EXHIBIT 99.1
Amendment No. 1 to the Pooling and Servicing Agreement
AMENDMENT NO. 1
Dated as of August 22, 2006
to
POOLING AND SERVICING AGREEMENT
Dated as of February 1, 2006
among
INDYMAC MBS, INC.,
Depositor,
INDYMAC BANK, F.S.B.,
Seller and Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY,
Trustee
INDYMAC INDX MORTGAGE LOAN TRUST 2006-AR3
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-AR3
THIS AMENDMENT NO. 1, dated as of August 22, 2006 (the "Amendment"), to
the POOLING AND SERVICING AGREEMENT, dated as of February 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, 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 Table of Contents regarding Exhibit O.
-------------------------------------------------------
The Table of Contents regarding Exhibit O is hereby amended and restated
in its entirety as follows:
"Exhibit O: [Reserved]..............................................O-1"
SECTION 3. Amendment to the Table of Contents regarding Exhibit Q.
-------------------------------------------------------
The Table of Contents regarding Exhibit Q is hereby amended and restated
in its entirety as follows:
"Exhibit Q: [Reserved]..............................................Q-1"
SECTION 4. Amendment to the eighth paragraph of Section 2.02
-------------------------------------------------
The eighth paragraph of Section 2.02 of the Pooling and Servicing
Agreement is hereby amended by deleting the words "in the form of Exhibit O"
and it shall read as follows:
"The Purchase Price for any Mortgage Loan shall be deposited by the
Seller in the Certificate Account by the Distribution Account Deposit Date for
the Distribution Date in the month following the month of repurchase and, upon
receipt of the deposit and certification with respect thereto, the Trustee
shall release the related Mortgage File to the Seller and shall execute and
deliver at the Seller's request any instruments of transfer or assignment
prepared by the Seller, in each case without recourse, necessary to vest in
the Seller, or a designee, the Trustee's interest in any Mortgage Loan
released pursuant hereto."
SECTION 5. Amendment to Section 2.07
-------------------------
Section 2.07 of the Pooling and Servicing Agreement is hereby amended by
adding the following sentence immediately after the last sentence of Section
2.07:
"Each REMIC's fiscal year shall be the calendar year."
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SECTION 6. Amendment to Section 3.05
-------------------------
Section 3.05 of the Pooling and Servicing Agreement is hereby amended by
replacing and restating the first parenthetical of Section 3.05. The first
parenthetical of Section 3.05 shall read as follows:
"(including because of the occurrence or existence of an Event of
Default or termination by the Depositor)"
SECTION 7. Amendment to Section 3.17(a)
----------------------------
Section 3.17(a) of the Pooling and Servicing Agreement is hereby amended and
restated in its entirety as follows:
"(a) By March 1 of each year, commencing with 2007, the Servicer shall
deliver to the Trustee via electronic mail (▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇) and
the Depositor and the Trustee an Officer's Certificate signed by two Servicing
Officers stating, as to each signer thereof, that (i) a review of the
activities of the Servicer during the preceding calendar year (or applicable
portion thereof) and of the performance of the Servicer under this Agreement
has been made under such officer's supervision, and (ii) to the best of such
officer's knowledge, based on the review, the Servicer has fulfilled all its
obligations under this Agreement, in all material respects throughout the year
(or applicable portion thereof), or, if there has been a failure to fulfill
any obligation in any material respect, specifying each failure known to the
officer and the nature and status thereof."
SECTION 8. Amendment to Section 4.06(a).
-----------------------------
Section 4.06(a) of the Pooling and Servicing Agreement is hereby amended
and restated in its entirety as follows:
"Not later than each Distribution Date, the Trustee shall prepare and
make available on its website at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇.▇▇▇/▇▇▇▇ to each
Certificateholder, the Servicer and the Depositor a statement for the related
distribution of
(i) the applicable Record Dates, Interest Accrual Periods and
Determination Dates for calculating distributions for the Distribution Date;
(ii) the amount of funds received from the Servicer for the Distribution
Date separately identifying amounts received in respect of the Mortgage Loans
and the amount of Advances included in the distribution on the Distribution
Date;
(iii) the Servicing Fee;
(iv) the Trustee Fee for the Distribution Date;
(v) the aggregate amount of expenses paid from amounts on deposit in the
Distribution Account;
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(vi) the aggregate amount on deposit in the Distribution Account, as of
the beginning and end of the related Due Period;
(vii) the amount of the distribution allocable to principal, separately
identifying the aggregate amount of any scheduled principal, Net Prepayments,
Principal Prepayments in Full, partial Principal Prepayments and Liquidation
Proceeds included therein;
(viii) if the distribution to the Holders of any Class of Certificates
is less than the full amount that would be distributable to them if sufficient
funds were available, the amount of the shortfall and the allocation of the
shortfall between principal and interest;
(ix) the aggregate outstanding Interest Carry Forward Amount, Net
Prepayment Interest Shortfalls, Net Rate Carryover and unpaid Net Rate
Carryover for each applicable Class of Certificates, after giving effect to
the distributions made on that Distribution Date.
