Exhibit 99.1
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AMENDMENT NO. 1
Dated as of February 20, 2007
to
POOLING AND SERVICING AGREEMENT
Dated as of October 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
RESIDENTIAL ASSET SECURITIZATION TRUST 2006-A14CB
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2006-N
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THIS
AMENDMENT NO. 1, dated as of February 20, 2007 (the "Amendment"),
to
the POOLING AND SERVICING AGREEMENT, dated as of October 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 fourth 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 each Class of Certificates affected thereby for the
purpose of
changing the payments required to be distributed on any
Certificate;
WHEREAS,
the Depository Participant representing in the aggregate a
Percentage Interest of not less than 100% of each of the Class B-1,
Class B-2
and Class B-3 Certificates and the Holder representing in the
aggregate a
Percentage Interest of not less than 100% of each Class B-4, Class
B-5 and
Class B-6 Certificates have consented to the adoption of the
Amendment (a
signed original of the action of each such party being attached
hereto as
Exhibits A through F (each such consent, a "Written Consent"));
WHEREAS,
the Depositor and the Servicer have concluded that (i) no
interests of any Class of Certificates other than a Class of
Subordinated
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
a Class of Subordinated 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 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
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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 Preliminary Statement.
(a) The sentence
in footnote (7) under the heading "The Master REMIC "
are hereby amended and restated in its entirety as follows:
"The
Pass-Through Rate for a Class of Subordinated Certificates for
the
Interest Accrual Period for any Distribution Date will be a per
annum rate
equal to the sum of (i) 6.25% multiplied by the excess of the
aggregate of the
Applicable Fraction for Collateral Allocation Group 1 of the Stated
Principal
Balance of each Mortgage Loan as of the Due Date in the month
preceding the
month of that Distribution Date (after giving effect to Principal
Prepayments
received in the Prepayment Period related to that prior Due Date)
over the
aggregate Class Certificate Balance of the Group 1 Senior
Certificates
immediately prior to that Distribution Date and (ii) 6.50%
multiplied by the
excess of the aggregate of the Applicable Fraction for Collateral
Allocation
Group 2 of the Stated Principal Balance of each Mortgage Loan as of
the Due
Date in the prior month (after giving effect to Principal
Prepayments received
in the Prepayment Period related to that prior Due Date) over the
aggregate
Class Certificate Balance of the Group 2 Senior Certificates
immediately prior
to that Distribution Date and divided by the aggregate Class
Certificate
Balance of the Subordinated Certificates immediately prior to
that
Distribution Date. The Pass-Through Rate for each class of
Subordinated
Certificates for the initial Interest Accrual Period is 6.438981%
per annum."
2
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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
