efc7-2464_6364472ex41.htm


    
      EXHIBIT
        4.1

       

      Amendment
        No. 1

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



     

    AMENDMENT
      NO. 1

     

    Dated
      as
      of October 19, 2007

     

    to

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of July 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 2006-26CB

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES, SERIES 2006-26CB

     

     

    ______________________________________

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      AMENDMENT NO. 1, dated as of October 19, 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”).

     

    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 July 1, 2006 (the
      “Pooling and Servicing Agreement”), providing for the
      issuance of the Series 2006-26CB Certificates;

     

    WHEREAS,
      the transaction evidenced by the Pooling and Servicing Agreement closed on
      July
      28, 2006 (the “Closing Date”);

     

    WHEREAS,
      the parties to the transaction wish to amend the Preliminary Statement to the
      Pooling and Servicing Agreement by changing the initial Class Certificate
      Balance of the Class A-20 Certificates and the initial Notional Amount of the
      Class A-21 Certificates appearing in the column entitled “Initial Class
      Certificate Balance” in the Master REMIC and the initial Class Certificate
      Balance of the Class A-20 Certificates appearing in the column entitled “Initial
      Principal Balance” in the Subsidiary REMIC;

     

    WHEREAS,
      subject to the satisfaction of certain conditions provided therein, 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 to
      the
      Prospectus and 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.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.    Amendment.

     

    As
      of the
      Closing Date, the Preliminary Statement to the Pooling and Servicing Agreement
      is amended by changing each of the initial Class Certificate Balance of the
      Class A-20 Certificates and the initial Notional Amount of the Class A-21
      Certificates appearing in the column entitled “Initial Class Certificate
      Balance” in the Master REMIC and the initial Class Certificate Balance of the
      Class A-20 Certificates appearing in the column entitled “Initial Principal
      Balance” in the Subsidiary REMIC from $14,588,480 to $14,558,480.

     

    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.

     

     

    
      
        
        

      

      
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    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.

     


    
      
        
        

      

      
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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/ Kushal
              Bhakta	 
	 	 	Name: 
Kushal
              Bhakta	 
	 	 	Title:   
Vice
              President	 
	 	 	 	 


    

     

    
      
        	 	
                
                  THE
                    BANK OF NEW YORK,

                   
                    as Trustee

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Matthew
                Sabino	 
	 	 	Name: 
Matthew
                Sabino	 
	 	 	Title:   
                Assistant Treasurer	 
	 	 	 	 


      

    

     

    
      
        	 	
                
                  COUNTRYWIDE
                    HOME LOANS, INC.,

                   
                    as a Seller

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Kushal
                Bhakta	 
	 	 	Name: 
Kushal
                Bhakta	 
	 	 	Title:   
First
                Vice President	 
	 	 	 	 


      

    

    
       

      
        	 	
                
                  PARK
                    GRANADA LLC,

                   
                    as a Seller

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Kushal
                Bhakta	 
	 	 	Name: 
Kushal
                Bhakta	 
	 	 	Title:   
Vice
                President	 
	 	 	 	 


      

    

     

    
      
        	 	
                
                  PARK
                    MONACO INC.,

                   
                    as a Seller

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Kushal
                Bhakta	 
	 	 	Name: 
Kushal
                Bhakta	 
	 	 	Title:   
Vice
                President	 
	 	 	 	 


      

    

     

     

    
      
        
        

      

      
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                  PARK
                    SIENNA LLC.,

                   
                    as a Seller

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Kushal
                Bhakta	 
	 	 	Name: 
Kushal
                Bhakta	 
	 	 	Title:   
Vice
                President	 
	 	 	 	 


      

    

     

    
       

      
        	 	
                COUNTRYWIDE
                  HOME LOANS SERVICING LP, 
                   
                    as Master Servicer

                

              	 
	 	 	 
	 	
                By: 
                  COUNTRYWIDE GP, INC.

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Kushal
                Bhakta	 
	 	 	Name: 
Kushal
                Bhakta	 
	 	 	Title:   
Vice
                President	 
	 	 	 	 


      

    

     

    
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