(x) the Interest Remittance Amount, the Principal Remittance Amount, the
Senior Principal Distribution Amount and the Overcollateralization Release
Amount applicable to that Distribution Date;
(xi) the Overcollateralized Amount, after giving effect to distributions
made on that Distribution Date;
(xii) the amount of any Overcollateralization Deficiency Amount, after
giving effect to distributions made on that Distribution Date;
(xiii) whether a Trigger Event is in effect for that Distribution Date;
(xiv) the aggregate amount of Applied Realized Loss Amounts and in the
aggregate incurred and Subsequent Recoveries, if any, received during the
preceding calendar month and aggregate Realized Losses through the
Distribution Date;
(xv) the Class Certificate Balance of each Class of Certificates before
and after giving effect to the distribution of principal on the Distribution
Date;
(xvi) the Pass-Through Rate for each Class of Certificates with respect
to the Distribution Date;
(xvii) the LIBOR rate applicable for that Distribution Date;
(xviii) the number and aggregate Stated Principal Balance of the
Mortgage Loans as the first day of the related Due Period and the last day of
the related Due Period;
(xix) as of the last day of the related Due Period:
(A) the weighted average mortgage rate of the Mortgage Loans,
and
(B) the weighted average remaining term to maturity of the
Mortgage Loans;
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(xx) the number and aggregate outstanding Stated Principal Balance of
the Mortgage Loans as of the end of the preceding calendar month:
(A) delinquent (exclusive of Mortgage Loans in foreclosure) (1)
30 to 59 days, (2) 60 to 89 days and (3) 90 or more days and
(B) in foreclosure and delinquent (1) 30 to 59 days, (2) 60 to
89 days and (3) 90 or more days,
in each case as of the close of business on the last day of the
calendar month preceding the Distribution Date;
(xxi) for each of the preceding 12 calendar months, or all calendar
months since the Cut-off Date, whichever is less, the aggregate dollar amount
of the Scheduled Payments (A) due on all Outstanding Mortgage Loans on the Due
Date in each such month and (B) delinquent sixty (60) days or more on the Due
Date in each such month;
(xxii) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number and Stated Principal
Balance of the Mortgage Loan as of the close of business on the Determination
Date preceding the Distribution Date;
(xxiii) the total number and principal balance of any REO Properties
(and market value, if available) as of the close of business on the
Determination Date preceding the Distribution Date;
(xxiv) the aggregate amount of Principal Prepayments received during the
related Prepayment Period and the number of Mortgage Loans subject to such
Principal Prepayments;
(xxv) the amount of Advances included in the distribution on the
Distribution Date and the aggregate amount of Advances outstanding as of the
close of business on the Distribution Date;
(xxvi) the aggregate amount of Advances reimbursed during the related
Due Period, the general source of funds for such reimbursements and the
aggregate amount of Advances outstanding as of the close of business on the
Distribution Date;
(xxvii) the aggregate amount of Servicing Advances reimbursed during the
related Due Period, the general source of funds for such reimbursements and
the aggregate amount of Servicing Advances outstanding as of the close of
business on the Distribution Date;
(xxviii) the aggregate number and outstanding Stated Principal Balance
of Mortgage Loans repurchased during the related Due Period due to material
breaches of representations and warranties regarding such Mortgage Loans;
(xxix) with respect to the second Distribution Date, the number and
aggregate balance of any Delayed Delivery Mortgage Loans not delivered within
the time periods specified in the definition of Delayed Delivery Mortgage
Loans;
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(xxx) Prepayment Charges collected, waived, and paid by the Servicer;
(xxxi) the aggregate Stated Principal Balance of the Mortgage Loans that
became Liquidated Mortgage Loans in the prior month and since the Cut-off Date
immediately prior to the Stated Principal Balance being reduced to zero;
(xxxii) the aggregate amount of Deferred Interest on the Mortgage Loans
for the related Due Date, and the cumulative amount of Deferred Interest on
the Mortgage Loans through that Distribution Date;
(xxxiii) the aggregate amount of Net Deferred Interest on the Mortgage
Loans for that Distribution Date, and the amount allocated to each Class of
Certificates on that Distribution Date and the cumulative amount of Net
Deferred Interest on the Mortgage Loans allocated to each Class of
Certificates through that Distribution Date;
(xxxiv) the Stated Principal Balance of any Mortgage Loan that has been
repurchased by the Servicer in accordance with Section 2.02, 2.03 or 3.12; and
(xxxv) the Stated Principal Balance of any Substitute Mortgage Loan
provided by the Seller and the Stated Principal Balance of any Mortgage Loan
that has been replaced by a Substitute Mortgage Loan in accordance with
Section 2.03.
