MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 10.2

EXECUTION COPY

MORTGAGE LOAN PURCHASE AGREEMENT

Between

INDYMAC BANK, F.S.B.,

Seller

and

INDYMAC ABS, INC.,

Purchaser

Dated as of December 21, 2006

TABLE OF CONTENTS

MORTGAGE LOAN PURCHASE AGREEMENT, dated as of December 21, 2006 (this " Agreement "), between IndyMac Bank, F.S.B. (the " Seller ") and IndyMac ABS, Inc. (the " Purchaser ").

W I T N E S S E T H

WHEREAS, the Seller is the owner of the notes or other evidence of indebtedness relating to certain home equity line of credit loans (the " Mortgage Notes ") indicated on Schedule I hereto (the " Mortgage Loan Schedule ") and the Related Documents (as defined in Section 2.02 below, and together with the Mortgage Notes, the " Mortgage Loans "); and

WHEREAS, the Seller, as of the date hereof, owns the mortgages (the " Mortgages ") on the related mortgaged properties (the " Mortgaged Properties ") securing the Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans; and

WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans to the Purchaser pursuant to the terms of this Agreement; and

WHEREAS, pursuant to the terms of a Sale and Servicing Agreement dated as of December 12, 2006 (the " Sale and Servicing Agreement ") among the Purchaser, as the seller, the Seller, as the servicer, IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H4 (the " Trust "), and Deutsche Bank National Trust Company, as the indenture trustee (the " Indenture Trustee "), the Purchaser will convey the Mortgage Loans to the Trust and the Servicer will service the Mortgage Loans owned by the Trust.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01.     Definitions . All capitalized terms used but not defined herein shall have the meanings assigned thereto in the Sale and Servicing Agreement.

ARTICLE II

SALE OF MORTGAGE LOANS BY SELLER; PAYMENT OF PURCHASE PRICE

Section 2.01.     Sale of Mortgage Loans . The Seller, concurrently with the execution and delivery of this Agreement, does hereby sell, assign, set over, and otherwise convey to the Purchaser, without recourse, all of its right, title and interest in and to (i) each Mortgage Loan listed on the Mortgage Loan Schedule on the Closing Date and the related Mortgage File (including the related Mortgage Note and Mortgage), including its Cut-off Date Principal Balance (including all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all related collections in respect of such Mortgage Loan received after the Cut-off Date (excluding any scheduled interest payments due on or prior to the Cut-off Date); provided, however, that the Purchaser does not assume any

obligation under any Mortgage Note to fund any such future Draws, and the Purchaser will not be obligated or permitted to fund any such future Draws); (ii) related Mortgaged Property which secured such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under any related insurance policies maintained in respect of the Mortgage Loans (including any Insurance Proceeds); and (iv) all proceeds of any of the foregoing.

Section 2.02.     Obligations of Seller Upon Sale . (a) In connection with the transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own expense, on or prior to the Closing Date, (a) to indicate in its books and records that the Mortgage Loans have been sold to the Purchaser or to the Indenture Trustee as assignee of the Purchaser pursuant to this Agreement and (b) to deliver to the Purchaser (or its designee, the Indenture Trustee) a computer file containing a true and complete list of all such Mortgage Loans specifying, among other things, for each such Mortgage Loan, as of the Cut-off Date, (1) its account number and (2) the Cut-off Date Principal Balance. Such file, which forms a part of Exhibit A to the Sale and Servicing Agreement, shall also be marked as Schedule I to this Agreement and is hereby incorporated into and made a part of this Agreement.

• • (i)                          on behalf of the Purchaser, on or before the Closing Date, deliver to and deposit with the Purchaser (or its designee, the Indenture Trustee), the Mortgage Loan Schedule in computer readable format; and

    (ii)                        on behalf of the Purchaser, deliver to and deposit with the Purchaser (or its designee, the Indenture Trustee) the Mortgage Note in respect of each Mortgage Loan together with the following documents relating to each such Mortgage Loan (the " Related Documents ") on or before the Closing Date. The Mortgage Note and the Related Documents shall be in the following form:

    • • • (A)                the original Mortgage Note, endorsed in blank, or a copy of such original Mortgage Note with an accompanying Lost Note Affidavit;

          (B)                 if such Mortgage Loan is not a MERS Mortgage Loan, the original Assignment of Mortgage from the Seller to "Deutsche Bank National Trust Company, as Indenture Trustee for IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2006-H4", which assignment shall be in form and substance acceptable for recording;

          (C)                the original Mortgage, with evidence of recording thereon, provided, that if the original Mortgage has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller shall deliver to the Indenture Trustee a certified true copy of such original Mortgage so certified by the Seller, together with a certificate of the Seller certifying that such original Mortgage has been so delivered to such recording office; in all such instances, the Seller shall deliver or cause to be

           

