0000882377-05-003108 Sample Contracts

Contract
Pooling and Servicing Agreement • October 26th, 2005 • Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-C • 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 September 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 (the “Closing Date Mortgage Loans”). Pursuant to each subsequent transfer instrument, the trust acquired 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 Closing Date Mortgage Loans have an aggregate principal balance as of the cut-off date of approximately $699,969,380. The Closing Date Mortgage Loans included in loan group I have an aggregate principal balance equal to approximately $337,485.750, and the Closing Date Mortgage Loans included in loan group II have an aggregate principal balance equal to approxi

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SUBSEQUENT TRANSFER INSTRUMENT
Subsequent Transfer Instrument • October 26th, 2005 • Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2005-C • Asset-backed securities • New York

Pursuant to this Subsequent Transfer Instrument, dated September 29, 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 September 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-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”).

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