AMENDMENT NO. 2
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 SPMD 2004-C
This AMENDMENT NO. 2, dated and
effective as of February 17, 2005 (this “Amendment”),
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 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) Schedule III to the Pooling and
Servicing Agreement is hereby amended by adding the following
representation and warranty:
(39) With
respect to any Group I Mortgage Loan originated on or after August
1, 2004 and underlying the Certificates, neither the related
Mortgage nor the related Mortgage Note requires the Mortgagors to
submit to arbitration to resolve any dispute arisin
