EXHIBIT 99.1
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The Amendment.
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AMENDMENT NO. 1
Dated as of December 1, 2006
to
POOLING AND SERVICING AGREEMENT
Dated as of September 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-FLX1
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-FLX1
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THIS
AMENDMENT NO. 1, dated as of December 1, 2006 (the "Amendment"),
to
the POOLING AND SERVICING AGREEMENT, dated as of September 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,
the second paragraph of Section 10.01 of the Pooling and
Servicing Agreement provides that the Pooling and Servicing
Agreement may be
amended by the Depositor, the Servicer and the Trustee with the
consent of the
Holders of a Majority in Interest of each Class of Certificates
affected thereby
for the purpose of adding any provisions to or changing in any
manner or
eliminating any of the provisions of the Pooling and Servicing
Agreement or of
modifying in any manner the rights of the Holders of Certificates;
provided,
however, that no such amendment shall reduce in any manner the
amount of, or
delay the timing of, payments required to be distributed on any
Certificate
without the consent of the Holder of such Certificate;
WHEREAS,
the Depositor has received a letter from each Rating Agency,
copies of which are attached hereto as Exhibit A, stating that the
Amendment
will not result in a downgrading or withdrawal of the respective
ratings then
assigned to the Certificates;
WHEREAS,
each Depository Participant representing in the aggregate a
Percentage Interest of not less than 100% of each of the Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Certificates, in each
case acting
(i) pursuant to authority conferred upon them by the Depository
Trust Company
("DTC") as of the Record Date of November 24, 2006, as the Holder
of such
Certificates, and (ii) in accordance with direction received from
either (a) the
Certificate Owners of such Certificates or (b) one or more
financial
intermediaries acting at the direction of the Certificate Owners of
such
Certificates, have consented to the adoption of the Amendment (a
signed original
of the action of each such party being attached hereto as Exhibit A
through F);
WHEREAS,
the Depositor and the Servicer have concluded that (i) no
interests of any Class of Certificates other than the Class M-1,
Class M-2,
Class M-3, Class M-4, Class M-5 and Class M-6 Certificates would be
affected by
the Amendment and that no consent of any other Class of
Certificates is required
for the adoption of the Amendment and (ii) the Amendment shall not
reduce in any
manner the amount of, or delay the timing of, payments required to
be
distributed on any Certificates other than the Class M-1, Class
M-2, Class M-3,
Class M-4, Class M-5 and Class M-6 Certificates;
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
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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 Definitions in Section 1.01.
(a) The
table in the definition for the Cumulative Loss Trigger Event
of
the Pooling and Servicing Agreement is hereby amended and restated
in its
entirety as follows:
2
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<TABLE>
<CAPTION>
Distribution Date
Percentage
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<C>
"October 2009 - September 2010................. 0.15% with respect to
October 2009, plus an additional 1/12th of
0.25% for each month thereafter through September 2010
October 2010 - September 2011.................. 0.40% with respect to
October 2010, plus an additional 1/12th of
0.30% for each month thereafter through September 2011
October 2011 - September 2012.................. 0.70% with respect to
October 2011, plus an additional 1/12th of
0.30% for each month thereafter through September 2012
October 2012 - September 2013.................. 1.00% with respect to
October 2012, plus an additional 1/12th of
0.35% for each month thereafter through September 2013
October 2013 - September 2014.................. 1.35% with respect to
October 2013, plus an additional 1/12th of
0.15% for each month thereafter through September 2014
October 2014 - September 2015.................. 1.50% with respect to
October 2014, plus an additional 1/12th of
0.15% for each month thereafter through September 2015
October 2015 - September 2016.................. 1.65% with respect to
October 2015, plus an additional 1/12th of
0.15% for each month thereafter through September 2016
October 2016 and thereafter.................... 1.80%"
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(b) The
defin