By each Determination Date the Servicer shall provide to the Trustee in
electronic form the information needed to determine the distributions to be
made pursuant to Section 4.02 and any other information on which the Servicer
and the Trustee mutually agree.
The Trustee's responsibility for disbursing the above information to the
Certificateholders is limited to the availability, timeliness and accuracy of
the information derived from the Servicer."
SECTION 9. Amendment to Exhibit Q.
-----------------------
Exhibit Q of the Pooling and Servicing Agreement is hereby amended and
restated in its entirety as follows:
"[Reserved]"
SECTION 10. Amendment to Exhibit S.
-----------------------
Exhibit S of the Pooling and Servicing Agreement is hereby amended by
adding the following provisions:
"Where there are multiple checks for criteria the attesting party will
identify in their management assertion that they are attesting only to the
portion of the distribution chain they are responsible for in the related
transaction agreements.
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Reference Servicing Criteria Servicer Trustee Notes
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1122(d)(1)(i) Policies and procedures X X
are instituted to monitor
any performance or other
triggers and events of
default in accordance
with the transaction
agreements.
1122(d)(1)(ii) If any material servicing X X
activities are outsourced
to third parties,
policies and procedures
are instituted to monitor
the third party's
performance and
compliance with such
servicing activities.
1122(d)(1)(iii) Any requirements in the NA
transaction agreements to
maintain a back-up
servicer for the Pool
Assets are maintained.
1122(d)(1)(iv) A fidelity bond and X
errors and omissions
policy is in effect on
the party participating
in the servicing function
throughout the reporting
period in the amount of
coverage required by and
otherwise in accordance
with the terms of the
transaction agreements.
1122(d)(2)(i) Payments on pool assets X X
are deposited into the
appropriate custodial
bank accounts and
related bank clearing
accounts no more than
two business days
following receipt, or
such other number of
days specified in the
transaction agreements.
1122(d)(2)(ii) Disbursements made via X X
wire transfer on behalf
of an obligor or to an
investor are made only
by authorized personnel.
1122(d)(2)(iii) Advances of funds or X
guarantees regarding
collections, cash flows
or distributions, and
any interest or other
fees charged for such
advances, are made,
reviewed and approved as
specified in the
transaction agreements.
1122(d)(2)(iv) The related accounts for X X
the transaction, such as
cash reserve accounts or
accounts established as
a form of over
collateralization, are
separately maintained
(e.g., with respect to
commingling of cash) as
set forth in the
transaction agreements.
1122(d)(2)(v) Each custodial account X X
is maintained at a
federally insured
depository institution
as set forth in the
transaction agreements.
For purposes of this
criterion, "federally
insured depository
institution" with
respect to a foreign
financial institution
means a foreign
financial institution
that meets the
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Reference Servicing Criteria Servicer Trustee Notes
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requirements of Rule
13k-1(b)(1) of the
Securities Exchange Act.
1122(d)(2)(vi) Unissued checks are X
safeguarded so as to
prevent unauthorized
access.
1122(d)(2)(vii) Reconciliations are X X
prepared on a monthly
basis for all
asset-backed securities
related bank accounts,
including custodial
accounts and related
bank clearing accounts.
