POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Deutsche Bank National Trust Company | IndyMac ABS, Inc | IndyMac Bank

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 3/2/2007

IndyMac ABS, Inc .

Depositor

IndyMac Bank, F.S.B.

Seller and Servicer

Deutsche Bank National Trust Company

Trustee and Supplemental Interest Trust Trustee

____________________________________

Pooling and Servicing Agreement

Dated as of February 1, 2007

_____________________________________

Home Equity Mortgage Loan Asset-Backed Trust

Series INDS 2007-1

Home Equity Mortgage Loan Asset-Backed Certificates

Series INDS 2007-1

TABLE OF CONTENTS

ARTICLE I DEFINITIONS
Section 1.01	Definitions.
Section 1.02	Rules of Construction.
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES
Section 2.01	Conveyance of Mortgage Loans.
Section 2.02	Acceptance by the Trustee of the Mortgage Loans.
Section 2.03	Representations, Warranties, and Covenants of the Seller and the Servicer.
Section 2.04	Representations and Warranties of the Depositor as to the Mortgage Loans.
Section 2.05	Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases.
Section 2.06	Execution and Delivery of Certificates.
Section 2.07	[Reserved].
Section 2.08	REMIC Matters.
Section 2.09	Covenants of the Servicer.
Section 2.10	Purposes and Powers of the Trust
ARTICLE III ADMINISTRATION AND SERVICING O F MORTGAGE LOANS
Section 3.01	Servicer to Service Mortgage Loans.
Section 3.02	[Reserved].
Section 3.03	[Reserved].
Section 3.04	The Pool Policy.
Section 3.05	Trustee to Act as Servicer.
Section 3.06	Collection of Mortgage Loan Payments; Certificate Account; Distribution Account; Excess Reserve Fund Account.
Section 3.07	Collection of Taxes, Assessments, and Similar Items Escrow Accounts.
Section 3.08	Access to Certain Documentation and Information Regarding the Mortgage Loans.
Section 3.09	Permitted Withdrawals from the Certificate Account, the Distribution Account and the Excess Reserve Fund Account.
Section 3.10	Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.
Section 3.11	Enforcement of Due-On-Sale Clauses; Assumption Agreements.
Section 3.12	Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans.
Section 3.13	Trustee to Cooperate; Release of Mortgage Files.
Section 3.14	Documents, Records, and Funds in Possession of the Servicer to be Held for the Trustee.
Section 3.15	Servicing Compensation.
Section 3.16	Access to Certain Documentation.
Section 3.17	Annual Statement as to Compliance.
Section 3.18	Assessments of Compliance and Attestation Reports.
Section 3.19	Errors and Omissions Insurance; Fidelity Bonds.
Section 3.20	[Reserved].
Section 3.21	Prepayment Charges.
Section 3.22	[Reserved].
Section 3.23	[Reserved]
Section 3.24	Commission Reporting
ARTICLE IV DISTRIBUTIONS AND ADVANCES BY THE SERVICER
Section 4.01	Advances.
Section 4.02	Priorities of Distribution.
Section 4.03	Monthly Statements to Certificate holders.
Section 4.04	Allocation of Interest Shortfalls.
Section 4.05	Supplemental Interest Trust.
Section 4.06	Tax Treatment of Net Swap Payments and Swap Termination Payments.
Section 4.07	The Policy.
Section 4.08	Certain Matters Relating to the Determination of LIBOR.
Section 4.09	Distributions and Allocation of Realized Losses to the REMIC I Regular Interests.
Section 4.10	The Pool Policy Reserve Account.
Section 4.11	Supplemental Interest Trust Credit Support Collateral Account.
ARTICLE V THE CERTIFICATES
Section 5.01	The Certificates.
Section 5.02	Certificate Register; Registration of Transfer and Exchange of Certificates.
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates.
Section 5.04	Persons Deemed Owners.
Section 5.05	Access to List of Certificateholders’ Names and Addresses.
Section 5.06	Maintenance of Office or Agency.
ARTICLE VI THE DEPOSITOR AND THE SERVICER
Section 6.01	Respective Liabilities of the Depositor and the Servicer.
Section 6.02	Merger or Consolidation of the Depositor or the Servicer.
Section 6.03	Limitation on Liability of the Depositor, the Seller, the Servicer, and Others.
Section 6.04	Limitation on Resignation of the Servicer.
Section 6.05	Inspection.
ARTICLE VII DEFAULT
Section 7.01	Events of Default.
Section 7.02	Trustee to Act; Appointment of Successor.
Section 7.03	Notification to Certificateholders.
ARTICLE VIII CONCERNING THE TRUSTEE
Section 8.01	Duties of the Trustee.
Section 8.02	Certain Matters Affecting the Trustee.
Section 8.03	Trustee Not Liable for Certificates or Mortgage Loans.
Section 8.04	Trustee May Own Certificates.
Section 8.05	Trustee’s Fees and Expenses.
Section 8.06	Eligibility Requirements for the Trustee.
Section 8.07	Resignation and Removal of the Trustee.
Section 8.08	Successor Trustee.
Section 8.09	Merger or Consolidation of the Trustee.
Section 8.10	Appointment of Co-Trustee or Separate Trustee.
Section 8.11	Tax Matters.
Section 8.12	Access to Records of Trustee.
Section 8.13	Suits for Enforcement.
ARTICLE IX TERMINATION
Section 9.01	Termination upon Liquidation or Purchase of the Mortgage Loans.
Section 9.02	Final Distribution on the Certificates.
Section 9.03	Additional Termination Requirements.
Section 9.04	Termination of the Supplemental Interest Trust.
ARTICLE X MISCELLANEOUS PROVISIONS
Section 10.01	Amendment.
Section 10.02	Recordation of Agreement; Counterparts.
Section 10.03	Governing Law.
Section 10.04	Intention of Parties.
Section 10.05	Notices.
Section 10.06	Severability of Provisions.
Section 10.07	Assignment.
Section 10.08	Limitation on Rights of Certificateholders.
Section 10.09	Inspection and Audit Rights.
Section 10.10	Certificates Nonassessable and Fully Paid.
Section 10.11	Official Record.
Section 10.12	Protection of Assets.
Section 10.13	Qualifying Special Purpose Entity.
Section 10.14	Rights of the Certificate Insurer.
Section 10.15	Rights and Duties of the Swap Provider.
Section 10.16	Rights and Duties of the Pool Insurer.