• • • • • delivered the original recorded Mortgage to the Indenture Trustee promptly upon receipt of the original recorded Mortgage;

          (D)                intervening assignments, if any, with evidence of recording thereon, provided that if such intervening assignment has been delivered for recording to the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located but has not yet been returned to the Seller by such recording office, the Seller shall deliver to the Indenture Trustee a certified true copy of such intervening assignment so certified by the Seller, together with a certificate of the Seller certifying that such intervening assignment has been so delivered to such recording office; in all such instances, the Seller shall deliver or cause to be delivered the original intervening assignment to the Indenture Trustee promptly upon receipt of the original intervening assignment; and

          (E)                 originals of all assumption and modification agreements, if any,

provided, however, that as to any Mortgage Loan, if as evidenced by an Opinion of Counsel delivered to and in form and substance satisfactory to the Indenture Trustee, the Insurer and the Rating Agencies, (x) an optical image or other representation of the related documents specified in clauses (ii)(C), (D) and (E) above is enforceable in the relevant jurisdictions to the same extent as the original of such document and (y) such optical image or other representation does not impair the ability of an owner of such Mortgage Loan to transfer or perfect its interest in such Mortgage Loan, such optical image or other representation may be delivered as required in clause (ii) above.

The Seller hereby confirms to the Purchaser that it has made the appropriate entries in its general accounting records, to indicate clearly and unambiguously that such Mortgage Loans have been sold to the Purchaser by the Seller, then subsequently sold by the Purchaser to the Trust and constitute part of the Trust in accordance with the terms of the Sale and Servicing Agreement.

The Purchaser hereby acknowledges its acceptance of all right, title and interest to the Mortgage Loans and other property, now existing and hereafter created, conveyed to it pursuant to Section 2.01 above.

The Seller acknowledges that the Indenture Trustee is required to review the Mortgage Notes and the Related Documents pursuant to Section 2.01(g) of the Sale and Servicing Agreement and if the Indenture Trustee finds any document or documents not to have been properly executed, or to be missing or to be defective in any material respect, the Indenture Trustee is required to notify the Seller. If the Seller does not within the time period specified in Section 2.02(b) of the Sale and Servicing Agreement correct or cure such omission or document deficiency, the Seller shall either repurchase such relevant Mortgage Loan directly from the Trust or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan, in either case, within the time frame and in the manner specified in Section 2.02(b) of the Sale and Servicing Agreement.

The parties hereto expressly intend that the transaction set forth herein be a sale by the Seller to the Purchaser of all the Seller’s right, title and interest in and to the Mortgage Loans described above. It is, further, not the parties’ intent that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the parties’ intent, the transaction set forth herein is deemed not to be a sale, the Seller hereby grants to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under the Mortgage Loans, whether now existing or hereafter created, to secure all of the Seller’s obligations hereunder; and this Agreement shall constitute a security agreement under applicable law, including, without limitation, Articles 8 and 9 of the Uniform Commercial Code in effect in the applicable state. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Sale and Servicing Agreement.

Without limiting the generality of the foregoing, the Seller hereby agrees to take such actions described in Section 2.01(a) of the Sale and Servicing Agreement as are necessary to complete and file any UCC Financing Statements and any continuation statements required to perfect and protect the Purchaser’s interest in the Mortgage Loans.

Section 2.03.     Payment of Purchase Price for the Mortgage Loans . (a) In consideration of the sale of the Mortgage Loans from the Seller to the Purchaser on or before the Closing Date, the Purchaser agrees to pay to the Seller on the Closing Date by transfer of immediately available funds, an amount equal to $648,598,000. The Purchaser shall initially retain the Class B Certificates, the Class L Certificates and the Class R Certificates and any value attributable thereto shall be deemed a capital contribution by the Seller to the Purchaser.

(b)                  Each Mortgage Note permits the related Mortgagor to make Draws against its Mortgage Loan. Such Draws will create Additional Balances, which Additional Balances the Seller shall sell to the Purchaser as of the Closing Date, but which shall be actually transferred from the Seller to the Purchaser and from the Purchaser to the Trust from time to time as such Draws are made. In consideration of the sale of Additional Balances by the Seller to the Purchaser from time to time, the Purchaser agrees to pay the Seller on the date any such Additional Balance is delivered the purchase price for such Additional Balance, which shall be an amount equal to the outstanding principal balance of such Additional Balance. The Purchaser shall fund the purchase price of any Additional Balance in cash, to the extent then available from (a) any Principal Collections on the Mortgage Loans used by the Trust to purchase Additional Balances from the Purchaser pursuant to Section 2.01(c) of the Sale and Servicing Agreement, and (b) any amounts remitted to the Seller on behalf of the Purchaser by the Indenture Trustee from the Reserve Account pursuant to Section 2.01(d) of the Sale and Servicing Agreement. If, on any day, the purchase price of the Additional Balance transferred by the Seller to the Purchaser exceeds t