INDEMNIFICATION AND CONTRIBUTION AGREEMENT

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).

WHEREAS, IndyMac ABS and one or more of the Broker-Dealers are parties to the Underwriting Agreement (defined below), providing for the sale by IndyMac ABS and the purchase, severally and not jointly, by such Broker-Dealers of the Public Certificates (defined below); and

WHEREAS, IndyMac ABS and one or more of the Broker-Dealers are parties to the Purchase Agreement (defined below), providing for the sale by IndyMac ABS and the purchase, severally and not jointly, by such Broker-Dealers of the Private Certificates (defined below) other than the Private Certificates that are Retained Certificates; and

WHEREAS, as an inducement to the Broker-Dealers to enter into the Underwriting Agreement and the Purchase Agreement, as applicable, IndyMac ABS and the Broker-Dealers wish to provide for indemnification and contribution on the terms and conditions hereinafter set forth; and

WHEREAS, the purchase price to be paid by IndyMac ABS to the Seller for the Mortgage Loans will be the proceeds of the sale by IndyMac ABS to the Broker-Dealers of the Public Certificates and the Private Certificates, and as an inducement to the Broker-Dealers to enter into the Underwriting Agreement and Purchase Agreement, as applicable, the Seller agrees to perform certain obligations set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.1.    Certain Defined Terms .

The following terms shall have the meanings set forth below, unless the context clearly indicates otherwise:

Act : The Securities Act of 1933, as amended.

Agreement : This Indemnification and Contribution Agreement, as the same may be amended in accordance with the terms hereof.

Base Prospectus : The prospectus dated [       ], as the same may be amended or supplemented, of IndyMac ABS relating to the offering from time to time of one or more series of mortgage pass-through certificates.

Broker-Dealer : Each of the signatories to this Agreement other than IndyMac ABS or the Seller.

Certificates : Mortgage Pass-Through Certificates, [       ] of IndyMac ABS.

Closing Date : On or about [       ].

Collateral Term Sheets : As defined in the No-Action Letters.

Computational Materials : As defined in the No-Action Letters.

Derived Information: As to any Broker-Dealer, such information, if any, in the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials that is not contained in (i) the Prospectus, the Registration Statement, the Memorandum or amendments or supplements to either, taking into account information incorporated therein by reference (other than information incorporated by reference from the Series Term Sheets, Collateral Term Sheets, Structural Term Sheets and/or Computational Materials) or (ii) any Seller Mortgage Loan Information; provided , however , that Derived Information shall not include any error or omission or alleged error or alleged omission that results from a Pool Error.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Form 8-K : Any of the Current Reports on Form 8-K filed by or on behalf of IndyMac ABS with respect to the Mortgage Loans and including any Collateral Term Sheet, Computational Materials, Series Term Sheet or Structural Term Sheet furnished by one or more of the Broker-Dealers.

IndyMac ABS : IndyMac ABS, Inc., a Delaware corporation and its successors in interest.

IndyMac ABS Memorandum Information : All information contained or incorporated in the Memorandum other than the Purchaser Information.

IndyMac ABS Prospectus Information : All information contained or incorporated in the Prospectus other than the Senior Underwriter Information and the Subordinate Underwriter Information.

IndyMac ABS Registration Information : All information contained or incorporated in the Registration Statement.

Memorandum : The Confidential Private Placement Memorandum, if any, dated the Closing Date, as the same may be amended or supplemented, of IndyMac ABS relating to the Private Certificates other than the Private Certificates that are Retained Certificates.

No-Action Letters : The no-action letter dated May 20, 1994 issued by the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) to Kidder, Peabody Acceptance Corporation I, Kidder Peabody & Co. Incorporated, and Kidder Structured Asset Corporation; the no-action letter dated May 27, 1994 issued by the Division of Corporation Finance of the SEC to the Public Securities Association; the no-action letter dated February 17, 1995 issued by the SEC to the Public Securities Association; the letter of Cleary Gottlieb, Steen & Hamilton on behalf of the Public Securities Association (which letter and the SEC staff’s response thereto are publicly available); and the no-action letter issued by the SEC addressed to Greenwood Trust Company, Discover Card Master Trust 1 dated April 5, 1996.

Offered Certificates : The Public Certificates and the Private Certificates.

Pool Error : Any error in the Seller Mortgage Loan Information.

Private Certificates : The [       ] Certificates.

Prospectus : The Base Prospectus together with the Prospectus Supplement.

Prospectus Supplement : The Prospectus Supplement dated the date hereof, as the same may be amended or supplemented, of IndyMac ABS relating to the offering of the Public Certificates.

Public Certificates : The Senior Certificates and the Subordinate Certificates.

Purchase Agreement : The Purchase Agreement, if any, dated the Closing Date, between IndyMac ABS and the Purchaser providing for the purchase and sale of the Private Certificates, other than the Retained Certificates that are Private Certificates.

