0000882377-05-001348 Sample Contracts

AMENDMENT NUMBER ONE to the POOLING AND SERVICING AGREEMENT dated as of December 1, 2004
Pooling and Servicing Agreement • May 27th, 2005 • Home Equity Mortgage Loan Asset Backed Trust, SPMD 2004-C • Asset-backed securities • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made and is effective as of this 1st day of February, 2005, 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 Asset Backed Certificates, dated as of December 1, 2004 (the “Pooling and Servicing Agreement”), among the Depositor, the Seller, the Servicer and the Trustee.

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AMENDMENT NO. 2 to the POOLING AND SERVICING AGREEMENT dated as of December 1, 2004
Pooling and Servicing Agreement • May 27th, 2005 • Home Equity Mortgage Loan Asset Backed Trust, SPMD 2004-C • Asset-backed securities • New York

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.

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