EXHIBIT 99.1
The Amendment.
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AMENDMENT NO. 1
Dated as of August 16, 2006
to
POOLING AND SERVICING AGREEMENT
Dated as of June 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
INDYMAC INDX MORTGAGE LOAN TRUST 2006-AR19
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-AR19
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THIS AMENDMENT NO. 1, dated as of August 16, 2006 (the "Amendment"), to
the POOLING AND SERVICING AGREEMENT, dated as of June 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, IndyMac Bank, F.S.B., as seller and servicer, and
Deutsche Bank National Trust Company, as trustee and supplemental interest
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. Amendments to Preliminary Statement.
Footnote (4) to the table appearing in the Preliminary Statement of the
Pooling and Servicing Agreement under the subheading entitled "The Master REMIC"
is hereby amended and restated in its entirety as follows:
"(4) The Pass-Through Rate for the Class 1-A-4 Certificates for the
Interest Accrual Period related to each Distribution Date will equal (i) the
Weighted Average Net Mortgage Rate of the Group 1 Mortgage Loans minus (ii) the
product of (a) the Pass-Through Rate of the Class 1-A-1 Certificates for that
Interest Accrual Period and (b) (1) the number of days in the Interest Accrual
Period for the Class 1-A-1 Certificates, divided by (2) 30. The Pass-Through
Rate for the Class 1-A-4 Certificates for the Interest Accrual Period related to
the first Distribution Date is 1.9195% per annum."
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.
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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.
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IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused this Amendment No. 1 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/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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INDYMAC BANK, F.S.B.
as Servicer
By:/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Trustee
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
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Title: Associate
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