The Amendment.
EXHIBIT
99.1
The
Amendment.
AMENDMENT
NO. 1
Dated
as
of May 22, 2007
to
Dated
as
of March 1, 2007
among
INDYMAC
MBS, INC.,
Depositor,
INDYMAC
BANK, F.S.B.,
Servicer
and
DEUTSCHE
BANK NATIONAL TRUST COMPANY,
Trustee
MORTGAGE
PASS-THROUGH CERTIFICATES,
SERIES
2007-E
THIS
AMENDMENT NO. 1, dated as of May 22, 2007 (the
“Amendment”), to the POOLING AND SERVICING AGREEMENT,
dated as of March 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 and supplemental interest trustee (the
“Trustee”), is among the Depositor, the Servicer and
the Trustee.
WITNESSETH
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 the Preliminary Statement
(i)
The
Class PO-1 and Class PO-2 Component Balances under the Preliminary Statement
of
the Pooling and Servicing Agreement are hereby amended and restated in their
entirety as follows:
|
Designation
|
Initial
Component Balance or Notional Amount
|
Pass-Through
Rate
|
||
|
Class
PO-1 Component
|
$152,794
|
(1)
|
||
|
Class
PO-2 Component
|
$2,302,620
|
(1)
|
(1) This
Component does not bear interest.
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.
2
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.
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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: Vice President | |||
|
INDYMAC
BANK, F.S.B.
as
Servicer
|
|||
|
|
By:
|
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| Title: Vice President | |||
| DEUTSCHE
BANK NATIONAL TRUST COMPANY,
as
Trustee
|
|||
|
|
By:
|
/s/ ▇▇▇▇▇▇▇▇ Hermansadler | |
| Name: ▇▇▇▇▇▇▇▇ Hermansadler | |||
| Title: Associate | |||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Title: Associate | |||
Amendment
No. 1 to the Pooling and Servicing Agreement