SCHEDULES

Schedule I	Mortgage Loan Schedule
Schedule II:	Representations and Warranties of the Seller/Servicer as of the Closing Date
Schedule III:	Representations and Warranties as to the Mortgage Loans as of the Closing Date or Cut-off Date, as applicable

EXHIBITS

Exhibit A:	Form of Class A Certificate
Exhibit B:	Form of Class A-IO Certificate
Exhibit C:	Form of Class P Certificate
Exhibit D:	Form of Residual Certificate
Exhibit E:	Form of Class C Certificate
Exhibit F:	Form of Reverse of Certificates
Exhibit G-1:	Form of Initial Certification of Trustee
Exhibit G-2:	Form of Delayed Delivery Certification
Exhibit H:	Form of Final Certification of Trustee
Exhibit I:	Form of Transfer Affidavit
Exhibit J:	Form of Transferor Certificate
Exhibit K:	[Reserved]
Exhibit L:	Form of Rule 144A Letter
Exhibit M:	Form of Request for Release (for Trustee)
Exhibit N:	Form of Request for Release (Mortgage Loan Paid in Full, Repurchased, and Released)
Exhibit O-1:	Form of Certification to be Provided by the Depositor with Form 10-K
Exhibit O-2:	Trustee’s Officer’s Certificate
Exhibit P:	[Reserved]
Exhibit Q:	Form of Interest Rate Swap Agreement
Exhibit R:	Servicing Criteria to be addressed in Assessment of Compliance
Exhibit S:	Reporting Responsibility
Exhibit T:	Copy of Certificate Guaranty Insurance Policy with respect to the Class A Certificates

This Pooling and Servicing Agreement , dated as of February 1, 2007, among IndyMac ABS, Inc., a Delaware corporation, as depositor (the “ Depositor ”), IndyMac Bank, F.S.B. (“ IndyMac ”), a federal savings bank, as seller (in that capacity, the “ Seller ”) and as servicer (in that capacity, the “ Servicer ”), and Deutsche Bank National Trust Company, a national banking association, as trustee (the “ Trustee ”).

Witnesseth That

In consideration of the mutual agreements herein contained, the parties agree as follows:

Preliminary Statement

The Depositor intends to sell pass-through certificates (collectively, the “ Certificates ”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in each REMIC (as defined herein) created hereunder. The Trust Fund will consist of a segregated pool of assets consisting of the Mortgage Loans and certain other related assets subject to this Agreement.

REMIC I

As provided herein, the Trustee will elect to treat the pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Supplemental Interest Trust, the Excess Reserve Fund Account, the Interest Rate Swap Agreement and the Pool Policy Reserve Account) subject to this Agreement as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC I. The Class R-I Interest will evidence the sole class of residual interests in REMIC I for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular Interests will be certificated.

