EXHIBIT 99.1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated December 28,
2004 (the "Instrument"), among IndyMac ABS, Inc. (the "Depositor"), IndyMac
Bank, F.S.B. (the "Seller") and Deutsche Bank National Trust Company (the
"Trustee"), and pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2004 (the "Pooling and Servicing Agreement"), among the Depositor as
depositor, the Seller as master servicer (in such capacity, the "Master
Servicer") and the Trustee as trustee of the IndyMac ABS, Inc., Home Equity
Mortgage Loan Asset-Backed Certificates, Series SPMD 2004-C, the Seller and
Depositor agree to the sale by the Seller and the purchase by the Depositor, and
the Depositor and Trustee agree to the sale by the Depositor and the purchase by
the Trustee, on behalf of the Trust Fund, of the Mortgage Loans listed on the
attached Schedule of Subsequent Mortgage Loans (the "Subsequent Mortgage
Loans").
Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.
Section 1. Conveyance of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set
over and convey to the Depositor, without recourse, and the Depositor does
hereby sell, transfer, assign, set over and convey to the Trustee on behalf of
the Trust Fund, without recourse, all of its right, title and interest in and to
the Subsequent Mortgage Loans, including all amounts due on the Subsequent
Mortgage Loans after the related Subsequent Cut-off Date, and all items with
respect to the Subsequent Mortgage Loans to be delivered pursuant to Section
2.01 of the Pooling and Servicing Agreement; provided, however that the Seller
reserves and retains all right, title and interest in and to amounts due on the
Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date.
The Seller and the Depositor, contemporaneously with the delivery of this
Instrument, have delivered or caused to be delivered to the Depositor and the
Trustee, respectively, each applicable item set forth in Section 2.01 of the
Pooling and Servicing Agreement. The transfer to the Depositor by the Seller of
the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent
Mortgage Loans shall be absolute and is intended by the Seller to constitute and
to be treated as a sale by the Seller to the Depositor. The transfer to the
Trustee by the Depositor of the Subsequent Mortgage Loans identified on the
attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended
by the Depositor, the Master Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Depositor to the Trust Fund.
(b) Reserved.
(c) Additional terms of the sale are set forth on
Attachment A hereto.
5
Section 2. Representations and Warranties; Conditions Precedent.
(a) Each of the Seller and the Depositor hereby confirms
that each of the applicable conditions precedent and applicable representations
and warranties set forth in Section 2.07 of the Pooling and Servicing Agreement
are satisfied as of the date hereof.
(b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict, the provisions of this Instrument shall control over the
conflicting provisions of the Pooling and Servicing Agreement.
Section 3. Recordation of Instrument.
To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Master
Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.
Section 4. Governing Law.
This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.
Section 5. Counterparts.
This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.
Section 6. Successors and Assigns.
This Instrument shall inure to the benefit of and be binding upon the
Seller, the Depositor, the Trustee and their respective successors and assigns.
6
INDYMAC ABS, INC., as Depositor
By:___________________________
Name:
Title:
INDYMAC BANK, F.S.B., as Seller
By:____________________________
Name:
Title:
DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Trustee
By:____________________________
Name:
Title:
By:____________________________
Name:
Title:
7
ATTACHMENTS
-----------
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
8
ATTACHMENT A
ADDITIONAL TERMS OF SALE
General
Subsequent Transfer Date: December 28, 2004
Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-off
Date: $128,960,804.56
Purchase Price: 100.00%
The following representations and warranties with respect to such
Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date
are true and correct: (i) the Subsequent Mortgage Loan may not be 30 or more
days delinquent as of the related Subsequent Cut-off Date; (ii) the remaining
term to stated maturity of the Subsequent Mortgage Loan shall not be less than
158 months and shall 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 shall not have a Loan-to-Value Ratio or Combined
Loan-to-Value Ratio greater than 100.00%; (v) the Subsequent Mortgage Loans
shall have, as of the Subsequent Cut-off Date, a weighted average age since
origination not in excess of two months; (vi) such Subsequent Mortgage Loan
shall not have a Mortgage Rate less than 4.25% or greater than 13.00%; (vii) the
Subsequent Mortgage Loan shall have been serviced by the Master Servicer since
origination or purchase by the Originator in accordance with its standard
servicing practices; (viii) the Subsequent Mortgage Loan must have a first
payment date occurring on or before February 1, 2005; (ix) the Subsequent
Mortgage Loan will have a Stated Principal Balance no greater than $1,000,000;
and (x) the Subsequent Mortgage Loan shall have been underwritten in accordance
with the criteria set forth under the section "The Mortgage Pool-Underwriting
Standards; Representations" in the Prospectus Supplement.
Following the purchase of the Subsequent Group I Mortgage Loans, the
Group I Mortgage Loans (including the related Subsequent Group I Mortgage Loans)
shall, as of the related Subsequent Cut-off Date: (i) have an original term to
stated maturity of not more than 360 months from the first payment date thereon;
(ii) have a Mortgage Rate of not less than 4.50% and not more than 13.00%; (iii)
have a weighted average Loan-to-Value Ratio of approximately 78.38%; (iv) have
no Mortgage Loan with a principal balance in excess of $509,000; (v) will
consist of Mortgage Loans with Prepayment Charges representing no less than
approximately 71.71% of the Mortgage Loans in Loan Group I; (vi) with respect to
the adjustable-rate Mortgage Loans in Loan Group I, have a weighted average
gross margin of approximately 5.198%; and (vii) have a weighted average FICO
Score of approximately 609; in each case measured by aggregate principal balance
of the Mortgage Loans in Loan Group I as of the Cut-off Date or Subsequent
Cut-off Date applicable to each Mortgage Loan.
Following the purchase of the Subsequent Group II Mortgage Loans, the
Group II Mortgage Loans (including the related Subsequent Group II Mortgage
Loans) shall, as of the related Subsequent Cut-off Date: (i) have an original
term to stated maturity of not more than 480 months from the first payment date
thereon; (ii) have a Mortgage Rate of not less than 4.25% and not more than
13.00%; (iii) have a weighted average Loan-to-Value Ratio of approximately
77.55%; (iv) have no Mortgage Loan with a principal balance in excess of
$1,000,000; (v) will consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 60.13% of the Mortgage Loans in Loan
Group II; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group
II, have a weighted average gross margin of approximately 4.927%; and (vii) have
a weighted average FICO Score of
9
approximately 618; in each case measured by aggregate principal balance of the
Mortgage Loans in Loan Group II as of the Cut-off Date or Subsequent Cut-off
Date applicable to each Mortgage Loan.
10
ATTACHMENT B
SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
[Filed by Paper]
11