Purchase Spread : The excess, if any, of (i) the purchase prices paid by investors to the Purchaser for the Private Certificates other than the Private Certificates that are Retained Certificates over (ii) the purchase price paid by the Purchaser to IndyMac ABS for the Private Certificates other than the Private Certificates that are Retained Certificates pursuant to the Purchase Agreement.

Purchaser : The Broker-Dealer that is purchasing the Private Certificates other than the Private Certificates that are Retained Certificates pursuant to the Purchase Agreement.

Purchaser Information : The only written information furnished by or on behalf of the Purchaser to IndyMac ABS specifically for use in connection with the preparation of the Memorandum, such information being the information relating to the Purchaser set forth in the Memorandum under the caption “Method of Placement.”

Registration Statement : As defined in the Underwriting Agreement.

Retained Certificates : The Class [       ] Certificates.

Seller : IndyMac Bank, F.S.B., a federal savings bank, and its successors in interest.

Seller Mortgage Loan Information : Information relating to the Mortgage Loans furnished by or on behalf of the Seller to any Broker-Dealer.

Senior Certificates : The [       ] Certificates.

Senior Spread : The excess, if any, of (i) the purchase prices paid by investors to the Senior Underwriter for the Senior Certificates over (ii) the purchase price paid by the Senior Underwriter to IndyMac ABS for such Senior Certificates pursuant to the Underwriting Agreement.

Senior Underwriter : The Broker-Dealer which is purchasing the Senior Certificates, pursuant to the Underwriting Agreement.

Senior Underwriter Information : The written information furnished by or on behalf of the Senior Underwriter to IndyMac ABS specifically for use in connection with the preparation of the Registration Statement or the Prospectus, such information being (i) the information relating to the Senior Underwriter set forth in the Prospectus Supplement under the caption “Method of Distribution” therein and (ii) any Derived Information of such Senior Underwriter, furnished to IndyMac ABS and included in a Form 8-K.

Subordinate Certificates : The [       ] Certificates.

Subordinate Spread : The excess, if any, of (i) the purchase prices paid by investors to the Subordinate Underwriter for the Subordinate Certificates, over (ii) the purchase price paid by the Subordinate Underwriter to IndyMac ABS for such Subordinate Certificates pursuant to the Underwriting Agreement.

Subordinate Underwriter : The Broker-Dealer, if any, which is purchasing the Subordinate Certificates, if any, pursuant to the Underwriting Agreement.

Subordinate Underwriter Information : The only written information furnished by or on behalf of the Subordinate Underwriter to IndyMac ABS specifically for use in connection with the preparation of the Registration Statement or the Prospectus, such information being (i) the information relating to the Subordinate Underwriter set forth in the Prospectus Supplement under the caption “Method of Distribution” therein and (ii) any Derived Information of such Subordinate Underwriter, furnished to IndyMac ABS and included in a Form 8-K.

Underwriting Agreement : The Underwriting Agreement, dated the date hereof, among IndyMac ABS, the Senior Underwriter and the Subordinate Underwriter providing for the purchase and sale of the Public Certificates, other than the Retained Certificates that are Public Certificates.

1.2.    Other Terms .

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Underwriting Agreement or the Purchase Agreement, as applicable.

1.3.    Interpretive Principle .

A Broker-Dealer may be acting in more than one capacity. References herein to a Broker-Dealer acting in a particular capacity shall refer to such Broker-Dealer in such capacity only and shall not refer to other capacities, if any, being served by such Broker-Dealer.

2.1.    Mutual Representation .

Each party hereto represents to the other parties hereto that:

(a)    the execution, performance and delivery of this Agreement has been duly authorized by such party;

(b)    this Agreement has been duly executed and delivered by such party; and

(c)    this Agreement constitutes the legal and valid obligations of such party.

2.2.    Other Representations .

(a)    IndyMac ABS has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; and

(b)    The Seller has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.

(c)    In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State”), each Broker-Dealer represents and agrees with the Depositor that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”) and with respect to any Class of Certificates with a minimum denomination of less than $100,000 that is purchased by such Broker-Dealer it has not made and will not make an offer of Certificates of that Class to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Certificates of that Class which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Certificates of that Class to the public in that Relevant Member State at any time:

(i)    to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(ii)    to any legal entity which has two or more of (1) an average of at least 250 employees during the last fiscal year; (2) total assets of more than €43,000,000 and (3) an annual net revenue of more than €50,000,000, as shown in its last annual or consolidated financial statements; or

(iii)    in any other circumstances that do not require the publication by the Depositor of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of Certificates of that Class to the public” in relation to any Class of Certificates, which Class has a minimum denomination of less than $100,000, in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Certificates to be offered so as to enable an investor to decide to purchase or subscribe the Certificates of that Class, as the same may be varied in that Member State by any measure implementing the