AMENDMENT NO. 1
to the
POOLING AND SERVICING AGREEMENT
dated as of March 1, 2005
HOME EQUITY MORTGAGE LOAN ASSET-BACKED
TRUST,
HOME EQUITY MORTGAGE LOAN ASSET-BACKED
CERTIFICATES,
SERIES INABS 2005-A
This AMENDMENT NO. 1, dated and
effective as of May 10, 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 March 1,
2005 (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 2.07 of the
Pooling and Servicing Agreement is hereby amended by replacing
subsection (c) with the following paragraph:
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(c)
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The obligation of the Trust Fund to purchase a
Subsequent Mortgage Loan on any Subsequent Transfer Date is subject
to the satisfaction of the conditions set forth in the immediately
preceding paragraph and the accuracy of the following
representations and warranties with respect to the each such
Subsequent Mortgage Loan determined as of the applicable Subsequent
Cut-off Date: (i) such Subsequent Mortgage Loan may not be 30 or
more days delinquent as of the applicable Subsequent Cut-off Date;
provided, however, that such Subsequent Mortgage Loans may have a
first payment date occurring on or after the applicable Subsequent
Cut-off Date and, therefore, such Subsequent Mortgage Loan could
not have been delinquent as of such Subsequent Cut-off Date; (ii)
the remaining term to maturity of such Subsequent Mortgage Loan
will not be less than 158
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months and will not exceed 473
months from its first payment date; (iii) the Subsequent Mortgage
Loan may not provide for negative amortization; (iv) the Subsequent
Mortgage Loan will not have a Loan-to-Value Ratio greater than
100%; (v) such Subsequent Mortgage Loans will have, as of the
related Subsequent Cut-off Date, a weighted average age since
origination not in excess of two months; (vi) such Subsequent
Mortgage Loan will not have a Mortgage Rate less than 4.25% or
greater than 13.00%; (vii) such mortgage loan will have been
serviced by the Master Servicer since origination or purchase by
the Seller in accordance with its standard servicing practices;
(viii) such Subsequent Mortgage Loan will have a first payment date
occurring on or before June 1, 2005; (ix) such Subsequent Mortgage
Loan will have a principal balance no greater than $1,000,000; and
(x) such Subsequent Mortgage Loan will have been underwritten in
accordance with the criteria set forth
