AMENDMENT NO. 1
to the
POOLING AND SERVICING AGREEMENT
dated as of September 1, 2004
HOME EQUITY MORTGAGE LOAN ASSET-BACKED
TRUST,
HOME EQUITY MORTGAGE LOAN ASSET-BACKED
CERTIFICATES,
SERIES SPMD 2004-B
This AMENDMENT NO. 1, dated and
effective as of April 15, 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 September 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 4.02(IV) of the Pooling
and Servicing Agreement is hereby amended by deleting Sections
4.02(IV)(d) in its entirety and replacing it with the following
paragraph:
(d) From payments, if any, received
under Cap Contract A as follows, subject to the provisions set
forth in subsection (g) below:
(i) to the Class A-I Certificates
based on the amount of the Net WAC Cap Carry Forward Amount for
such Class;
(ii) to the Subordinated
Certificates, sequentially, based on the amount of the Net WAC Cap
Carry Forward Amount for each such Class to the extent not paid
from payments under Section 4.02(f)(ii) below or payments under Cap
Contract B pursuant to Section 4.02(e)(ii) below; and
(iii) to the Class C Certificates
any remaining cap payments.
(b) Section 4.02(IV) of the Pooling
and Servicing Agreement is hereby amended by deleting the first
paragraph of Section 4.02(IV)(e) in its entirety and replacing it
with the following paragraph:
(e) From payments, if any, received
under Cap Contract B as follows, subject to the provisions set
forth in subsection (g) below:
(i) to the Group II Certificates,
pro rata, based on the amount of the Net WAC Cap Carry Forward
Amount for each such Class;
(ii) to the Subordinated
Certificates, sequentially, based on the amount of the Net WAC Cap
Carry Forward Amount for each such Class to the extent not paid
from payments under Section 4.02(f)(ii) below or payments under Cap
Contract A pursuant to Section 4.02(d)(ii) above; and
(iii) to the Class C Certificates,
any remaining cap payments.
(c) Section 4.02(IV) of the Pooling
and Servicing Agreement is hereby amended by adding the following
subsection (g) thereto:
(g) Notwithstanding anything to the
contrary herein, for so long as any Certificates are held by the
Seller or its Affilia