Designation	REMIC I Remittance Rate	Initial Uncertificated Balance		Latest Possible Maturity Date ⁽¹⁾
I	Variable ⁽²⁾		$ 0.00	March 25, 2037
I-1-A	Variable ⁽²⁾		$ 1,702,000.00	March 25, 2037
I-1-B	Variable ⁽²⁾		$ 1,702,000.00	March 25, 2037
I-2-A	Variable ⁽²⁾		$ 2,106,000.00	March 25, 2037
I-2-B	Variable ⁽²⁾		$ 2,106,000.00	March 25, 2037
I-3-A	Variable ⁽²⁾		$ 2,517,500.00	March 25, 2037
I-3-B	Variable ⁽²⁾		$ 2,517,500.00	March 25, 2037
I-4-A	Variable ⁽²⁾		$ 2,923,500.00	March 25, 2037
I-4-B	Variable ⁽²⁾		$ 2,923,500.00	March 25, 2037
I-5-A	Variable ⁽²⁾		$ 3,324,500.00	March 25, 2037
I-5-B	Variable ⁽²⁾		$ 3,324,500.00	March 25, 2037
I-6-A	Variable ⁽²⁾		$ 3,715,500.00	March 25, 2037
I-6-B	Variable ⁽²⁾		$ 3,715,500.00	March 25, 2037
I-7-A	Variable ⁽²⁾		$ 4,059,500.00	March 25, 2037
I-7-B	Variable ⁽²⁾		$ 4,059,500.00	March 25, 2037
I-8-A	Variable ⁽²⁾		$ 4,421,500.00	March 25, 2037
I-8-B	Variable ⁽²⁾		$ 4,421,500.00	March 25, 2037
I-9-A	Variable ⁽²⁾		$ 4,764,000.00	March 25, 2037
I-9-B	Variable ⁽²⁾		$ 4,764,000.00	March 25, 2037
I-10-A	Variable ⁽²⁾		$ 5,081,000.00	March 25, 2037
I-10-B	Variable ⁽²⁾		$ 5,081,000.00	March 25, 2037
I-11-A	Variable ⁽²⁾		$ 4,948,000.00	March 25, 2037
I-11-B	Variable ⁽²⁾		$ 4,948,000.00	March 25, 2037
I-12-A	Variable ⁽²⁾		$ 6,072,500.00	March 25, 2037
I-12-B	Variable ⁽²⁾		$ 6,072,500.00	March 25, 2037
I-13-A	Variable ⁽²⁾		$ 4,631,000.00	March 25, 2037
I-13-B	Variable ⁽²⁾		$ 4,631,000.00	March 25, 2037
I-14-A	Variable ⁽²⁾		$ 4,506,000.00	March 25, 2037
I-14-B	Variable ⁽²⁾		$ 4,506,000.00	March 25, 2037
I-15-A	Variable ⁽²⁾		$ 4,383,500.00	March 25, 2037
I-15-B	Variable ⁽²⁾		$ 4,383,500.00	March 25, 2037
I-16-A	Variable ⁽²⁾		$ 4,265,500.00	March 25, 2037
I-16-B	Variable ⁽²⁾		$ 4,265,500.00	March 25, 2037
I-17-A	Variable ⁽²⁾		$ 4,150,000.00	March 25, 2037
I-17-B	Variable ⁽²⁾		$ 4,150,000.00	March 25, 2037
I-18-A	Variable ⁽²⁾		$ 5,847,000.00	March 25, 2037
I-18-B	Variable ⁽²⁾		$ 5,847,000.00	March 25, 2037
I-19-A	Variable ⁽²⁾		$ 3,820,500.00	March 25, 2037
I-19-B	Variable ⁽²⁾		$ 3,820,500.00	March 25, 2037
I-20-A	Variable ⁽²⁾		$ 3,717,500.00	March 25, 2037
I-20-B	Variable ⁽²⁾		$ 3,717,500.00	March 25, 2037
I-21-A	Variable ⁽²⁾		$ 3,617,000.00	March 25, 2037
I-21-B	Variable ⁽²⁾		$ 3,617,000.00	March 25, 2037
I-22-A	Variable ⁽²⁾		$ 3,520,000.00	March 25, 2037
I-22-B	Variable ⁽²⁾		$ 3,520,000.00	March 25, 2037
I-23-A	Variable ⁽²⁾		$ 3,425,000.00	March 25, 2037
I-23-B	Variable ⁽²⁾		$ 3,425,000.00	March 25, 2037
I-24-A	Variable ⁽²⁾		$ 5,300,500.00	March 25, 2037
I-24-B	Variable ⁽²⁾		$ 5,300,500.00	March 25, 2037
I-25-A	Variable ⁽²⁾		$ 3,158,000.00	March 25, 2037
I-25-B	Variable ⁽²⁾		$ 3,158,000.00	March 25, 2037
I-26-A	Variable ⁽²⁾		$ 3,073,000.00	March 25, 2037
I-26-B	Variable ⁽²⁾		$ 3,073,000.00	March 25, 2037
I-27-A	Variable ⁽²⁾		$ 2,990,000.00	March 25, 2037
I-27-B	Variable ⁽²⁾		$ 2,990,000.00	March 25, 2037
I-28-A	Variable ⁽²⁾		$ 2,910,500.00	March 25, 2037
I-28-B	Variable ⁽²⁾		$ 2,910,500.00	March 25, 2037
I-29-A	Variable ⁽²⁾		$ 2,833,000.00	March 25, 2037
I-29-B	Variable ⁽²⁾		$ 2,833,000.00	March 25, 2037
I-30-A	Variable ⁽²⁾		$ 6,850,000.00	March 25, 2037
I-30-B	Variable ⁽²⁾		$ 6,850,000.00	March 25, 2037
I-31-A	Variable ⁽²⁾		$ 2,598,500.00	March 25, 2037
I-31-B	Variable ⁽²⁾		$ 2,598,500.00	March 25, 2037
I-32-A	Variable ⁽²⁾		$ 2,530,000.00	March 25, 2037
I-32-B	Variable ⁽²⁾		$ 2,530,000.00	March 25, 2037
I-33-A	Variable ⁽²⁾		$ 2,462,000.00	March 25, 2037
I-33-B	Variable ⁽²⁾		$ 2,462,000.00	March 25, 2037
I-34-A	Variable ⁽²⁾		$ 2,396,500.00	March 25, 2037
I-34-B	Variable ⁽²⁾		$ 2,396,500.00	March 25, 2037
I-35-A	Variable ⁽²⁾		$ 2,332,500.00	March 25, 2037
I-35-B	Variable ⁽²⁾		$ 2,332,500.00	March 25, 2037
I-36-A	Variable ⁽²⁾		$ 5,497,500.00	March 25, 2037
I-36-B	Variable ⁽²⁾		$ 5,497,500.00	March 25, 2037
I-37-A	Variable ⁽²⁾		$ 2,130,500.00	March 25, 2037
I-37-B	Variable ⁽²⁾		$ 2,130,500.00	March 25, 2037
I-38-A	Variable ⁽²⁾		$ 2,073,000.00	March 25, 2037
I-38-B	Variable ⁽²⁾		$ 2,073,000.00	March 25, 2037
I-39-A	Variable ⁽²⁾		$ 2,019,000.00	March 25, 2037
I-39-B	Variable ⁽²⁾		$ 2,019,000.00	March 25, 2037
I-40-A	Variable ⁽²⁾		$ 1,965,000.00	March 25, 2037
I-40-B	Variable ⁽²⁾		$ 1,965,000.00	March 25, 2037
I-41-A	Variable ⁽²⁾		$ 1,913,000.00	March 25, 2037
I-41-B	Variable ⁽²⁾		$ 1,913,000.00	March 25, 2037
I-42-A	Variable ⁽²⁾		$ 5,010,000.00	March 25, 2037
I-42-B	Variable ⁽²⁾		$ 5,010,000.00	March 25, 2037
I-43-A	Variable ⁽²⁾		$ 1,737,500.00	March 25, 2037
I-43-B	Variable ⁽²⁾		$ 1,737,500.00	March 25, 2037
I-44-A	Variable ⁽²⁾		$ 1,691,500.00	March 25, 2037
I-44-B	Variable ⁽²⁾		$ 1,691,500.00	March 25, 2037
I-45-A	Variable ⁽²⁾		$ 1,646,500.00	March 25, 2037
I-45-B	Variable ⁽²⁾		$ 1,646,500.00	March 25, 2037
I-46-A	Variable ⁽²⁾		$ 1,603,000.00	March 25, 2037
I-46-B	Variable ⁽²⁾		$ 1,603,000.00	March 25, 2037
I-47-A	Variable ⁽²⁾		$ 1,561,000.00	March 25, 2037
I-47-B	Variable ⁽²⁾		$ 1,561,000.00	March 25, 2037
I-48-A	Variable ⁽²⁾		$ 4,511,000.00	March 25, 2037
I-48-B	Variable ⁽²⁾		$ 4,511,000.00	March 25, 2037
I-49-A	Variable ⁽²⁾		$ 1,404,000.00	March 25, 2037
I-49-B	Variable ⁽²⁾		$ 1,404,000.00	March 25, 2037
I-50-A	Variable ⁽²⁾		$ 1,366,500.00	March 25, 2037
I-50-B	Variable ⁽²⁾		$ 1,366,500.00	March 25, 2037
I-51-A	Variable ⁽²⁾		$ 1,331,500.00	March 25, 2037
I-51-B	Variable ⁽²⁾		$ 1,331,500.00	March 25, 2037
I-52-A	Variable ⁽²⁾		$ 1,296,500.00	March 25, 2037
I-52-B	Variable ⁽²⁾		$ 1,296,500.00	March 25, 2037
I-53-A	Variable ⁽²⁾		$ 1,262,500.00	March 25, 2037
I-53-B	Variable ⁽²⁾		$ 1,262,500.00	March 25, 2037
I-54-A	Variable ⁽²⁾		$ 4,063,000.00	March 25, 2037
I-54-B	Variable ⁽²⁾		$ 4,063,000.00	March 25, 2037
I-55-A	Variable ⁽²⁾		$ 1,131,500.00	March 25, 2037
I-55-B	Variable ⁽²⁾		$ 1,131,500.00	March 25, 2037
I-56-A	Variable ⁽²⁾		$ 1,102,500.00	March 25, 2037
I-56-B	Variable ⁽²⁾		$ 1,102,500.00	March 25, 2037
I-57-A	Variable ⁽²⁾		$ 1,074,000.00	March 25, 2037
I-57-B	Variable ⁽²⁾		$ 1,074,000.00	March 25, 2037
I-58-A	Variable ⁽²⁾		$ 1,046,000.00	March 25, 2037
I-58-B	Variable ⁽²⁾		$ 1,046,000.00	March 25, 2037
I-59-A	Variable ⁽²⁾		$ 1,018,500.00	March 25, 2037
I-59-B	Variable ⁽²⁾		$ 1,018,500.00	March 25, 2037
I-60-A	Variable ⁽²⁾		$ 3,826,000.00	March 25, 2037
I-60-B	Variable ⁽²⁾		$ 3,826,000.00	March 25, 2037
I-61-A	Variable ⁽²⁾		$ 918,000.00	March 25, 2037
I-61-B	Variable ⁽²⁾		$ 918,000.00	March 25, 2037
I-62-A	Variable ⁽²⁾		$ 893,500.00	March 25, 2037
I-62-B	Variable ⁽²⁾		$ 893,500.00	March 25, 2037
I-63-A	Variable ⁽²⁾		$ 871,500.00	March 25, 2037
I-63-B	Variable ⁽²⁾		$ 871,500.00	March 25, 2037
I-64-A	Variable ⁽²⁾		$ 848,500.00	March 25, 2037
I-64-B	Variable ⁽²⁾		$ 848,500.00	March 25, 2037
I-65-A	Variable ⁽²⁾		$ 826,500.00	March 25, 2037
I-65-B	Variable ⁽²⁾		$ 826,500.00	March 25, 2037
I-66-A	Variable ⁽²⁾		$ 3,245,000.00	March 25, 2037
I-66-B	Variable ⁽²⁾		$ 3,245,000.00	March 25, 2037
I-67-A	Variable ⁽²⁾		$ 738,000.00	March 25, 2037
I-67-B	Variable ⁽²⁾		$ 738,000.00	March 25, 2037
I-68-A	Variable ⁽²⁾		$ 719,500.00	March 25, 2037
I-68-B	Variable ⁽²⁾		$ 719,500.00	March 25, 2037
I-69-A	Variable ⁽²⁾		$ 700,500.00	March 25, 2037
I-69-B	Variable ⁽²⁾		$ 700,500.00	March 25, 2037
I-70-A	Variable ⁽²⁾		$ 683,000.00	March 25, 2037
I-70-B	Variable ⁽²⁾		$ 683,000.00	March 25, 2037
I-71-A	Variable ⁽²⁾		$ 665,500.00	March 25, 2037
I-71-B	Variable ⁽²⁾		$ 665,500.00	March 25, 2037
I-72-A	Variable ⁽²⁾		$ 2,458,500.00	March 25, 2037
I-72-B	Variable ⁽²⁾		$ 2,458,500.00	March 25, 2037
I-73-A	Variable ⁽²⁾		$ 595,500.00	March 25, 2037
I-73-B	Variable ⁽²⁾		$ 595,500.00	March 25, 2037
I-74-A	Variable ⁽²⁾		$ 580,500.00	March 25, 2037
I-74-B	Variable ⁽²⁾		$ 580,500.00	March 25, 2037
I-75-A	Variable ⁽²⁾		$ 566,000.00	March 25, 2037
I-75-B	Variable ⁽²⁾		$ 566,000.00	March 25, 2037
I-76-A	Variable ⁽²⁾		$ 552,000.00	March 25, 2037
I-76-B	Variable ⁽²⁾		$ 552,000.00	March 25, 2037
I-77-A	Variable ⁽²⁾		$ 537,000.00	March 25, 2037
I-77-B	Variable ⁽²⁾		$ 537,000.00	March 25, 2037
I-78-A	Variable ⁽²⁾		$ 2,257,000.00	March 25, 2037
I-78-B	Variable ⁽²⁾		$ 2,257,000.00	March 25, 2037
I-79-A	Variable ⁽²⁾		$ 510,500.00	March 25, 2037
I-79-B	Variable ⁽²⁾		$ 510,500.00	March 25, 2037
I-80-A	Variable ⁽²⁾		$ 498,000.00	March 25, 2037
I-80-B	Variable ⁽²⁾		$ 498,000.00	March 25, 2037
I-81-A	Variable ⁽²⁾		$ 484,500.00	March 25, 2037
I-81-B	Variable ⁽²⁾		$ 484,500.00	March 25, 2037
I-82-A	Variable ⁽²⁾		$ 473,500.00	March 25, 2037
I-82-B	Variable ⁽²⁾		$ 473,500.00	March 25, 2037
I-83-A	Variable ⁽²⁾		$ 461,000.00	March 25, 2037
I-83-B	Variable ⁽²⁾		$ 461,000.00	March 25, 2037
I-84-A	Variable ⁽²⁾		$ 19,682,500.00	March 25, 2037
I-84-B	Variable ⁽²⁾		$ 19,682,500.00	March 25, 2037

