EXHIBIT 99.1
6
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AMENDMENT NO. 1
Dated as of October 3, 2005
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2005
among
CWALT, INC.,
as Depositor
COUNTRYWIDE HOME LOANS, INC.,
as Seller
PARK GRANADA LLC
as Seller
PARK MONACO INC.,
as Seller
PARK SIENNA LLC,
as Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
and
THE BANK OF NEW YORK,
as Trustee
Alternative Loan Trust 2005-36
Mortgage Pass-Through Certificates Series 2005-36
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THIS AMENDMENT NO. 1, dated as of October 3, 2005 (the
"Amendment"),
to the Pooling and Servicing Agreement (as
defined below), is among CWALT,
INC., as Depositor (the "Depositor"),
COUNTRYWIDE HOME LOANS, INC.
("Countrywide"), as a seller, PARK GRANADA
LLC ("Park Granada"), as a seller,
PARK MONACO INC. ("Park Monaco"), as a
seller, PARK SIENNA LLC ("Park
Sienna"), as a seller, COUNTRYWIDE HOME
LOANS SERVICING LP, as Master Servicer
(the "Master Servicer"), and THE BANK OF
NEW YORK, as Trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Depositor, Countrywide, Park Granada, Park Monaco,
Park
Sienna, the Master Servicer and the Trustee
(together, the "Parties") entered
into a Pooling and Servicing Agreement,
dated as of June 1, 2005 (the "Pooling
and Servicing Agreement"), providing for
the issuance of the Mortgage
Pass-Through Certificates Series 2005-36
(the "Certificates");
WHEREAS, the transaction evidenced by the Pooling and Servicing
Agreement closed on June 24, 2005 (the
"Closing Date");
WHEREAS, on the Closing Date, Countrywide Securities Corporation
(the
"Underwriter") purchased the
Certificates;
WHEREAS, at the request of an investor, the Underwriter agreed
to
structure the transaction so that the
initial Class Certificate Balances of
the Class 4-A-1 and Class 4-A-2
Certificates would be $107,532,000 and
$22,889,000, respectively;
WHEREAS, due to a mistake the Class 4-A-1 Certificates was
oversized
in the amount of $4,800,000 and the Class
4-A-2 Certificates was undersized in
the amount of $4,800,000;
WHEREAS, the Parties desire to cure the mistake and amend the
Pooling
and Servicing Agreement to decrease the
initial Class Certificate Balance of
the Class 4-A-1 Certificates by $4,800,000
from an initial Class Certificate
Balance of $112,332,000 to an initial Class
Certificate Balance of
$107,532,000, and to increase the initial
Class Certificate Balance of the
Class 4-A-2 Certificates by $4,800,000 from
an initial Class Certificate
Balance of $18,089,000 to an initial Class
Certificate Balance of $22,889,000;
WHEREAS, with certain limitations not applicable here, the
second
paragraph of Section 10.01 of the Pooling
and Servicing Agreement provides
that it may be amended by the Parties, with
the consent of the Holders of a
Majority in Interest of each Class of
Certificates affected thereby for the
purpose of adding any provisions to or
changing in any manner or eliminating
any of the provisions of the Pooling and
Servicing Agreement or of modifying
in any manner the rights of the Holders of
Certificates; provided, however,
that no such amendment shall reduce in any
manner the amount of, or delay the
timing of, payments required to be
distributed on any Certificate without the
consent of the Holder of such
Certificate;
WHEREAS, each Depository Participant representing in the aggregate
a
Percentage Interest of not less than 100%
of each of the Class 4-A-1 and Class
4-A-2 Certificates, in each case acting (i)
pursuant to authority conferred
upon them by The Depository Trust Company
("DTC") as of the Record Date of
October 3, 2005, as the Holder of such
Certificates, and (ii) in
1
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accordance with direction received from
either (a) the Certificate Owners of
such Certificates or (b) one or more
financial intermediaries acting at the
direction of the Certificate Owners of such
Certificates, have consented to
the adoption of the Amendment (a signed
original of the action of each such
party to be attached hereto as Exhibit
A);
WHEREAS, the Depositor has received a letter from each Rating
