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
AMENDMENT NO. 1
AMENDMENT No. 1 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 r
