Exhibit 99.1
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AMENDMENT NO. 1
Dated as of February 20, 2007
to
POOLING AND SERVICING AGREEMENT
Dated as of October 1, 2006
among
INDYMAC MBS, INC.,
Depositor,
INDYMAC BANK, F.S.B.,
Seller and Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee and Supplemental Interest Trustee
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-N
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THIS AMENDMENT NO. 1, dated as of February 20, 2007 (the "Amendment"), to
the POOLING AND SERVICING AGREEMENT, dated as of October 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 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 each Class of Certificates affected thereby for the purpose of
changing the payments required to be distributed on any Certificate;
WHEREAS, the Depository Participant representing in the aggregate a
Percentage Interest of not less than 100% of each of the Class B-1, Class B-2
and Class B-3 Certificates and the Holder representing in the aggregate a
Percentage Interest of not less than 100% of each Class B-4, Class B-5 and
Class B-6 Certificates have consented to the adoption of the Amendment (a
signed original of the action of each such party being attached hereto as
Exhibits A through F (each such consent, a "Written Consent"));
WHEREAS, the Depositor and the Servicer have concluded that (i) no
interests of any Class of Certificates other than a Class of Subordinated
Certificates would be affected by the Amendment and that no consent of any
other Class of Certificates is required for the adoption of the Amendment and
(ii) the Amendment shall not reduce in any manner the amount of, or delay the
timing of, payments required to be distributed on any Certificates other than
a Class of Subordinated Certificates;
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 the Preliminary Statement.
(a) The sentence in footnote (7) under the heading "The Master REMIC "
are hereby amended and restated in its entirety as follows:
"The Pass-Through Rate for a Class of Subordinated Certificates for the
Interest Accrual Period for any Distribution Date will be a per annum rate
equal to the sum of (i) 6.25% multiplied by the excess of the aggregate of the
Applicable Fraction for Collateral Allocation Group 1 of the Stated Principal
Balance of each Mortgage Loan as of the Due Date in the month preceding the
month of that Distribution Date (after giving effect to Principal Prepayments
received in the Prepayment Period related to that prior Due Date) over the
aggregate Class Certificate Balance of the Group 1 Senior Certificates
immediately prior to that Distribution Date and (ii) 6.50% multiplied by the
excess of the aggregate of the Applicable Fraction for Collateral Allocation
Group 2 of the Stated Principal Balance of each Mortgage Loan as of the Due
Date in the prior month (after giving effect to Principal Prepayments received
in the Prepayment Period related to that prior Due Date) over the aggregate
Class Certificate Balance of the Group 2 Senior Certificates immediately prior
to that Distribution Date and divided by the aggregate Class Certificate
Balance of the Subordinated Certificates immediately prior to that
Distribution Date. The Pass-Through Rate for each class of Subordinated
Certificates for the initial Interest Accrual Period is 6.438981% per annum."
2
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.
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.
3
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.
4
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
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
INDYMAC BANK, F.S.B.
as Servicer
By: /s/ Xxxx Xxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxx
Title: Vice President
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee
By: /s/ Xxxxxxxx Hermanader
---------------------------------
Name: Xxxxxxxx Hermanader
Title: Associate
By: /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
EXHIBIT A
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT OF
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-N, CLASS B-1
To: Deutsche Bank National Trust Company, as Trustee:
The undersigned is Greenwich Capital Markets, Inc., the Depository
Participant with respect to 100% of the Mortgage Pass-Through Certificates,
Series 2006-N, Class B-1 (the "Certificates") as of the Record Date of
February 9, 2007.
The undersigned hereby consents to the adoption of Amendment No. 1 (the
"Amendment") to the Pooling and Servicing Agreement, dated as of October 1,
2006 among IndyMac MBS, Inc., IndyMac Bank, F.S.B. and Deutsche Bank National
Trust Company (the "Pooling and Servicing Agreement"), pursuant to which the
Certificates were issued, which Amendment is substantially in the form
attached hereto.
Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this WRITTEN CONSENT to
be executed by its authorized signatory this ___ day of _______, 2007.
By:
------------------------------
Authorized Signatory of [ ]
Name:
Title:
EXHIBIT B
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT OF
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-N, CLASS B-2
To: Deutsche Bank National Trust Company, as Trustee:
The undersigned is Greenwich Capital Markets, Inc., the Depository
Participant with respect to 100% of the Mortgage Pass-Through Certificates,
Series 2006-N, Class B-2 (the "Certificates") as of the Record Date of
February 9, 2007.
