EXHIBIT 10.3
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                            The Item 1115 Agreement.
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         Item 1115 Agreement dated as of May 30, 2006 (this "Agreement"),
between IndyMac Bank, F.S.B.., a federal savings bank ("IndyMac Bank"), IndyMac
MBS, Inc., a Delaware corporation ("IndyMac MBS"), IndyMac ABS, Inc., a Delaware
corporation ("IndyMac ABS"), and Deutsche Bank AG, New York Branch, as
counterparty (the "Counterparty").
                                    RECITALS

                  WHEREAS, IndyMac MBS and IndyMac ABS each have filed
Registration Statements on Form S-3 (each, a "Registration Statement") with the
Securities and Exchange Commission (the "Commission") for purposes of offering
mortgage backed or asset-backed notes and/or certificates (the "Securities")
through special purpose vehicles (each, an "SPV").

                  WHEREAS, from time to time, on the closing date (the "Closing
Date") of a transaction pursuant to which Securities are offered (each, a
"Transaction"), the Counterparty and the SPV or an underwriter or dealer with
respect to the Transaction, enter into certain derivative agreements (each, a
"Derivative Agreement"), including interest rate or currency swaps, for purposes
of providing certain yield enhancements to the SPV or the related trustee on
behalf of the SPV or a swap or corridor contract administrator (each, an
"Administrator").
                  NOW, THEREFORE, in consideration of the mutual agreements set
forth herein and for other good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereby agree as follows:

Section 1.        Definitions

                  Company Information:  As defined in Section 4(a)(i).

                  Company Financial Information: As defined in Section 2(a)(ii).

                  Depositor: Means IndyMac MBS and IndyMac ABS with respect to
the related Registration Statement for which the entity is the registrant.

                  GAAP: As defined in Section 3(a)(v).

                  EDGAR: The Commission's Electronic Data Gathering, Analysis
and Retrieval system.

                  Exchange Act: The Securities Exchange Act of 1934, as amended
and the rules and regulations promulgated thereunder.

                  Exchange Act Reports: All Distribution Reports on Form 10-D,
Current Reports on Form 8-K and Annual Reports on Form 10-K that are to be filed
with respect to the related SPV pursuant to the Exchange Act.

                  IFRS: Has the meaning set forth in Section 3(a)(v).

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                  Master Agreement: The ISDA Master Agreement between the
Counterparty and SPV, or if no such Master Agreement exists, the ISDA Master
Agreement assumed to apply to the Derivative Agreement pursuant to its terms.

                  Prospectus Supplement: The prospectus supplement prepared in
connection with the public offering and sale of the related Securities.

                  Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be amended from
time to time, and subject to such clarification and interpretation as have been
provided by the Commission in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or
by the staff of the Commission, or as may be provided by the Commission or its
staff from time to time.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

Section 2.        Information to be Provided by the Counterparty.

         (a)      Prior to printing the related Prospectus Supplement,

                  (i)      the Counterparty shall provide to the related
                           Depositor such information regarding the
                           Counterparty, as a derivative instrument
                           counterparty, as is reasonably requested by the
                           related Depositor for the purpose of compliance with
                           Item 1115(a)(1) of Regulation AB. Such information
                           shall include, at a minimum:

                           (A)      the Counterparty's legal name (and any
                                    d/b/a);

                           (B)      the organizational form of the Counterparty;
                                    and

                           (C)      a description of the general character of
                                    the business of the Counterparty;

                  (ii)     if requested by the related Depositor for the purpose
                           of compliance with Item 1115(b) with respect to a
                           Transaction (prior to the related Depositor taking
                           the steps necessary to suspend its obligation to file
                           Exchange Act Reports with respect to the SPV under
                           Sections 13 and 15(d) of the Exchange Act, in
                           accordance with the requirements of Regulation AB)
                           the Counterparty shall:

                           (A)      provide the financial data required by Item
                                    1115(b)(1) or (b)(2) of Regulation AB (as
                                    specified by the related Depositor to the
                                    Counterparty) with respect to the
                                    Counterparty, any affiliated entities
                                    providing derivative instruments to the SPV
                                    and any entities guaranteeing the
                                    obligations of the Counterparty or any
                                    affiliate entity providing derivative
                                    instruments to the SPV (a "Counterparty
                                    Guarantor") (the "Company Financial

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                                    Information"), in a form appropriate for use
                                    in the Prospectus Supplement and in an
                                    EDGAR-compatible form (if not incorporated
                                    by reference) and hereby authorizes the
                                    related Depositor to incorporate by
                                    reference the financial data required by
                                    Item 1115(b)(2) of Regulation AB; and

                           (B)      if applicable, cause its accountants to
                                    issue their consent to the filing or the
                                    incorporation by reference of such financial
                                    statements in the Registration Statement.

