efc8-0219_ex41.htm


    


    
      	
               

            	
              EXHIBIT
                4.1

            


    

     

    
      	
               

            	
              Amendment
                No. 1 

            


    

     

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      


       

      AMENDMENT
        NO. 1

       

      Dated
        as
        of January 29, 2008

       

      to

       

      POOLING
        AND SERVICING AGREEMENT

       

      Dated
        as
        of June 1, 2007

       

      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 2007-OA8

       

      MORTGAGE
        PASS-THROUGH CERTIFICATES, SERIES 2007-OA8

       

       

      ______________________________________

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      THIS
        AMENDMENT NO. 1, dated as of January 29, 2008 (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”).

       

      WITNESSETH

       

      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, 2007
        (the “Pooling
        and
        Servicing Agreement”), providing for the issuance of the Alternative Loan
        Trust 2007-OA8, Mortgage Pass-Through Certificates, Series 2007-OA8;

       

      WHEREAS,
        the transaction evidenced by the Pooling and Servicing Agreement closed on
        June
        28, 2007 (the “Closing
        Date”);

       

      WHEREAS,
        all of the Group 1 Mortgage Loans have original principal balances that conform
        to the guidelines of Fannie Mae and Freddie Mac as of the Closing Date
        (“Conforming Balance Loans”);

       

      WHEREAS,
        not all of the Group 2 Mortgage Loans are Conforming Balance Loans;

       

      WHEREAS,
        certain of the representations and warranties in Schedule III-A to the Pooling
        and Servicing Agreement were specifically negotiated with Fannie Mae and
        Freddie
        Mac and intended to apply only to the Group 1 Mortgage Loans (the “GSE
        Representations”) and an officer of the Depositor has delivered an Officer’s
        Certificate to such effect;

       

      WHEREAS,
        the Pooling and Servicing Agreement mistakenly provides that the GSE
        Representations apply to the Group 2 Mortgage Loans rather than Group 1 Mortgage
        Loans;

       

      WHEREAS,
        Section 10.01 of the Pooling and Servicing Agreement provides that the Pooling
        and Servicing Agreement may be amended by the parties thereto to cure any
        mistake;

       

      WHEREAS,
        the parties to the Pooling and Servicing Agreement wish to amend the Pooling
        and
        Servicing Agreement to cure the mistake described in the sixth recital of
        this
        Amendment;

       

      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;

       

       

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

       

      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.

       

      SECTION
        2.          Amendment.

       

      As
        of the
        Closing Date, paragraphs (46), (47), (48), (59), (60), (61), (62) and (63)
        of
        Schedule III-A to the Pooling and Servicing Agreement are hereby amended
        by
        deleting the words “Loan Group 2” wherever they occur in such paragraphs and
        replacing those words with “Loan Group 1” in each instance.

       

      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 

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      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.

       

      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.

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      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/
                Darren
                Bigby                                                            
                
	 	       
                Name:  Darren Bigby 
	 	       
                Title:    Executive Vice
                President 


      

       

       

      
      

      
        	 	
                THE
                  BANK OF NEW
                  YORK,  

              
	 	   
                as Trustee 
	 	 
	 	 
	 	By: 
/s/
                Michelle K.
                Penson                                                
	 	       
                Name:  Michelle K. Penson 
	 	       
                Title:    Vice
                President 


      

       

       

      
        
        

        
          	 	COUNTRYWIDE
                  HOME
                  LOANS, INC.,
	 	    as
                  a Seller 
	 	 
	 	 
	 	By: 
/s/
                  Darren
                  Bigby                                                            
                  
	 	       
                  Name:  Darren Bigby 
	 	       
                  Title:    Executive Vice
                  President 


        

         

        
        

         

        
           

          
          

          
            	 	PARK
                    GRANADA
                    LLC, 
	 	    as
                    a Seller 
	 	 
	 	 
	 	By: 
/s/
                    Darren
                    Bigby                                                            
                    
	 	       
                    Name:  Darren Bigby 
	 	       
                    Title:    Executive Vice
                    President 


          

           

          
          

           

          
             

            
            

            
              	 	PARK
                      MONACO
                      INC., 
	 	    as
                      a Seller 
	 	 
	 	 
	 	By: 
/s/
                      Darren
                      Bigby                                                            
                      
	 	       
                      Name:  Darren Bigby 
	 	       
                      Title:    Executive Vice
                      President 


            

             

          

        

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

         

      

       

      
         

        
        

        
          	 	PARK
                  SIENNA LLC, 
	 	    as
                  a Seller 
	 	 
	 	 
	 	By: 
/s/
                  Darren
                  Bigby                                                            
                  
	 	       
                  Name:  Darren Bigby 
	 	       
                  Title:    Executive Vice
                  President 


        

         

      

       

       

      
      

      
        	 	COUNTRYWIDE
                HOME
                LOANS SERVICING LP, 
	 	    as Master
                Servicer 
	 	 
	 	By: 
                COUNTRYWIDE GP, INC. 
	 	 
	 	 
	 	 
	 	By: 
/s/
                Darren
                Bigby                                                        
                 
	 	       
                Name:  Darren Bigby 
	 	       
                Title:    Executive Vice
                President 


      

       

       

       

      5