________________

⁽¹⁾ For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations.

⁽²⁾ Calculated in accordance with the definition of “REMIC I Remittance Rate” herein.

REMIC II

As provided herein, the Trustee will elect to treat the pool of assets consisting of the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC II. The Class R-II Interest will evidence the sole class of residual interests in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC II Regular Interests (as defined herein). None of the REMIC II Regular Interests will be certificated.

Designation	REMIC II Remittance Rate	Initial Uncertificated Balance	Latest Possible Maturity Date ⁽¹⁾
LTI-AIO	Variable ⁽²⁾	(3)	March 25, 2037
LTI-A	Variable ⁽²⁾	$ 404,999,588.88	March 25, 2037
LTI-P	Variable ⁽²⁾	$ 100.00	March 25, 2037
LTI-IO	Variable ⁽²⁾	(3)	March 25, 2037

_______________

⁽¹⁾ For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

⁽²⁾ Calculated in accordance with the definition of REMIC II Remittance Rate herein.

⁽³⁾ REMIC II Regular Interest LTI-AIO and REMIC II Regular Interest LTI-IO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

REMIC III

As provided herein, the Trustee will elect to treat the pool of assets consisting of the REMIC II Regular Interests as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC III. The Class R-III Interest will evidence the sole class of residual interests in REMIC III for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the REMIC III Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC III Regular Interests (as defined herein). None of the REMIC III Regular Interests will be certificated.

Designation	REMIC III Remittance Rate	Initial Uncertificated Balance	Latest Possible Maturity Date ⁽¹⁾
LTII-AIO	Variable ⁽²⁾	(3)	March 25, 2037
LTII-AA	Variable ⁽²⁾	$ 440,999,695.10	March 25, 2037
LTII-A	Variable ⁽²⁾	$ 4,500,000.00	March 25, 2037
LTII-ZZ	Variable ⁽²⁾	$ 4,499,993.78	March 25, 2037
LTII-P	Variable ⁽²⁾	$ 100.00	March 25, 2037
LTII-IO	Variable ⁽²⁾	(3)	March 25, 2037

_______________

⁽¹⁾ For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

⁽²⁾ Calculated in accordance with the definition of REMIC III Remittance Rate herein.

⁽³⁾ REMIC III Regular Interest LTII-AIO and REMIC III Regular Interest LTII-IO will not have an Uncertificated Balance, but will accrue interest on its Uncertificated Notional Amount, as defined herein.

REMIC IV

As provided herein, the Trustee will elect to treat the pool of assets consisting of the REMIC III Regular Interests as a REMIC for federal income tax purposes, and such pool of assets will be designated as REMIC IV. The Class R-IV Interest will evidence the sole class of residual interests in REMIC IV for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation, the Pass-Through Rate, the initial aggregate Class Certificate Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated Classes of Certificates. The Class IO Interest shall represent uncertificated regular interests in REMIC IV.

Each of the Class A Certificates generally represents ownership of a regular interest in REMIC IV and also represents (i) the right to receive payments with respect to the Net WAC Cap Carry Forward Amount and (ii) the obligation to pay the Class IO Distribution Amount (as defined herein). The entitlement to principal of each REMIC IV Regular Interest ownership of which is represented by a regular interest which corresponds to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.