These reconciliations
are (A) mathematically
accurate; (B) prepared
within 30 calendar days
after the bank statement
cutoff date, or such
other number of days
specified in the
transaction agreements;
(C) reviewed and
approved by someone
other than the person
who prepared the
reconciliation; and (D)
contain explanations for
reconciling items. These
reconciling items are
resolved within 90
calendar days of their
original identification,
or such other number of
days specified in the
transaction agreements.
1122(d)(3)(i) Reports to investors, X X
including those to be filed
with the Commission, are
maintained in accordance with
the transaction agreements and
applicable Commission
requirements. Specifically,
such reports (A) are prepared
in accordance with timeframes
and other terms set forth in
the transaction agreements; (B)
provide information calculated
in accordance with the terms
specified in the transaction
agreements; (C) are filed with
the Commission as required by
its rules and regulations; and
(D) agree with investors' or
the trustee's records as to the
total unpaid principal balance
and number of Pool Assets
serviced by the Servicer.
1122(d)(3)(ii) Amounts due to investors X X
are allocated and
remitted in accordance
with timeframes,
distribution priority and
other terms set forth in
the transaction
agreements.
1122(d)(3)(iii) Disbursements made to an X X
investor are posted
within two business days
to the Servicer's
investor records, or such
other number of days
specified in the
transaction agreements.
1122(d)(3)(iv) Amounts remitted to X X
investors per the investor
reports agree with cancelled
checks, or other form of
payment, or custodial bank
statements.
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Reference Servicing Criteria Servicer Trustee Notes
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1122(d)(4)(i) Collateral or security X X
on pool assets is
maintained as required
by the transaction
agreements or related
pool asset documents.
1122(d)(4)(ii) Pool assets and related X X
documents are
safeguarded as required
by the transaction
agreements.
1122(d)(4)(iii) Any additions, removals X X
or substitutions to the
asset pool are made,
reviewed and approved in
accordance with any
conditions or
requirements in the
transaction agreements.
1122(d)(4)(iv) Payments on pool assets, X
including any payoffs,
made in accordance with
the related pool asset
documents are posted to
the Servicer's obligor
records maintained no
more than two business
days after receipt, or
such other number of
days specified in the
transaction agreements,
and allocated to
principal, interest or
other items (e.g.,
escrow) in accordance
with the related pool
asset documents.
1122(d)(4)(v) The Servicer's records X
regarding the pool assets
agree with the Servicer's
records with respect to an
obligor's unpaidprincipal
balance.
1122(d)(4)(vi) Changes with respect to X
the terms or status of
an obligor's pool assets
(e.g., loan
modifications or
re-agings) are made,
reviewed and approved by
authorized personnel in
accordance with the
transaction agreements
and related pool asset
documents.
1122(d)(4)(vii) Loss mitigation or X
recovery actions (e.g.,
forbearance plans,
modifications and deeds
in lieu of foreclosure,
foreclosures and
repossessions, as
applicable) are
initiated, conducted and
concluded in accordance
with the timeframes or
other requirements
established by the
transaction agreements.
1122(d)(4)(viii) Records documenting X
collection efforts are
maintained during the
period a pool asset is
delinquent in accordance
with the transaction
agreements. Such records
are maintained on at
least a monthly basis,
or such other period
specified in the
transaction agreements,
and describe the
entity's activities in
monitoring delinquent
pool assets including,
for example, phone
calls, letters and
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payment rescheduling
plans in cases where
delinquency is deemed
temporary (e.g., illness
or unemployment).
1122(d)(4)(ix) Adjustments to interest X
rates or rates of return
for pool assets with
variable rates are
computed based on
the related pool asset
documents.
1122(d)(4)(x) Regarding any funds held X
in trust for an obligor
(such as escrow
accounts): (A) such
funds are analyzed, in
accordance with the
obligor's pool asset
documents, on at least
an annual basis, or such
other period specified
in the transaction
agreements; (B) interest
on such funds is paid,
or credited, to obligors
in accordance with
applicable pool asset
documents and state
laws; and (C) such funds
are returned to the
obligor within 30
calendar days of full
repayment of the related
pool assets, or such
other number of days
specified in the
transaction agreements.