The undersigned hereby consents to the adoption of Amendment No. 1 (the
"Amendment") to the Pooling and Servicing Agreement, dated as of October 1,
2006 among IndyMac MBS, Inc., IndyMac Bank, F.S.B. and Deutsche Bank National
Trust Company (the "Pooling and Servicing Agreement"), pursuant to which the
Certificates were issued, which Amendment is substantially in the form
attached hereto.
Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this WRITTEN CONSENT to
be executed by its authorized signatory this ___ day of _______, 2007.
By:
------------------------------
Authorized Signatory of [ ]
Name:
Title:
EXHIBIT C
WRITTEN CONSENT OF THE DEPOSITORY PARTICIPANT OF
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-N, CLASS B-3
To: Deutsche Bank National Trust Company, as Trustee:
The undersigned is Greenwich Capital Markets, Inc., the Depository
Participant with respect to 100% of the Mortgage Pass-Through Certificates,
Series 2006-N, Class B-3 (the "Certificates") as of the Record Date of
February 9, 2007.
The undersigned hereby consents to the adoption of Amendment No. 1 (the
"Amendment") to the Pooling and Servicing Agreement, dated as of October 1,
2006 among IndyMac MBS, Inc., IndyMac Bank, F.S.B. and Deutsche Bank National
Trust Company (the "Pooling and Servicing Agreement"), pursuant to which the
Certificates were issued, which Amendment is substantially in the form
attached hereto.
Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this WRITTEN CONSENT to
be executed by its authorized signatory this ___ day of _______, 2007.
By:
------------------------------
Authorized Signatory of [ ]
Name:
Title:
EXHIBIT D
WRITTEN CONSENT OF THE HOLDER OF
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-N, CLASS B-4
To: Deutsche Bank National Trust Company, as Trustee:
The undersigned is Greenwich Capital Markets, Inc., the Holder with
respect to 100% of the Mortgage Pass-Through Certificates, Series 2006-N,
Class B-4 (the "Certificates") as of the Record Date of February 9, 2007.
The undersigned hereby consents to the adoption of Amendment No. 1 (the
"Amendment") to the Pooling and Servicing Agreement, dated as of October 1,
2006 among IndyMac MBS, Inc., IndyMac Bank, F.S.B. and Deutsche Bank National
Trust Company (the "Pooling and Servicing Agreement"), pursuant to which the
Certificates were issued, which Amendment is substantially in the form
attached hereto.
Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this WRITTEN CONSENT to
be executed by its authorized signatory this ___ day of _______, 2007.
By:
------------------------------
Authorized Signatory of [ ]
Name:
Title:
EXHIBIT E
WRITTEN CONSENT OF THE HOLDER OF
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-N, CLASS B-5
To: Deutsche Bank National Trust Company, as Trustee:
The undersigned is Greenwich Capital Markets, Inc., the Holder with
respect to 100% of the Mortgage Pass-Through Certificates, Series 2006-N,
Class B-5 (the "Certificates") as of the Record Date of February 9, 2007.
The undersigned hereby consents to the adoption of Amendment No. 1 (the
"Amendment") to the Pooling and Servicing Agreement, dated as of October 1,
2006 among IndyMac MBS, Inc., IndyMac Bank, F.S.B. and Deutsche Bank National
Trust Company (the "Pooling and Servicing Agreement"), pursuant to which the
Certificates were issued, which Amendment is substantially in the form
attached hereto.
Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this WRITTEN CONSENT to
be executed by its authorized signatory this ___ day of _______, 2007.
By:
------------------------------
Authorized Signatory of [ ]
Name:
Title:
EXHIBIT F
WRITTEN CONSENT OF THE HOLDER OF
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-N, CLASS B-6
To: Deutsche Bank National Trust Company, as Trustee:
The undersigned is Greenwich Capital Markets, Inc., the Holder with
respect to 100% of the Mortgage Pass-Through Certificates, Series 2006-N,
Class B-6 (the "Certificates") as of the Record Date of February 9, 2007.
The undersigned hereby consents to the adoption of Amendment No. 1 (the
"Amendment") to the Pooling and Servicing Agreement, dated as of October 1,
2006 among IndyMac MBS, Inc., IndyMac Bank, F.S.B. and Deutsche Bank National
Trust Company (the "Pooling and Servicing Agreement"), pursuant to which the
Certificates were issued, which Amendment is substantially in the form
attached hereto.
Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Pooling and Servicing Agreement.
IN WITNESS WHEREOF, the undersigned has caused this WRITTEN CONSENT to
be executed by its authorized signatory this ___ day of _______, 2007.
By:
------------------------------
Authorized Signatory of [ ]
Name:
Title:
