0000882377-06-001986 Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT among INDYMAC ABS, INC., as Depositor, as Owner Trustee and as Trust Administrator Dated _________ , 200_ Mortgage Backed Notes
Trust Agreement • June 2nd, 2006 • Indymac Abs Inc • Asset-backed securities • Delaware

This TRUST AGREEMENT, dated _________ , 200_, is by and among INDYMAC ABS, INC., a Delaware corporation (the “Depositor”), _________________________, a _______________________, as Owner Trustee (the “Owner Trustee”), and _____________________, a _______________________, as Trust Administrator (the “Trust Administrator”).

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IndyMac ABS, INC. Home Equity Loan Asset-Backed Trust, Series INABS [ ] Home Equity Loan Asset-Backed Certificates, Series INABS [ ] UNDERWRITING AGREEMENT
Underwriting Agreement • June 2nd, 2006 • Indymac Abs Inc • Asset-backed securities • New York

IndyMac ABS, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes to cause the formation of trusts (each, a “Trust”) from time to time and to offer for sale from time to time its Asset-Backed Securities evidencing interests in pools of certain contracts and mortgage loans (the “Securities”). The Securities may be issued in various series, and within each series, in one or more classes, in one or more offerings on terms determined at the time of sale (each such series, a “Series” and each such class, a “Class”). Each Trust may issue one or more classes of Asset-Backed Notes (the “Notes”) pursuant to an Indenture to be dated as of the respective cut-off date for the related loans or contracts conveyed to such Trust as described below (each such cut-off date, a “Cut-off Date”) as may be supplemented by one or more supplements to such Indenture (such Indenture, as supplemented by such supplements (if any), the “Indenture”) between the

INDENTURE among Issuer Trust Administrator and Indenture Trustee Dated as of ________, 200_
Indymac Abs Inc • June 2nd, 2006 • Asset-backed securities • New York

This INDENTURE, dated as of ________, 200_, is among [ ] 200__-[ ], a Delaware statutory trust (the “Issuer”), ______________________, as Trust Administrator (the “Trust Administrator”) and ____________________________________, as indenture trustee and not in its individual capacity (the “Indenture Trustee”).

INDEMNIFICATION AND CONTRIBUTION AGREEMENT
And • June 2nd, 2006 • Indymac Abs Inc • Asset-backed securities • New York

AGREEMENT, dated [________] (this “Agreement”), among IndyMac ABS, Inc., a Delaware corporation (“IndyMac ABS”), the Seller (as defined below) and the Broker-Dealers (as defined below).

] 200__-[ ], as Issuer INDYMAC ABS, INC., as Depositor ____________________, as Trust Administrator and Servicer ____________________________, as Seller and ____________________________________, as Indenture Trustee SALE AND SERVICING AGREEMENT Dated...
Sale and Servicing Agreement • June 2nd, 2006 • Indymac Abs Inc • Asset-backed securities • New York

This SALE AND SERVICING AGREEMENT, dated as of _______, 200_ (the “Agreement” or the “Sale and Servicing Agreement”), is by and among [ ] 200__-[ ], a Delaware statutory trust, as issuer (the “Issuer”), IndyMac ABS, INC., a Delaware corporation, as depositor (the “Depositor”), ____________________________________, as indenture trustee (the “Indenture Trustee”), ____________________, as trust administrator (the “Trust Administrator”) and servicer (the “Servicer”), and ____________________________, as seller (the “Seller”).

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