Exhibit 99.1
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AMENDMENT NO. 1
Dated as of May 22, 2007
to
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2007
among
INDYMAC MBS, INC.,
Depositor,
INDYMAC BANK, F.S.B.,
Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
RESIDENTIAL ASSET SECURITIZATION TRUST 2007-A3
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2007-C
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THIS AMENDMENT NO. 1, dated as of May 22, 2007 (the "Amendment"), to
the POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007 (the
"Pooling and Servicing Agreement"), among INDYMAC MBS, INC., as Depositor (
the "Depositor"), INDYMAC BANK, F.S.B., as Servicer (the "Servicer") and as
seller, and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the "Trustee"),
is among the Depositor, the Servicer and 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, pursuant to the first paragraph of Section 10.01 of the
Pooling and Servicing Agreement, the Pooling and Servicing Agreement may be
amended from time to time by the Depositor, the Servicer and the Trustee for
the purpose of curing any ambiguity or mistake;
WHEREAS, the Depositor, the Servicer and the Trustee desire to amend
the Pooling and Servicing Agreement pursuant to the first paragraph of Section
10.01 in order to make certain modifications as set forth herein;
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, 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 Section 1.01
(i) The definition of Priority Amount in Section 1.01 of the Pooling
and Servicing Agreement is hereby amended and restated in its entirety as
follows:
"Priority Amount: For any Distribution Date and Collateral Allocation
Group 1, the sum of (i) the product of (A) 66.1331712744788% of the Scheduled
Principal Distribution Amount, (B) the Senior Percentage, (C) the Shift
Percentage and (D) the Priority Percentage and (ii) the product of (A)
66.1331712744788% of the Unscheduled Principal Distribution Amount, (B) the
Senior Prepayment Percentage, (C) the Shift Percentage and (D) the Priority
Percentage."
SECTION 3. Amendment to Section 4.02(a)(1)(iii)(B)
(i) Sections 4.02(a)(1)(iii)(B)(1) and 4.02(a)(1)(iii)(B)(2) of the
Pooling and Servicing Agreement are hereby amended and restated in their
entirety as follows:
"1. 33.8668287255212%, concurrently, to the Class 1-A-1 and
Class 1-A-2 Certificates, pro rata, until their respective Class
Certificate Balances are reduced to zero; and
2. 66.1331712744788% in the following priority:
(i) to the Class A-R Certificates, until
its Class Certificate Balance is reduced to zero;
(ii) to the Class 1-A-4 Certificates, the
Priority Amount, until its Class Certificate
Balance is reduced to zero;
(iii) to the Class 1-A-3 Certificates,
until its Class Certificate Balance is reduced to
zero; and
(iv) to the Class 1-A-4 Certificates,
without regard to the Priority Amount, until its
Class Certificate Balance is reduced to zero;"
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SECTION 4. 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.
SECTION 5. 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 6. 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 7. 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 8. 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 9. 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 10. 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
Title: Vice President
INDYMAC BANK, F.S.B.
as Servicer
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Vice President
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/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
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Title: Authorized Signer
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Residential Asset Securitization Trust 2007-A3
Amendment No. 1 to the Pooling and Servicing Agreement
