EXHIBIT 99.1
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The Amendment.
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AMENDMENT NO. 1
Dated as of November 9, 2006
to
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
among
INDYMAC MBS, INC.,
Depositor,
INDYMAC BANK, F.S.B.,
Seller and Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A12
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-L
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THIS AMENDMENT NO. 1, dated as of November 9, 2006 (the "Amendment"), to
the POOLING AND SERVICING AGREEMENT, dated as of September 1, 2006 (the
"Pooling and Servicing Agreement"), is among INDYMAC MBS, INC., as Depositor (
the "Depositor"), INDYMAC BANK, F.S.B., as Servicer (the "Servicer"), and
DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Depositor, the Servicer and the Trustee entered into the
Pooling and Servicing Agreement;
WHEREAS, the Depositor, the Servicer and the Trustee desire to amend
further the Pooling and Servicing Agreement to permit the minimum
denominations for the Class A-2 Certificates issued thereunder (the "Class A-2
Certificates") to be $1,000 and not $25,000 as provided in the Pooling and
Servicing Agreement;
WHEREAS, with certain limitations not applicable here, the fourth
paragraph of Section 10.01 of the Pooling and Servicing Agreement provides
that the Pooling and Servicing Agreement may be amended by the Depositor, the
Servicer and the Trustee, with the consent of the Holders of a Majority in
Interest of each Class of Certificates affected by such amendment, for the
purpose of changing any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Holders of
Certificates;
WHEREAS, each Depository Participant related to the Class A-2
Certificates, acting (i) pursuant to authority conferred upon them by The
Depository Trust Company ("DTC") as of September 27, 2006, as the Holder of
the Class A-2 Certificates, and (ii) in accordance with direction received
from either (a) the Certificate Owners of the Class A-2 Certificates or (b)
one or more financial intermediaries acting at the direction of the
Certificate Owners of the Class A-2 Certificates, have consented to the
adoption of this amendment (a signed original of the action of each such party
being attached hereto as Exhibit A);
WHEREAS, Section 10.01 of the Pooling and Servicing Agreement provides
that the Trustee shall not consent to any amendment to the Pooling and
Servicing Agreement unless it shall have first received an Opinion of Counsel,
which opinion shall not be an expense of the Trustee or the Trust Fund, to the
effect that such amendment will not cause the imposition of any tax on any
REMIC created under the Pooling and Servicing Agreement or the
Certificateholders or cause any REMIC created under the Pooling and Servicing
Agreement to fail to qualify as a REMIC at any time that any Certificates are
outstanding;
WHEREAS, an Opinion of Counsel concerning the effect of this Amendment
on any REMIC created by the Pooling and Servicing Agreement has been delivered
to the Trustee;
WHEREAS, the Depositor and the Servicer have concluded that no interests
of any Class of Certificates other than the Class A-2 Certificates would be
adversely affected in any material respect by the Amendment and that no
consent of any other Class of Certificates is required for the adoption of the
Amendment;
WHEREAS, Section 10.01 of the Pooling and Servicing Agreement provides
that the Trustee shall not be required to enter into an amendment to the
Pooling and Servicing Agreement without first receiving an Opinion of Counsel
that the amendment is permitted and not prohibited by the Pooling and
Servicing Agreement and that all requirements for amending the Pooling and
Servicing Agreement have been complied with, and covering certain other
matters as specified therein;
WHEREAS, an Opinion of Counsel addressing the matters described in the
foregoing recital has been delivered to the Trustee;
WHEREAS, Section 10.01 provides that the Trustee shall not consent to
any amendment to this Agreement unless the Trustee shall have received an
Officer's Certificate to the effect that such amendment would not
"significantly change" (within the meaning of SFAS 140) the permitted
activities of the Trust Fund so as to cause to Trust Fund to fail to qualify
as a Qualifying Special Purpose Entity; and
WHEREAS, an Officer's Certificate addressing the matters described in
the foregoing recital has been delivered to the Trustee;
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 to the Minimum Denomination of the Class A-2
Certificates in the table under Master Remic in the
Preliminary Statement.
The minimum denomination for the Class A-2 Certificates stated in the
column titled "Minimum Denomination" in the table under Master Remic in the
Preliminary Statement is hereby amended and restated in its entirety to read
as follows: "$ 1,000."
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 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.
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SECTION 4. Notices.
The parties hereto acknowledge that pursuant to Section 10.05(a) of the
Pooling and Servicing Agreement, the Trustee shall use its best efforts to
promptly provide notice to each Rating Agency of this Amendment.
SECTION 5. 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 6. 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 7. 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 8. Section Headings.
The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
SECTION 9. 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 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.
INDYMAC MBS, INC.,
as Depositor
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Vice President
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INDYMAC BANK, F.S.B.
as Servicer
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Vice President
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DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Associate
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By: /s/ Xxxxxxxx Xxxxxxxxxxx
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Name: Xxxxxxxx Xxxxxxxxxxx
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Title: Associate
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