Designation	Pass-Through Rate	Initial Aggregate Certificate Balance	Latest Possible Maturity Date ⁽¹⁾
Class A-IO	3.20% ⁽⁷⁾	(8)	March 25, 2037
Class A	Variable ⁽²⁾	$ 449,999,688.88	March 25, 2037
Class C	Variable ⁽²⁾⁽³⁾	$ 0.00	March 25, 2037
Class P	(6)	$ 100.00	March 25, 2037
Class IO Interest	(4)	(5)	March 25, 2037

________________

⁽¹⁾ For purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

⁽²⁾ Calculated in accordance with the definition of Pass-Through Rate herein.

⁽³⁾ The Class C Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class C Certificates outstanding from time to time, which shall equal the aggregate Uncertificated Balance of the REMIC III Regular Interests. The Class C Certificates will not accrue interest on their Uncertificated Balance.

⁽⁴⁾ For federal income tax purposes, the Class IO Interest will not have a Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC III Regular Interest LTII-IO.

⁽⁵⁾ For federal income tax purposes, the Class IO Interest will not have an Uncertificated Balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC III Regular Interest LTII-IO.

⁽⁶⁾ The Class P Certificates will not accrue interest.

⁽⁷⁾ Calculated in accordance with the definition of “Pass-Through Rate” herein and subject to the related Net WAC Cap.

⁽⁸⁾ The Class X-1 Certificates will accrue interest based on a Notional Amount, as set forth herein.

Set forth below are designations of Classes of Certificates to the categories used herein:

Book-Entry Certificates

Class A and Class A-IO Certificates.

ERISA-Restricted Certificates

Class C, Class P and Class R Certificates; and the Certificates of any Class that cease to satisfy the rating requirements of the Underwriter’s Exemption.

Offered Certificates

Class A and Class A-IO Certificates.

Definitive Certificates

Class C, Class P and Class R Certificates.

Private Certificates

Class C, Class P and Class R Certificates.

Rating Agencies

Moody’s and S&P.

Regular Certificates

All Classes of Certificates other than the Residual Certificates.

Residual Certificates

Class R Certificates.

ARTICLE I

Definitions

Section 1.01

Definitions.

Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Class A Certificates shall be made on the basis of the actual number of days elapsed and a 360-day year and all calculations in respect of interest on the Class A-IO Certificates, Class C Certificates, REMIC I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P and Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.

Accrued Certificate Interest Distribution Amount : For any Distribution Date and the Offered Certificates, the amount of interest accrued during the related Interest Accrual Period at the Pass-Through Rate on the Class Certificate Balance or Notional Amount, as applicable, immediately before the Distribution Date reduced by any Net Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section 4.04.

Adjusted Mortgage Rate : As to each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage Rate less (y) the Servicing Fee Rate.

Adjusted Premium Rate : As to any Distribution Date, a per annum rate equal to the Premium Rate multiplied by a fraction, the numerator of which is the Class Certificate Balance of the Class A Certificates immediately prior to such Distribution Date and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans as of the first day of the related Remittance Period, adjusted to reflect unscheduled principal payments made thereafter that were included in the Principal Distribution Amount on the immediately preceding Distribution Date.

Advance : The payment required to be made by the Servicer for any Distribution Date pursuant to Section 4.01 (other than any amounts advanced pursuant to Section 4.01(d)), the amount of that payment being equal to the aggregate of payments of principal and interest (net of the Servicing Fee and any net proceeds in the case of any REO Properties) on the Mortgage Loans that were due during the related Remittance Period and not received as of the close of business on the related Determination Date, plus an amount equivalent to interest on each REO Property less the aggregate amount of any delinquent payments that the Servicer has determined would constitute a Nonrecoverable Advance if advanced.

Affected Party : As defined in the Interest Rate Swap Agreement.

Affiliate : With respect to any Person, any other Person controlling, controlled or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract, or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing. Affiliates also include any entities consolidated within the requirements of generally accepted accounting principles.

Agreement : This Pooling and Servicing Agreement and all amendments and supplements hereto.

Amount Held for Future Distribution : For any Distribution Date, the aggregate amount held in the Certificate Account at the close of business on the related Determination Date on account of (i) Principal Prepayments received after the end of the related Prepayment Period and Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans, in each case, received after the end of the preceding calendar month and (ii) all Scheduled Payments on the Mortgage Loans due after the end of the related Remittance Period.

Appraised Value : With respect to any Mortgaged Property, the value thereof as determined by an independent appraisal made at the time of the origination of the related Mortgage Loan or the sale price, if the appraisal is not available; except that, with respect to any Mortgage Loan that is a purchase money mortgage loan, the lesser of (i) the value thereof as determined by an independent appraisal made at the time of the origination of such Mortgage Loan, if any, and (ii) the sales price of the related Mortgaged Property.

Available Funds : For any Distribution Date, the sum of (i) all scheduled installments of interest (net of the Expense Fees) and principal due on the Due Date on the Mortgage Loans in the related Remittance Period (or any prior Remittance Period not covered by an Advance) and received by the related Determination Date, together with any related Advances; (ii) all Insurance Proceeds with respect to the Mortgage Loans (including those received with respect to the Pool Policy and not reimbursable to the Seller pursuant to Section 2.03(c), but excluding Insurance Proceeds included in Liquidation Proceeds), Liquidation Proceeds and Subsequent Recoveries received during the preceding calendar month with respect to the Mortgage Loans (in each case, net of unreimbursed expenses incurred in connection with a liquidation or foreclosure and net of the related Excess Proceeds); (iii) all partial or full Principal Prepayments on the Mortgage Loans received during the related Prepayment Period together with all Compensating Interest on those Mortgage Loans and interest paid by the Mortgagors (other than Prepayment Interest Excess) and (iv) amounts received by the Trustee for such Distribution Date as the Substitution Adjustment Amount or the Purchase Price of a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Seller or the Servicer as of the Distribution Date including proceeds received with respect to the termination of the Trust Fund pursuant to Section 9.01 minus (v) amounts in reimbursement for Advances previously made and other expenses reimbursable to the Servicer with respect to the Mortgage Loans pursuant to this Agreement (other than amounts included in clause (vi) below); (vi) amounts reimbursable or payable to the Servicer, Depositor or the Seller with respect to the Mortgage Loans for such Distribution Date pursuant to Section 6.03 and (vii) any Net Swap Payment or Swap Termination Payment owed to the Swap Provider (to the extent not paid by the Supplemental Interest Trust Trustee from any upfront payment received pursuant to any replacement interest rate swap agreement that may be entered into by the Supplemental Interest Trust Trustee and other than Swap Termination Payments resulting from a Swap Provider Trigger Event). In addition, Available Funds for any Distribution Date shall include any amounts paid to the Trustee by the Pool Insurer which represent a return of the premium paid to the Pool Insurer on the Closing Date for Covered Mortgage Loans that has been rescinded by the Pool Insurer in accordance with the Pool Policy. For avoidance of doubt, amounts in deposit in the Pool Policy Reserve Account shall not be included in the definition of “Available Funds”.

Bankruptcy Code : The United States Bankruptcy Reform Act of 1978, as amended.

