--------------------------------------
OMNIBUS
AMENDMENT NO. 1
Dated as of the date set forth on Schedule A
to
POOLING AND SERVICING AGREEMENTS
Dated as of the date set forth on Schedule A
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
RELATING TO THE TRUSTS AND MORTGAGE PASS-THROUGH CERTIFICATES
INDICATED ON SCHEDULE A
--------------------------------------
<PAGE>
THIS
OMNIBUS AMENDMENT NO. 1, dated as of the date set forth on Schedule
A
as it relates (the "Amendment") to each Pooling and Servicing
Agreement (as
defined below), is among CWALT, INC., as Depositor (the
"Depositor"),
COUNTRYWIDE HOME LOANS SERVICING LP, as Master Servicer (the
"Master Servicer"),
COUNTRYWIDE HOME LOANS, INC., PARK GRANADA LLC, PARK MONACO INC.
and PARK SIENNA
LLC, collectively, as Sellers (the "Sellers"), and THE BANK OF NEW
YORK, as
Trustee (the "Trustee").
W I T N E S S E T H
-------------------
WHEREAS,
the Depositor, the Sellers, the Master Servicer, and Trustee
entered into the Pooling and Servicing Agreements, dated as of the
date set
forth on Schedule A and identified on Schedule A (collectively, the
"Pooling and
Servicing Agreements" and each, a "Pooling and Servicing
Agreement"), providing
for the issuance of the Certificates listed on Schedule A
(collectively, the
"Certificates");
WHEREAS,
the Depositor, the Sellers, the Master Servicer and the Trustee
desire to amend Article XI of each Pooling and Servicing Agreement
to specify
the timeframe in which any reconciliation of accounts related to
the Trust Fund
or the Mortgage Loans (each as defined in the related Pooling and
Servicing
Agreement) will be performed;
WHEREAS,
with certain limitations not applicable here, Section 10.01 of
each Pooling and Servicing Agreement provides that it may be
amended by the
Depositor, the Master Servicer, the Sellers and the Trustee without
the consent
of any of the Certificateholders to add to the duties of the
Depositor, the
Sellers or the Master Servicer; and
WHEREAS, the Depositor
has delivered an Opinion of Counsel to the Trustee
in accordance with the provisions of each Pooling and Servicing
Agreement;
NOW,
THEREFORE, the parties hereto agree as follows:
SECTION 1.
Defined terms.
-------------
For
purposes of this Amendment, unless the context clearly requires
otherwise, all capitalized terms which are used but not otherwise
defined herein
shall have the respective meanings assigned to such terms in the
related Pooling
and Servicing Agreement.
SECTION 2.
Amendment.
---------
As of the
date of each Pooling and Servicing Agreement, the following
changes are made to the Pooling and Servicing Agreement:
(a)
Article XI is
hereby amended to add the following Section 11.10:
Section 11.10. Reconciliation of Accounts. Any reconciliation of
any
account established pursuant to this Agreement performed by the
Master Servicer (or any Subservicer or Subcontractor on behalf
of
the Master Servicer) shall be prepared no later than 45
calendar
days after the bank statement cutoff date.
1
<PAGE>
SECTION 3.
Effect of Amendment.
-------------------
Upon
execution of this Amendment, each Pooling and Servicing
Agreement
shall be, and be deemed to be, modified and amended in accordance
herewith and
the respective rights, limitations, obligations, duties,
liabilities and
immu
