Indymac Home Equity Mortgage Loan Asset-Backed Trust, Series Inabs 2005-B Sample Contracts

INDYMAC ABS, INC. Depositor
Pooling and Servicing Agreement • July 6th, 2005 • Indymac Home Equity Mortgage Loan Asset-Backed Trust, Series Inabs 2005-B • Asset-backed securities • New York
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SUBSEQUENT TRANSFER INSTRUMENT
Subsequent Transfer Instrument • July 28th, 2005 • Indymac Home Equity Mortgage Loan Asset-Backed Trust, Series Inabs 2005-B • Asset-backed securities • New York

Pursuant to this Subsequent Transfer Instrument, dated June 30, 2005 (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 June 1, 2005 (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 INABS 2005-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”).

AMENDMENT NO. 1 to the POOLING AND SERVICING AGREEMENT dated as of June 1, 2005 HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, HOME EQUITY MORTGAGE LOAN ASSET- BACKED CERTIFICATES, SERIES INABS 2005-B
Pooling and Servicing Agreement • January 27th, 2006 • Indymac Home Equity Mortgage Loan Asset-Backed Trust, Series Inabs 2005-B • Asset-backed securities • New York

This AMENDMENT NO. 1, dated and effective as of January 6, 2006 (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 June 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, the Seller, the Servicer and the Trustee.

Contract
Pooling and Servicing Agreement • July 28th, 2005 • Indymac Home Equity Mortgage Loan Asset-Backed Trust, Series Inabs 2005-B • Asset-backed securities

The depositor has purchased mortgage loans from IndyMac Bank, F.S.B. (“IndyMac Bank “) pursuant to a pooling and servicing agreement, dated as of June 1, 2005, among IndyMac Bank, as seller and master servicer, the depositor and the trustee, and assigned to the trustee for the benefit of holders of the certificates the mortgage loans (other than those removed prior to the closing date) and other similar mortgage loans (together, the “Closing Date Mortgage Loans “). Pursuant to each subsequent transfer instrument, the trust will acquire subsequent mortgage loans to be included in the mortgage pool. The Closing Date Mortgage Loans and subsequent mortgage loans included in the trust are referred to as the “mortgage loans”. The cut-off date for the initial mortgage loans and the mortgage loans transferred pursuant to the subsequent transfer instrument dated June 28, 2005 is June 1, 2005 and the cut-off date for mortgage loans transferred pursuant to the subsequent transfer instrument dated

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