1122(d)(4)(xi) Payments made on behalf X
of an obligor (such as
tax or insurance
payments) are made on or
before the related
penalty or expiration
dates, as indicated on
the appropriate bills or
notices for such
payments, provided that
such support has been
received by the servicer
at least 30 calendar
days prior to these
dates, or such other
number of days specified
in the transaction
agreements.
1122(d)(4)(xii) Any late payment X
penalties in connection
with any payment to be
made on behalf of an
obligor are paid from
the Servicer's funds and
not charged to the
obligor, unless the late
payment was due to the
obligor's error or
omission.
1122(d)(4)(xiii) Disbursements made on X
behalf of an obligor are
posted within two
business days to the
obligor's records
maintained by the
servicer, or such other
number of days specified
in the transaction
agreements.
1122(d)(4)(xiv) Delinquencies, X
charge-offs and
uncollectible accounts
are recognized and
recorded in accordance
with the transaction
agreements.
1122(d)(4)(xv) Any external enhancement X (with X
or other support, respect to
identified in Item a swap
1114(a)(1) through (3) disclosure
or Item 1115 of
Regulation AB, is
maintained as set forth
in the transaction
agreements.
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Reference Servicing Criteria Servicer Trustee Notes
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event)
SECTION 11. Amendment to Exhibit U.
-----------------------
Exhibit U of the Pooling and Servicing Agreement is hereby amended in
its entirety and will read as follows:
"FORM OF ▇▇▇▇▇▇▇▇-▇▇▇▇▇ CERTIFICATION
(Replacement of Servicer)
Re: IndyMac INDX Mortgage Loan Trust 2006-AR3
The undersigned Servicer hereby certifies to the Depositor and its
officers, directors and Affiliates (collectively, the "Certification Parties")
as follows, with the knowledge and intent that the Certification Parties will
rely on this Certification in connection with the certification concerning the
Trust Fund to be signed by an officer of the Depositor and submitted to the
Securities and Exchange Commission pursuant to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002:
1. I have reviewed the servicer compliance statement of the Servicer
provided in accordance with Item 1123 of Regulation AB (the "Compliance
Statement"), the report on assessment of the Servicer's compliance with the
servicing criteria set forth in Item 1122(d) of Regulation AB (the "Servicing
Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122
of Regulation AB (the "Servicing Assessment"), the registered public
accounting firm's attestation report provided in accordance with Rules 13a-18
and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the
"Attestation Report"), and all servicing reports, officer's certificates and
other information relating to the servicing of the Mortgage Loans by the
Servicer during 200[ ] that were delivered by the Servicer to the Trustee
pursuant to the Agreement (collectively, the "Servicing Information");
2. Based on my knowledge, the Servicing Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with
respect to the period of time covered by the Servicing Information;
3. Based on my knowledge, all of the Servicing Information required to
be provided by the Servicer under the Agreement has been provided to the
Depositor or the Trustee, as applicable;
4. I am responsible for reviewing the activities performed by the
Servicer as servicer under the Servicing Agreement (the "Pooling and Servicing
Agreement") relating to the above-referenced Series, among IndyMac MBS, Inc.,
as Depositor, IndyMac Bank, F.S.B., as Seller
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and Servicer, and Deutsche Bank National Trust Company, as Trustee and based
on my knowledge and the compliance review conducted in preparing the
Compliance Statement and except as disclosed in the Compliance Statement, the
Pooling and Servicing Assessment or the Attestation Report, the Servicer has
fulfilled its obligations under the Agreement in all material respects; and
5. The Compliance Statement required to be delivered by the Servicer
pursuant to the Pooling and Servicing Agreement, and the Servicing Assessment
and Attestation Report required to be provided by the Servicer and by any
Reporting Subcontractor pursuant to the Agreement, have been provided to the
Depositor. Any material instances of noncompliance described in such reports
have been disclosed to the Depositor. Any material instance of noncompliance
with the Servicing Criteria has been disclosed in such reports.
[SERVICER]
By:
---------------------------------
Name:
Title:
Date: "
-----------------------------
SECTION 12. 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 13. Notices.
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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.
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SECTION 14. 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 15. 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 16. 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 17. Section Headings.
-----------------
The section headings herein are for convenience of reference only, and
shall not limit or otherwise affect the meaning hereof.
SECTION 18. 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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------
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/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Title: Associate
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