Exhibit 99.1
AMENDMENT NO. 1
Dated as of February 13, 2007
to
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 2006
among
CWALT, INC.,
Depositor
COUNTRYWIDE HOME LOANS, INC.,
Seller
PARK GRANADA LLC,
Seller
PARK MONACO INC.,
Seller
PARK SIENNA LLC,
Seller
COUNTRYWIDE HOME LOANS SERVICING LP,
Master Servicer
and
THE BANK OF NEW YORK,
Trustee
ALTERNATIVE LOAN TRUST 2006-HY12
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-HY12
--------------------------------------
THIS AMENDMENT NO. 1, dated as of February 13, 2007 (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 (a "Seller"), PARK GRANADA LLC ("Park Granada"), as a seller (a
"Seller"), PARK MONACO INC. ("Park Monaco"), as a seller (a "Seller"), PARK
SIENNA LLC ("Park Sienna"), as a seller (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, as a Seller, Park Granada, as a
Seller, Park Monaco, as a Seller, Park Sienna, as a Seller, the Master Servicer,
and Trustee entered into a Pooling and Servicing Agreement, dated as of June 1,
2006 (the "Pooling and Servicing Agreement"), providing for the issuance of the
Series 2006-HY12 Certificates;
WHEREAS, the transaction evidenced by the Pooling and Servicing Agreement
closed on June 29, 2006 (the "Closing Date");
WHEREAS, the parties to the transaction wish to delete Section 4.02(c) of
the Pooling and Servicing Agreement in its entirety so as to provide that the
portion of Available Funds to be distributed as principal of the Senior
Certificates on each Distribution Date on or after the Senior Credit Support
Depletion Date will be distributed in accordance with Section 4.02(a)(iv)(y) and
not concurrently, on the basis of the Class Certificate Balance of such Senior
Certificates;
WHEREAS, with certain limitations not applicable here, the first paragraph
of Section 10.01 of the Pooling and Servicing Agreement provides that it may be
amended by the Depositor, each Seller, the Master Servicer and the Trustee
without the consent of any of the Certificateholders to conform the Pooling and
Servicing Agreement to the Prospectus and the Prospectus Supplement provided to
investors in connection with the initial offering of the Certificates;
WHEREAS, the Depositor and the Master Servicer have concluded that no
consent of any Class of Certificates is required for the adoption of the
Amendment; and
WHEREAS, the Depositor has delivered to the Trustee an Opinion of Counsel
in accordance with the provisions of the 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 Pooling and
Servicing Agreement.
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SECTION 2. Amendment.
As of the Closing Date, Section 4.02(c) is deleted in its entirety and
replaced with the following:
"[Reserved]"
SECTION 3. Effect Of Amendment.
Upon execution of this Amendment, the 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
immunities of the Depositor, the Sellers, the Master Servicer and the Trustee
shall hereafter be determined, exercised and enforced subject in all respects to
such modifications and amendments, and all the terms and conditions of this
Amendment shall be and be deemed to be part of the terms and conditions of the
Pooling and Servicing Agreement for any and all purposes. Except as modified and
expressly amended by this Amendment, the Pooling and Servicing Agreement is in
all respects ratified and confirmed, and all the terms, provisions and
conditions thereof shall be and remain in full force and effect.
SECTION 4. Binding Effect.
The provisions of this Amendment shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto, and all
such provisions shall inure to the benefit of the Trustee and the related
Certificateholders.
SECTION 5. Governing Law.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 6. Severability of Provisions.
If any one or more of the provisions or terms of this Amendment shall be
for any reason whatsoever held invalid, then such provisions or terms shall be
deemed severable from the remaining provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other provisions or
terms of this Amendment or of the Certificates or the rights of the Holders
thereof.
SECTION 7. Section Headings.
The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
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SECTION 8. Counterparts.
This Amendment may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.
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IN WITNESS WHEREOF, the Depositor, the Sellers, the Master Servicer and
the Trustee have caused this Amendment to be duly executed by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
CWALT, INC.,
as Depositor
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
THE BANK OF NEW YORK,
as Trustee
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Treasurer
COUNTRYWIDE HOME LOANS, INC.,
as a Seller
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
PARK GRANADA LLC,
as a Seller
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
PARK MONACO INC.,
as a Seller
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
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PARK SIENNA LLC,
as a Seller
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
COUNTRYWIDE HOME LOANS SERVICING LP,
as Master Servicer
By: COUNTRYWIDE GP, INC.
By: /s/ Xxxxxx Xxxxx
------------------------------
Name: Xxxxxx Xxxxx
Title: Vice President
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