Book-Entry Certificates : As specified in the Preliminary Statement.

Business Day : Any day other than (i) a Saturday or a Sunday, or (ii) a day on which banking institutions in the City of New York, New York, the State of California or the city in which the Corporate Trust Office of the Trustee or the Certificate Insurer is located are authorized or obligated by law or executive order to be closed.

Certificate : Any one of the Certificates issued by the Trust Fund and executed by the Trustee, in substantially the forms attached as exhibits.

Certificate Account : The separate Eligible Account or Accounts created and maintained by the Servicer pursuant to Section 3.06(d) with a depository institution in the name of the Servicer for the benefit of the Trustee on behalf of Certificateholders and designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1.”

Certificate Balance : With respect to the Class A Certificates and the Class P Certificates at any date, the maximum dollar amount of principal to which the Holder of the Certificate is then entitled, such amount being equal to the Certificate’s Denomination minus all distributions of principal previously made with respect thereto. With respect to the Class C Certificates as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Balance of the REMIC III Regular Interests over (B) the then aggregate Certificate Balance of the Class A and Class P Certificates then outstanding. The Class A-IO Certificates and the Residual Certificates have no Certificate Balance.

Certificate Insurer : MBIA Insurance Corporation, a New York State stock insurance corporation or its successors in interest.

Certificate Insurer Default: The failure by the Certificate Insurer to make a payment required under the Policy in accordance with its terms.

Certificate Owner : With respect to a Book-Entry Certificate, the Person who is the beneficial owner of the Book-Entry Certificate. For purposes of this Agreement, in order for a Certificate Owner to enforce any of its rights under this Agreement, it shall first have to provide evidence of its beneficial ownership interest in a Certificate that is reasonably satisfactory to the Trustee, the Depositor and/or the Servicer, as applicable.

Certificate Register and Certificate Registrar : The register maintained and registrar appointed pursuant to Section 5.02.

Certificateholder or Holder : The person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Seller, the Depositor or its Affiliate shall not be eligible to vote or be considered Outstanding and the Percentage Interest evidenced thereby shall not be taken into account in determining whether the requisite amount of Percentage Interests necessary to effect a consent has been obtained unless the Seller, the Depositor or its Affiliates own 100% of the Percentage Interests evidenced by a Class of Certificates, in which case the Certificates shall be Outstanding for purposes of any provision of this Agreement requiring the consent of the Holders of Certificates of a particular Class as a condition to the taking of any action. The Trustee is entitled to rely conclusively on a certification of the Depositor or any Affiliate of the Depositor in determining which Certificates are registered in the name of an Affiliate of the Depositor.

Charge-off Amount : On any Distribution Date, for any Charged-Off Mortgage Loan, the Stated Principal Balance of that Mortgage Loan that has been written down.

Charged-Off Mortgage Loan : A Mortgage Loan with (i) a Stated Principal Balance that has been written down on the Servicer’s servicing system in accordance with its policies and procedures and (ii) any Mortgage Loan that is more than 120 days past due.

Class : All Certificates bearing the same class designation, as specified in the Preliminary Statement.

Class A Certificates : Any one of the Class A Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar substantially in the form annexed hereto as Exhibit A and evidencing a REMIC Regular Interest in REMIC II.

Class A-IO Certificate : Any one of the Class A-IO Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit B and evidencing a Regular Interest in REMIC III.

Class Certificate Balance : For any Class as of any date of determination, the aggregate of the Certificate Balances of all Certificates of such Class as of that date.

Class C Certificates : Any one of the Class C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and (i) a REMIC Regular Interest in REMIC IV, (ii) beneficial ownership of the Excess Reserve Fund Account and (iii) beneficial ownership of the Supplemental Interest Trust.

Class C Distributable Amount : On any Distribution Date, the amount that has accrued on the Class C Certificates but that has not been distributed on the Class C Certificates on prior Distribution Dates.

Class IO Distribution Amount : As defined in Section 4.05 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.05 hereof.

Class IO Interest : An uncertificated interest in the Trust Fund held by the Trustee, evidencing a REMIC Regular Interest in REMIC IV for purposes of the REMIC Provisions.

Class P Certificate : Any one of the Class P Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC IV.

Class R Certificate : A certificate representing the beneficial ownership of the Class R-I Interest, the Class R-II Interest, the Class R-III Interest and the Class R-IV Interest.

Class R-I Interest: The uncertificated residual interest in REMIC I.

Class R-II Interest: The uncertificated residual interest in REMIC II.

Class R-III Interest: The uncertificated residual interest in REMIC III.

Class R-IV Interest: The uncertificated residual interest in REMIC IV.

Closing Date : February 14, 2007.

Code : The United States Internal Revenue Code of 1986, including any successor or amendatory provisions.

Collateral Value : For any Mortgage Loan, the Collateral Value of the related Mortgaged Property shall be, other than for Refinance Loans, the lesser of (i) the appraised value determined in an appraisal obtained by the originator at origination of the Mortgage Loan and (ii) the sales price for the related Mortgaged Property. In the case of a Refinance Loan, the Collateral Value of the related Mortgaged Property is its appraised value determined in an appraisal obtained at the time of refinancing.

Commission . The United States Securities and Exchange Commission.

Compensating Interest : For any Distribution Date, the lesser of (i) any Prepayment Interest Shortfalls with respect to such Distribution Date and the Mortgage Loans and (ii) 0.125% multiplied by one-twelfth multiplied by the aggregate Stated Principal Balance of the Mortgage Loans , as of the first day of the related Remittance Period.

Corporate Trust Office : The designated office of the Trustee and the Supplemental Interest Trust Trustee in the State of California at which at any particular time its corporate trust business with respect to this Agreement is administered, which office at the date of the execution of this Agreement is located at 1761 East St. Andrew Place, Santa Ana, California 92705, Attn: Corporate Trust Administration IN07G1 (IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-1), facsimile no. (714) 656-2626 and which is the address to which notices to and correspondence with the Trustee or the Supplemental Interest Trust Trustee should be directed or. With respect to the Certificate Registrar, the designated office for presentment and surrender of Certificates for registration, transfer or exchange thereof located at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee 37211, Attention: Transfer Unit.

Corresponding Certificate : With respect to each REMIC III Regular Interest, as follows:

REMIC II Regular Interest	Class
REMIC III Regular Interest LTII-A	A
REMIC III Regular Interest LTII-AIO	A-IO

Covered Mortgage Loan : Any Mortgage Loan covered by the Pool Policy as identified on the Mortgage Loan Schedule.

Credit Support Annex : The credit support annex, dated as of February 14, 2007, between the Supplemental Interest Trust Trustee and the Swap Provider.

Credit Support Collateral Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 4.11 in the name of the Trustee for the benefit of the Certificateholders and designated “Credit Support Collateral Account, Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1.” Funds in the Credit Support Collateral Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement. The Credit Support Collateral Account will not be an asset of any REMIC.

