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HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST
SERIES INABS 2006-D
_____________________
AMENDMENT NO. 1 TO POOLING AND SERVICING
AGREEMENT
Dated as of November 30,
2006
_________________________
HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST SERIES INABS 2006-D
Home Equity Mortgage Loan
Asset-Backed Certificates Series INABS 2006-D
AMENDMENT NO. 1
AMENDMENT No. 1 (this "Amendment"), effective as
of September 1, 2006 (the "Effective Date"), among INDYMAC MBS,
INC. (the "Depositor"), INDYMAC BANK, F.S.B.., (the "Seller and the
"Servicer") and DEUTSCHE BANK NATIONAL TRUST COMPANY (the "Trustee"
and the "Supplemental Interest Trust Trustee").
PRELIMINARY STATEMENT
WHEREAS, the Depositor, the Seller, the Servicer,
the Trustee and the Supplemental Interest Trust Trustee are parties
to the Pooling and Servicing Agreement, dated as of September 1,
2006 (the "Agreement"); and
WHEREAS, Section 10.01 of the Agreement provides
that the Agreement may be amended by the Depositor, the Servicer
and the Trustee with the consent of the NIM Insurer;
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 as follows:
1. Capitalized
terms used but not defined herein shall have the meanings ascribed
to such terms in the Agreement.
2. Amendments
The definition of Group I Principal Distribution
Amount, included in Section 1.01 of the Agreement is replaced in
its entirety by the following:
"For any Distribution Date, the product of: (x)
the Principa
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