EXHIBIT 99.1
SUBSEQUENT TRANSFER INSTRUMENT
Pursuant to this Subsequent Transfer Instrument, dated October 12, 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 September 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-B, 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.
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(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.
Section 2. Representations and Warranties; Conditions Precedent.
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(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.
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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.
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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.
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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.
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This Instrument shall inure to the benefit of and be binding
upon the Seller, the Depositor, the Trustee and their respective successors and
assigns.
INDYMAC ABS, INC., as Depositor
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Senior Vice President
INDYMAC BANK, F.S.B., as Seller
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
Title: Senior Vice President
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Associate
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
ATTACHMENTS
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
ATTACHMENT A
ADDITIONAL TERMS OF SALE
A. General
1. Subsequent Cut-off Date: October 1, 2004
2. Subsequent Transfer Date: October 12, 2004
3. Aggregate Principal Balance of the Subsequent Mortgage
Loans as of the Subsequent Cut-off Date:
$95,562,790.00
4. Purchase Price: 100.00%
B. 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
161 months and shall not exceed 360 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 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 1.44
months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than
3.3750% or greater than 13.000%; (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
December 1, 2004; (ix) the Subsequent Mortgage Loan will have a Stated Principal
Balance no greater than $1,050,000; 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.
C. 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 4.125% and not more than 13.000%;
(iii) have a weighted average Loan-to-Value Ratio of approximately 76.93%; (iv)
have no Mortgage Loan with a principal balance in excess of $602,795; (v) will
consist of Mortgage Loans with Prepayment Charges representing no less than
approximately 65.22% 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 5.059%; and (vii) have a weighted average FICO
Score of approximately 598; 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.
D. 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 360 months from the first payment date
thereon; (ii) have a Mortgage Rate of not less than 3.375% and not more than
11.250%; (iii) have a weighted average Loan-to-Value Ratio of approximately
76.48%; (iv) have no Mortgage Loan with a principal balance in excess of
$1,050,000; (v) will consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 60.09% 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 4.961%;
and (vii) have a weighted average FICO Score of approximately 625; 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.
ATTACHMENT B
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SCHEDULE OF SUBSEQUENT MORTGAGE LOANS
[Filed by Paper]
