INDYMAC ABS, INC. INDYMAC RESIDENTIAL MORTGAGE-BACKED TRUST, SERIES 2006-L4 RESIDENTIAL MORTGAGE-BACKED CERTIFICATES, SERIES 2006-L4 AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT Dated as of March 23, 2007
INDYMAC
ABS, INC.
INDYMAC
RESIDENTIAL MORTGAGE-BACKED TRUST, SERIES 0000-X0
XXXXXXXXXXX
MORTGAGE-BACKED CERTIFICATES, SERIES 2006-L4
_____________________
AMENDMENT
NO. 1 TO POOLING AND SERVICING AGREEMENT
Dated
as
of March 23, 2007
AMENDMENT
XX. 0
XXXXXXXXX
Xx. 0 to Pooling and Servicing Agreement (the “Amendment”) effective as of March
23, 2007 (the “Effective Date”) among INDYMAC ABS, INC., as depositor (the
“Depositor”), INDYMAC BANK, F.S.B., as seller and servicer (the “Seller” and
“Servicer”, as applicable) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee
(the “Trustee”).
PRELIMINARY
STATEMENT
WHEREAS,
the parties hereto are parties to that certain Pooling and Servicing Agreement,
dated as of December 1, 2006, among the Depositor, the Seller, the Servicer
and
the Trustee (the “Agreement”); and
WHEREAS,
Section 11.01 of the Agreement provides that the Agreement may be amended by
the
parties thereto, without the consent of any of the Certificateholders, to
correct any provisions therein or to make or modify any provision therein with
respect to matters or questions arising under the Agreement which shall not
be
inconsistent with the provisions of the Agreement;
WHEREAS,
the Agreement incorrectly stated the Pass-Through Rate and Notional Amount
for
the Class IO Certificates;
WHEREAS,
the prospectus supplement for such transaction correctly stated the Pass-Through
Rate and Notional Amount for the Class IO Certificates; and
NOW,
THEREFORE, in consideration of the foregoing and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree:
That,
as
of the Effective Date, the Agreement is hereby Amended to:
(a) Delete
the words “the Senior Certificates” from the first sentence of the definition of
“Pass-Through Rate” in Article I, Section 1.01 of the Agreement and replace it
with the words “the Class A Certificates;”
(b) Add
the
following paragraph at the end of the definition of “Pass-Through Rate” in
Article I, Section 1.01 of the Agreement :
“With
respect to the Class IO Certificates and any Distribution Date, a rate per
annum
equal to the product of (1) the excess of (A) the Net WAC Rate for that
Distribution Date over (B) the product of (i) the weighted average of the
Pass-Through Rates of the Class A Certificates and the Subordinated
Certificates, weighted on the basis of their respective Class Certificate
Balances and (ii) a fraction, the numerator of which is the aggregate Class
Certificate Balances of the Class A Certificates and Subordinated Certificates
immediately preceding such Distribution Date and the denominator of which is
the
aggregate Stated Principal Balance of the Mortgage Loans as of the first day
of
the related Remittance Period adjusted to reflect unscheduled payments made
hereafter that were included in the Principal Distribution Amount on the
immediately preceding Distribution Date and (2) 25%.”
(c)
delete
the second clause of the definition of “Notional Amount” in Article I, Section
1.01 of the Agreement and replace it with the following:
“(ii)
with respect to the Class IO Certificates, (x)
on or prior to the December 2008 Distribution Date will equal the aggregate
Stated
Principal Balances of the Mortgage Loans and (y) after
the December 2008 Distribution Date, will be zero.”
Except
as
expressly modified or amended in this Amendment, the parties hereto agree that
all of the terms, covenants, provisions, agreements and conditions of the
Agreement are hereby ratified and confirmed in every respect and shall remain
unmodified and unchanged and shall continue in full force and
effect.
The
Depositor hereby certifies that all conditions for the execution of this
Amendment have been satisfied.
Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms
in the Agreement.
This
Amendment may be executed in counterparts, each of which shall be an original
but all of which, taken together, shall constitute one and the same instrument
and that this Amendment shall be construed in accordance with the laws of the
State of New York (excluding provisions regarding conflicts of laws) and the
obligations, rights and remedies of the parties hereunder shall be determined
in
accordance with such laws.
IN
WITNESS WHEREOF, the parties have duly executed this Amendment as of the date
first above written.
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INDYMAC
ABS, INC.,
as
Depositor
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
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Xxxx
Xxxxxxxx
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Title:
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Vice
President
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INDYMAC
BANK, F.S.B.
as
Seller and Servicer
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By:
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/s/
Xxxx Xxxxxxxx
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Name:
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Xxxx
Xxxxxxxx
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Title:
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Vice
President
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DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee
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By:
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/s/
Xxxxxxxx Xxxxxxxxxxx
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Name:
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Xxxxxxxx
Xxxxxxxxxxx
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Title:
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Associate
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By:
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/s/
Xxxxxx Xxxxx
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Name:
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Xxxxxx
Xxxxx
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Title:
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Associate
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AMBAC
ASSURANCE CORPORATION
as
Certificate Insurer
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By:
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/s/
Xxxxxxx XxXxxxxxx
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Name:
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Xxxxxxx
XxXxxxxxx
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Title:
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First
Vice President
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