INDYMAC MBS,
INC.
INDYMAC RESIDENTIAL
MORTGAGE-BACKED TRUST, SERIES 2006-L2
RESIDENTIAL MORTGAGE-BACKED
CERTIFICATES, SERIES 2006-L2
_____________________
AMENDMENT NO. 1 TO POOLING
AND SERVICING AGREEMENT
Dated as of September 1,
2006
AMENDMENT NO. 1
AMENDMENT No. 1 to Pooling and Servicing
Agreement (the “Amendment”) effective as of September
1, 2006 (the “Effective Date”) among INDYMAC MBS, 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 June 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 omitted that
the right to receive Prepayment Charges provided for in the
Agreement shall be evidenced by a certificate; 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:
1. That, as of the Effective Date, the Agreement
is hereby amended to:
(a) add the
following definition of “Class P Certificate” to
Article I, Section 1.01 of the Agreement:
“Class P
Certificate”: Any one of the certificates designated as a
“Class P Certificate” on the face thereof executed by
the Trustee, and authenticated and delivered by the Certificate
Registrar, in the form of Exhibit A-6 hereto, evidencing the right
to Prepayment Charges set forth in Section 3.18 hereof. The Class P
Certificate shall at all times be issued in the name of the
Servicer and shall not evidence ownership of a Regular Interest in
any REMIC issued under the Agreement.
(b) replace the
second paragraph of Section 3.18 to the Agreement in its entirety
with the following:
“Additional servicing compensation in the
form of assumption fees, late payment charges, insufficient funds
charges, Prepayment Charges, ancillary income or otherwise shall be
retained by the Servicer only to the extent such fees or charges
are received by the Servicer. The right to receive any such
Prepayment Charges shall be evidenced by the issuance of a Class P
Certificate which shall not be separately transferable from the
servicing and shall at all times be issued in the name of the
Servicer. The Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account and pursuant to
Section 3.23(b) to withdraw from any REO Account, as additional
servicing compensation, interest or other income earned on deposits
therein, subject to Section 3.12 and Section 3.24. The Servicer
shall be required to pay all expenses incurred by it in connection
with its servicing activities hereunder (including premiums for the
insurance required by Section 3.14, to the extent such premiums are
not paid by the related Mortgagors or by a Sub-Servicer and
servicing compensation of each Sub-Servicer) and shall not be
entitled to reimbursement therefor except as specifically provided
herein.”
(c) add Annex 1
hereto as Exhibit A-6 to the Agreement.
2. 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.
3. The Depositor hereby certifies that all
conditions for the execution of this Amendment have been
satisfied.
4. The Trustee's reporting obligations with
respect to the Class P Certificate will begin with the Distribution
Date in January 2007.
5. Capitalized terms used but not defined herein
shall have the meanings ascribed to such terms in the
Agreement.
6. 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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By: /s/ Jill
Jacobson
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By: /s/ Jill
Jacobson
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DEUTSCHE BANK
NATIONAL TRUST COMPANY,
By: /s/
Jennifer Hermansader
Name: Jennifer
Hermansader
By: /s/ Marion Hogan
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FINANCIAL
GUARANTY INSURANCE COMPANY
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Annex 1
FORM OF CLASS P
CERTIFICATES
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES
ACT.
THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE
HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
CERTIFICATE EXCEPT TO ANY SUBSEQUENT SERVICER UNDER THE AGREEMENT
(AS DEFINED HEREIN).
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE
BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE
MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
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Percentage
Interest of this Certificate
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