AMENDMENT NUMBER ONE
to the
POOLING AND SERVICING AGREEMENT
dated as of December 1, 2004
HOME EQUITY MORTGAGE LOAN ASSET-BACKED
TRUST,
HOME EQUITY MORTGAGE LOAN ASSET-BACKED
CERTIFICATES, SERIES 2004-C
This AMENDMENT NUMBER ONE (this
“Amendment”) is made and is effective as of this 1st
day of February, 2005, among INDYMAC ABS, INC. (the
“Depositor”), INDYMAC BANK, F.S.B. (the
“Seller” and the “Servicer” as applicable)
and DEUTSCHE BANK NATIONAL TRUST COMPANY (the
“Trustee”), to the Pooling and Servicing Agreement
relating to the above-captioned Asset Backed Certificates, dated as
of December 1, 2004 (the “Pooling and Servicing
Agreement”), among the Depositor, the Seller, the Servicer
and the Trustee.
RECITALS
WHEREAS, the parties hereto are
entering into this Amendment pursuant to the first paragraph of
Section 10.01 of the Pooling and Servicing Agreement.
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, and of the mutual covenants herein contained, the
parties hereto hereby agree as follows:
SECTION 1. Defined
Terms . Capitalized terms used but not defined herein shall
have the meanings ascribed thereto in the Pooling and Servicing
Agreement.
SECTION 2.
Amendment . The parties hereto agree to amend the Pooling
and Servicing Agreement as provided herein:
(a) Section 2.03 of the Pooling and
Servicing Agreement is hereby amended by deleting Section 2.03(a)
in its entirety and replacing it with the following
paragraph:
IndyMac, in its capacities as Seller
and Master Servicer, hereby makes the representations and
warranties in Schedule II, and by this reference incorporated
herein, to the Depositor and the Trustee, as of the Closing Date.
The Master Servicer will fully furnish, in accordance with the Fair
Credit Reporting Act and its implementing regulations, accurate and
complete information (i.e., favorable and unfavorable) on its
credit files for the related Mortgagor for each Mortgage Loan to
Equifax, Experian and Trans Union Credit Information Company on a
monthly basis.
(b) Section 2.03 of the Pooling and
Servicing Agreement is hereby amended by deleting the first
paragraph of Section 2.03(c) in its entirety and replacing it with
the following paragraph:
Upon discovery by any of the parties
hereto of a breach of a representation or warranty made pursuant to
Section 2.03(b) that materially and adversely affects the interests
of the Certificateholders in any Mortgage Loan, the party
discovering such breach shall give prompt notice thereof to the
other parties and the NIM Insurer. A breach of the representation
or warranty made pursuant to clauses (29), (30), (33), (34), (35)
and (36) of Schedule III or a breach of the covenant of the Master
Servicer made pursuant to clause (a) above will be deemed to
materially and adversely affect the interests of the
Certificateholders in the related Mortgage Loan. The Seller hereby
covenants that within 90 days of the earlier of its discovery or
its receipt of written notice from any party of a breach of any
representation or warranty made pursuant to Section 2.03(b) that
materially and adversel