Cumulative Covered Loan Loss : With respect to any Distribution Date, the aggregate amount of Loss (as defined in the Pool Policy but without regard to any references to “the Company”) from the Cut-off Date through the last day of the related Remittance Period with respect to the Mortgage Loans identified on the Mortgage Loan Schedule on the Closing Date as Covered Mortgage Loans that became, following the Closing Date, four (4) months in Default (as defined in the Pool Policy).

Cut-off Date : February 1, 2007.

Cut-off Date Principal Balance : As to any Mortgage Loan, its Stated Principal Balance as of the close of business on the related Cut-off Date without giving effect to Principal Prepayments received after such Cut-off Date.

Debt Service Reduction : For any Mortgage Loan, a reduction by a court of competent jurisdiction, in a proceeding under the Bankruptcy Code, in the Scheduled Payment for the Mortgage Loan that became final and non-appealable, but not including a reduction (i) resulting from a Deficient Valuation or (ii) that results in a permanent forgiveness of principal.

Defaulting Party : As defined in the Interest Rate Swap Agreement.

Deferred Premium Amount: As defined in Section 4.10 herein.

Deferred Premium Release Date: The date which is three (3) Business Days immediately following the earliest of: (i) the date, if any, that the Pool Insurer delivers written notice to the Trustee (with a copy to the Certificate Insurer) that the Maximum Aggregate Liability (as defined in the Pool Policy) has been paid by the Pool Insurer under the terms of the Pool Policy, (ii) the date, if any, that the Pool Insurer delivers written notice to the Trustee (with a copy to the Certificate Insurer), that the remaining deductible under the Pool Policy exceeds the aggregate outstanding principal balance of the Covered Mortgage Loans as of such date, (iii) the date that the Trust Fund is terminated pursuant to Section 9.01, or (iv) the maturity or other liquidation of the last Mortgage Loan remaining in the Trust Fund and the disposition of all REO Property.

Deficiency Amount : As defined in the Policy.

Deficient Valuation : For any Mortgage Loan, a valuation by a court of competent jurisdiction of the related Mortgaged Property in an amount less than the then outstanding indebtedness under such Mortgage Loan, or any reduction in the amount of principal to be paid in connection with any Scheduled Payment, that results in a permanent forgiveness of principal, which valuation or reduction results from an order of the court that is final and non-appealable in a proceeding under the Bankruptcy Code.

Definitive Certificates : As specified in the Preliminary Statement.

Delayed Delivery Certification : A certification substantially in the form of Exhibit G-2.

Delayed Delivery Mortgage Loans : The Mortgage Loans identified as such on the Mortgage Loan Schedule, for which neither a related Mortgage File nor the Mortgage Note (or lost note affidavit for a lost Mortgage Note) has been delivered to the Trustee by the Closing Date.

Deleted Mortgage Loan : As defined in Section 2.03(c).

Denomination : For each Certificate, the amount appearing on the face of the Certificate as the “Initial Certificate Balance of this Certificate” or the Percentage Interest appearing on the face of the Certificate.

Depositor : IndyMac ABS, Inc., a Delaware corporation, or its successor in interest.

Depository : The initial Depository shall be The Depository Trust Company, the nominee of which is Cede & Co., as the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York.

Depository Participant : A broker, dealer, bank, or other financial institution or other Person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.

Determination Date : As to any Distribution Date, the 18 ^th day of each month or, if that day is not a Business Day, the next Business Day, except that if the next Business Day is less than two (2) Business Days before the related Distribution Date, then the Determination Date shall be the Business Day preceding the 18 ^th day of the month.

Distribution Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(f) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1.” Funds in the Distribution Account shall be held in trust for the Certificateholders for the uses and purposes set forth in this Agreement.

Distribution Account Deposit Date : As to any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding the Distribution Date.

Distribution Date : The 25 ^th day of each calendar month, or if that day is not a Business Day, the next Business Day, commencing in March 2007.

Due Date : For any Mortgage Loan and Distribution Date, the first day of the month in which the Distribution Date occurs.

Eligible Account : Any of (i) an account maintained with a federal or state chartered depository institution or trust company, the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the debt obligations of the holding company, but only if Moody’s is not a Rating Agency) have the highest short-term ratings of each Rating Agency at the time any amounts are held on deposit therein, or (ii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution or trust company, acting in its fiduciary capacity, or (iii) any other account acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates (without regard to the Policy), as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest, and may include, if otherwise qualified under this definition, accounts maintained with the Trustee.

ERISA : The Employee Retirement Income Security Act of 1974, as amended.

ERISA-Qualifying Underwriting : A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.

ERISA-Restricted Certificate : As specified in the Preliminary Statement.

Escrow Account : The Eligible Account or Accounts established and maintained pursuant to Section 3.07(a).

Estimated Swap Termination Payment : As defined in the Interest Rate Swap Agreement.

Event of Default : As defined in Section 7.01.

Excess Proceeds : For any Liquidated Mortgage Loan, the excess of (a) all Liquidation Proceeds from the Mortgage Loan received in the calendar month in which the Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the Servicer as Nonrecoverable Advances with respect to the Mortgage Loan pursuant to Section 3.09(a)(ii), over (b) the sum of (i) the unpaid principal balance of the Liquidated Mortgage Loan as of the Due Date in the month in which the Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Rate from the Due Date for which interest was last paid or advanced (and not reimbursed) to Certificateholders up to the Due Date applicable to the Distribution Date following the calendar month during which the liquidation occurred.

Excess Reserve Fund Account : The separate Eligible Account created and maintained by the Trustee pursuant to Section 3.06(d) in the name of the Trustee for the benefit of the Certificateholders and designated “Deutsche Bank National Trust Company in trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-1.” Funds in the Excess Reserve Fund Account shall be held in trust for the Certificateholders of the Class A Certificates for the uses and purposes set forth in this Agreement. The Excess Reserve Fund Account will not be an asset of any REMIC.

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

Expense Adjusted Net Mortgage Rate : For any Distribution Date and a Mortgage Loan, the per annum rate equal to the Mortgage Rate of that Mortgage Loan as of the first day of the month preceding the month in which that Distribution Date occurs minus the Expense Fee Rate.

Expense Fees : As to each Mortgage Loan, the sum of the Servicing Fee and Trustee Fee for such Mortgage Loan.

Expense Fee Rate : The sum of the Servicing Fee Rate and the Trustee Fee Rate.

FDIC : The Federal Deposit Insurance Corporation, or any successor thereto.

FHLMC : The Federal Home Loan Mortgage Corporation, a corporate instrumentality of the United States created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or any successor thereto..

Final Distribution Date : The Distribution Date in March 2037.

Final Recovery Determination : With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by IndyMac Bank, F.S.B. (on its own behalf as a seller) pursuant to or as contemplated by Section 2.03(c), Section 3.12(c) or Section 9.01), a determination made by the Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries which the Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. The Servicer shall maintain records of each Final Recovery Determination made thereby.

FNMA : The Federal National Mortgage Association, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

Indirect Participant : A broker, dealer, bank, or other financial institution or other Person that clears through or maintains a custodial relationship with a Depository Participant.

Insurance Account : As defined in Section 4.07(b).

Insurance Agreement : The Insurance and Indemnity Agreement, dated as of the Closing Date, among the Certificate Insurer, the Trustee, the Servicer, the Seller and the Depositor.

Insurance Policy : For any Mortgage Loan included in the Trust Fund, any insurance policy, including all its riders and endorsements in effect, including any replacement policy or policies for any Insurance Policies.

Insurance Proceeds : Proceeds paid by an insurer pursuant to any Insurance Policy, in each case other than any amount included in such Insurance Proceeds in respect of Insured Expenses or released to the Mortgagor.

Insured Amount : With respect to any Distribution Date, the Deficiency Amount for such Distribution Date.

Insured Expenses : Expenses covered by an Insurance Policy, including the Pool Policy, or any other insurance policy with respect to the Mortgage Loans.

Insured Payments : As defined in the Policy.

Interest Accrual Period : With respect to the Class A Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Interest Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date. With respect to the Class C Certificates and the Class A-IO Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date.

Interest Rate Swap Agreement : The interest rate swap agreement, dated the Closing Date, between the Supplemental Interest Trust Trustee, as trustee on behalf of the Supplemental Interest Trust, and the Swap Provider, which agreement provides for Net Swap Payments and Swap Termination Payments to be paid, as provided therein, together with any schedules, confirmations or other agreements relating thereto, attached hereto as Exhibit Q.

Interest Remittance Amount: For any Distribution Date, the portion of clauses (i) through (iv) of Available Funds that is attributable to interest minus the sum of the amounts included in clauses (v) (insofar as such amounts relate to reimbursement for advances of delinquent interest), (vi) and (vii) of Available Funds.

Late Payment Rate : With respect to the Policy, the lesser of (a) the greater of (i) the per annum rate of interest published in the Wall Street Journal from time to time as the “prime rate” plus 3%, and (ii) the then applicable highest rate of interest on the Class A Certificates and (b) the maximum rate permissible under applicable usury or similar laws limiting interest rates, as determined by the Certificate Insurer. The Late Payment Rate shall be computed on the basis of the actual number of days elapsed over a year of 360 days.

Lender PMI Loan : Any Mortgage Loan with respect to which the related lender rather than the related borrower acquired primary mortgage guaranty insurance and charged the related borrower an interest premium.

LIBOR : For any Interest Accrual Period for the Class A Certificates, the rate determined by the Trustee on the related LIBOR Determination Date on the basis of the offered rate for one-month U.S. dollar deposits that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on that date. If the rate does not appear on Telerate Page 3750, the rate for that date will be determined on the basis of the rates at which one-month U.S. dollar deposits are offered by the Reference Banks at approximately 11:00 a.m. (London time) on that date to prime banks in the London interbank market. In that case, the Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two quotations are so provided, the rate for that date will be the arithmetic mean of the quotations (rounded upwards if necessary to the nearest whole multiple of 1/16%). If fewer than two quotations are provided as requested, the rate for that date will be the arithmetic mean of the rates quoted by major banks in New York City, selected by the Servicer, at approximately 11:00 a.m. (New York City time) on that date for one-month U.S. dollar loans to leading European banks.

LIBOR Determination Date : For any Interest Accrual Period for the Class A Certificates, the second London Business Day preceding the commencement of the Interest Accrual Period.

Liquidated Mortgage Loan : For any Distribution Date, a defaulted Mortgage Loan (including any REO Property) that was liquidated in the calendar month preceding the month of the Distribution Date and as to which the Servicer has certified (in accordance with this Agreement) that it has received all amounts it expects to receive in connection with the liquidation of the Mortgage Loan, including the final disposition of an REO Property.

Liquidation Proceeds : Amounts, including Insurance Proceeds regardless of when received, received in connection with the partial or complete liquidation of defaulted Mortgage Loans, whether through trustee’s sale, foreclosure sale, or otherwise or amounts received in connection with any condemnation or partial release of a Mortgaged Property, and any other proceeds received in connection with an REO Property, less the sum of related unreimbursed Servicing Fees, Servicing Advances and Advances.

Loan-to-Value Ratio : For any Mortgage Loan and as of any date of determination, the fraction whose numerator is the principal balance of the related Mortgage Loan at that date of determination and whose denominator is the Collateral Value of the related Mortgaged Property.

London Business Day : Any day on which dealings in deposits of United States dollars are transacted in the London interbank market.

Lost Mortgage Note : Any Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.

Majority in Interest : As to any Class of Regular Certificates, the Holders of Certificates of such Class evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced by all Certificates of such Class.

Marker Rate : With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the REMIC III Remittance Rates for each REMIC III Regular Interest (other than REMIC III Regular Interest LTII-AA, LTII-IO and LTII-AIO) subject to a cap (for each such REMIC III Regular Interest other than REMIC III Regular Interest LTII-ZZ) equal to the Pass-Through Rate for the Corresponding Certificate for the purpose of this calculation: with the rate on REMIC III Regular Interest LTII-ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, calculations of the REMIC III Remittance Rate and the related caps with respect to each such REMIC III Regular Interest, other than REMIC III Regular Interest LTII-ZZ, shall be multiplied by a fraction, the numerator of which is the actual number of days in the Interest Accrual Period and the denominator of which is 30.

Maximum Insured Amount : $449,550,000 in respect of principal plus interest thereon calculated at the applicable Pass-Through Rate for the Class A Certificates plus interest on the Notional Amount of the Class A-IO Certificates calculated at the applicable Pass-Through Rate.

MERS : Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.

MERS Mortgage Loan : Any Mortgage Loan registered with MERS on the MERS® System.

MERS® System : The system of recording transfers of mortgages electronically that is maintained by MERS.

MIN : The mortgage identification number for any MERS Mortgage Loan.

MOM Loan : Any Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for the originator of such Mortgage Loan and its successors and assigns.

Monthly Statement : The statement prepared by the Trustee pursuant to Section 4.03.

Moody’s : Moody’s Investors Service, Inc., or its successors in interest. If Moody’s is designated as a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention: Residential Loan Monitoring Group, or any other address that Moody’s furnishes to the Depositor and the Servicer.

Mortgage : The mortgage, deed of trust, or other instrument creating a lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.

Mortgage File : The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents delivered to the Trustee to be added to the Mortgage File pursuant to this Agreement.

Mortgage Loans : Such of the Mortgage Loans transferred and assigned to the Trustee pursuant to this Agreement (including the Delayed Delivery Mortgage Loans), as from time to time are held as a part of the Trust Fund (including any REO Property), the Mortgage Loans so held being identified on the Mortgage Loan Schedule, notwithstanding foreclosure or other acquisition of title of the related Mortgaged Property.

Mortgage Loan Schedule : As of any date, the list of Mortgage Loans in Schedule I included in the Trust Fund on such date . The Mortgage Loan Schedule shall be prepared by the Seller and shall contain the following information with respect to each Mortgage Loan:

(i)	the loan number;