         (b)      Following the Closing Date with respect to a Transaction, and
                  until the related Depositor takes the steps necessary to
                  suspend its obligation to file Exchange Act Reports with
                  respect to the SPV under Sections 13 and 15(d) of the Exchange
                  Act,

                  (i)      if the Counterparty provided Company Financial
                           Information to the related Depositor for the
                           Prospectus Supplement, within 5 Business Days of the
                           release of any updated financial data, the
                           Counterparty shall (1) provide current Company
                           Financial Information (including Company Financial
                           Information of any Counterparty Guarantor) as
                           required under Item 1115(b) of Regulation AB to the
                           related Depositor in an EDGAR-compatible form (if not
                           incorporated by reference) and hereby authorizes the
                           related Depositor to incorporate by reference the
                           financial data required by Item 1115(b)(2) of
                           Regulation AB, and (2) if applicable, cause its
                           accountants (and, if applicable, the accountants of
                           any Counterparty Guarantor) to issue their consent to
                           filing or incorporation by reference of such
                           financial statements in the Exchange Act Reports of
                           the SPV; and

                  (ii)     if the related Depositor requests Company Financial
                           Information from the Counterparty, for the purpose of
                           compliance with Item 1115(b) of Regulation AB
                           following the Closing Date, the Counterparty shall
                           upon five Business Days written notice either (A),
                           (1) provide current Company Financial Information
                           (including Company Financial Information of any
                           Counterparty Guarantor) as required under Item
                           1115(b) of Regulation AB to the related Depositor in
                           an EDGAR-compatible form (if not incorporated by
                           reference) and hereby authorizes the related
                           Depositor to incorporate by reference the financial
                           data required by Item 1115(b)(2) of Regulation AB,
                           (2) if applicable, cause its accountants (and, if
                           applicable, the accountants of any Counterparty
                           Guarantor) to issue their consent to filing or
                           incorporation by reference of such financial
                           statements in the Exchange Act Reports of the SPV and
                           (3) within 5 Business Days of the release of any
                           updated financial data, provide current Company
                           Financial Information (including Company Financial
                           Information of any Counterparty Guarantor) as
                           required under Item 1115(b) of Regulation AB to the
                           related Depositor in an EDGAR-compatible form and if
                           applicable, cause its accountants (and, if
                           applicable, the accountants of any Counterparty
                           Guarantor) to issue their consent to filing or
                           incorporation by

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                           reference of such financial statements in the
                           Exchange Act Reports of the SPV or (B) assign the
                           Derivative Agreement as provided below.

Section 3.        Representations and Warranties and Covenants of the
                  Counterparty.

         (a)      The Counterparty represents and warrants to the related
                  Depositor, as of the date on which information is first
                  provided to the related Depositor under Section 2(a)(ii),
                  Section 2(b)(ii) or Section 2(b)(iii)(A), that, except as
                  disclosed in writing the related Depositor prior to such date:

                  (i)      Each of the Counterparty, and, if applicable, any
                           Company Guarantor is required to file reports with
                           the Commission pursuant to section 13(a) or 15(d) of
                           the Exchange Act.

                  (ii)     Each of the Counterparty, and, if applicable, any
                           Company Guarantor has filed all reports and other
                           materials required to be filed by such requirements
                           during the preceding 12 months (or such shorter
                           period that such party was required to file such
                           reports and materials).

                  (iii)    Each of the reports filed by the Counterparty and, if
                           applicable, any Company Guarantor include (or
                           properly incorporate by reference) the financial
                           statements of the Counterparty or, if applicable,
                           such Company Guarantor.

                  (iv)     The accountants who certify the financial statements
                           and supporting schedules included in the Company
                           Financial Information (including Company Financial
                           Information of any Counterparty Guarantor) (if
                           applicable) are independent registered public
                           accountants as required by the Securities Act.

                  (v)      If applicable, with respect to the Counterparty and
                           each Counterparty Guarantor, either (I) the financial
                           statements included in the Company Financial
                           Information present fairly the consolidated financial
                           position of the Counterparty or such Counterparty
                           Guarantor, as applicable and its consolidated
                           subsidiaries as at the dates indicated and the
                           consolidated results of their operations and cash
                           flows for the periods specified; except as otherwise
                           stated in the Company Financial Information, said
                           financial statements have been prepared in conformity
                           with generally accepted accounting principles
                           ("GAAP") applied on a consistent basis; and the
                           supporting schedules included in the Company
                           Financial Information present fairly in accordance
                           with GAAP the information required to be stated
                           therein or (II) if the Counterparty or Counterparty
                           Guarantor has adopted International Financial
                           Reporting Standards and International Accounting
                           Standards (collectively "IFRS") for the purpose of
                           preparing its financial statements, the Company
                           Financial Information present fairly the consolidated
                           financial position of the Counterparty or such
                           Counterparty Guarantor, as applicable and its
                           consolidated subsidiaries as

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                           at the dates indicated and the consolidated results
                           of their operations and cash flows for the periods
                           specified; except as otherwise stated in the Company
                           Financial Information, said financial statements have
                           been prepared in conformity with IFRS applied on a
                           consistent basis; and the supporting schedules
                           included in the Company Financial Information present
                           fairly in accordance with IFRS the information
                           required to be stated therein and such Company
                           Financial Information has been reconciled with GAAP.

                  (vi)     The selected financial data and summary financial
                           information included in the Company Financial
                           Information present fairly the information shown
                           therein and have been compiled on a basis consistent
                           with that of the audited financial statements of the
                           Counterparty.

                  (vii)    The Company Financial Information and other Company
                           Information included or incorporated by reference in
                           the Registration Statement (including through filing
                           on an Exchange Act Report), at the time they were or
                           hereafter are filed with the Commission, complied in
                           all respects with the requirements of Item 1115(b) of
                           Regulation AB (in the case of the Company Financial
                           Information) and, did not and will not contain an
                           untrue statement of a material fact or omit to state
                           a material fact required to be stated therein or
                           necessary in order to make the statements therein, in
                           the light of the circumstances under which they were
                           made, not misleading.

         (b)      If the Counterparty or a Counterparty Guarantor has provided
                  Company Financial Information that is incorporated by
                  reference into the Registration Statement of the related
                  Depositor, the Counterparty or such Counterparty Guarantor, so
                  long as the related Depositor is required to file Exchange Act
                  Reports with respect to the SPV, will file promptly all
                  documents required to be filed with the Commission pursuant to
                  Section 13 or 14 of the Exchange Act. If permitted by the
                  Exchange Act, the related Depositor will take the steps
                  necessary to suspend its obligation to file Exchange Act
                  Reports, with respect to the SPV, under Sections 13 and 15(d)
                  of the Exchange Act.

         (c)      If at any time the representations and warranties set forth in
                  3(a)(i) through (iii) are no longer true and correct, the
                  Counterparty or the Counterparty Guarantor, as applicable,
                  shall provide notice to the related Depositor, and if any
                  Company Financial Information is required to be included in
                  the Registration Statement, or the Exchange Act Reports of the
                  SPV, will provide to the related Depositor such Company
                  Financial Information in EDGAR-compatible format no later than
                  the 20th calendar day of the month in which any of the
                  representations or warranties in Section 3(a)(i) through (iii)
                  ceased to be correct.

         (d)      The Counterparty agrees that the terms of this Agreement shall
                  be incorporated by reference into any Derivative Agreement so
                  that each SPV who is a beneficiary of

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                  a Derivative Agreement shall be an express third party
                  beneficiary of this Agreement.

Section 4.        Indemnification; Remedies

         (a)      Each of the Counterparty and any Counterparty Guarantor shall
                  indemnify IndyMac Bank and the related Depositor, each person
                  responsible for the preparation, execution or filing of any
                  report required to be filed with the Commission with respect
                  to such SPV, or for execution of a certification pursuant to
                  Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act; each
                  broker dealer acting as underwriter, each person who controls
                  any of such parties (within the meaning of Section 15 of the
                  Securities Act and Section 20 of the Exchange Act); and the
                  respective present and former directors, officers, employees
                  and agents of each of the foregoing, and shall hold each of
                  them harmless from and against any losses, damages, penalties,
                  fines, forfeitures, legal fees and expenses and related costs,
                  judgments, and any other costs, fees and expenses that any of
                  them may sustain arising out of or based upon:

                  (i)      (A) any untrue statement of a material fact contained
                           or alleged to be contained in any information,
                           report, accountants' consent or other material
                           provided in written or electronic form under Section
                           2 by or on behalf of the Counterparty or any
                           Counterparty Guarantor (collectively, the "Company
                           Information"), or (B) the omission or alleged
                           omission to state in the Company Information a
                           material fact required to be stated in the Company
                           Information or necessary in order to make the
                           statements therein, in the light of the circumstances
                           under which they were made, not misleading;

                  (ii)     any failure by the Counterparty or any Counterparty
                           Guarantor to deliver any information, report,
                           certification, accountants' consent or other material
                           or to assign the Derivative Agreement when and as
                           required under Section 2; or

                  (iii)    any breach by the Counterparty or any Counterparty
                           Guarantor of a representation or warranty set forth
                           in Section 3(a) and made as of a date prior to the
                           Closing Date, to the extent that such breach is not
                           cured by the Closing Date, or any breach by the
                           Counterparty or any Counterparty Guarantor of a
                           representation or warranty pursuant to Section 3 to
                           the extent made as of a date subsequent to the
                           Closing Date.

                  In the case of any failure or such Counterparty Guarantor of
                  performance described in clause (a)(ii) of this Section, the
                  Counterparty shall promptly reimburse the related Depositor
                  and each Person responsible for the preparation, execution or
                  filing of any report required to be filed with the Commission
                  with respect to such SPV, or for execution of a certification
                  pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
                  Exchange Act with respect to the SPV, for all costs reasonably
                  incurred by each such party in order to obtain the
                  information, report,

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                  certification, accountants' consent or other material not
                  delivered as required by the Counterparty.

         (b)      (i)      Any failure by the Counterparty or any Counterparty
                           Guarantor to deliver any information, report,
                           accountants' consent or other material when and in
                           any case only as required under Section 2 or any
                           breach by the Counterparty or any Counterparty
                           Guarantor of a representation or warranty set forth
                           in Section 3 and made as of a date prior to the
                           Closing Date, to the extent that such breach is not
                           cured by the Closing Date (or in the case of
                           information needed for purposes of printing the
                           Prospectus Supplement, the date of printing of the
                           Prospectus Supplement), shall, except as provided in
                           clause (ii) of this paragraph, immediately and
                           automatically, without notice or grace period,
                           constitute an Additional Termination Event (as
                           defined in the Master Agreement) with the
                           Counterparty as the sole Affected Party (as defined
                           in the Master Agreement) under the Derivative
                           Agreement. Following such termination, a termination
                           payment (if any) shall be payable by the applicable
                           party as determined by the application of Section
                           6(e)(ii) of the Master Agreement, with Market
                           Quotation and Second Method being the applicable
                           method for determining the termination payment
                           (notwithstanding anything in the Derivative Agreement
                           to the contrary).

                  (ii)     If the Counterparty or any Counterparty Guarantor has
                           failed to deliver any information, report, or
                           accountants' consent when and as required under
                           Section 2, which continues unremedied for the lesser
                           of ten calendar days after the date on which such
                           information, report, or accountants' consent was
                           required to be delivered or such period in which the
                           applicable Exchange Act Report for which such
                           information is required can be timely filed (without
                           taking into account any extensions permitted to be
                           filed), or if the Counterparty has provided Company
                           Information any breach by the Counterparty or any
                           Counterparty Guarantor of a representation or
                           warranty pursuant to Section 3 to the extent made as
                           of a date subsequent to such closing date, and the
                           Counterparty has not, at its own cost, within the
                           period in which the applicable Exchange Act Report
                           for which such information is required can be timely
                           filed caused another entity (which meets any
                           applicable ratings threshold in the Derivative
                           Agreement) to replace the Counterparty as party to
                           the Derivative Agreement that (i) has signed an
                           agreement with IndyMac Bank and the Depositors
                           substantially in the form of this Agreement, (ii) has
                           agreed to deliver any information, report,
                           certification or accountants' consent when and as
                           required under Section 2 hereof and (iii) is approved
                           by the Depositor (which approval shall not be
                           unreasonably withheld) and any rating agency, if
                           applicable, on terms substantially similar to the
                           Derivative Agreement, then an Additional Termination
                           Event (as defined in the Master Agreement) shall have
                           occurred with the Counterparty as the sole Affected
                           Party. In the event that an Early Termination Date is
                           designated in connection with such Additional
                           Termination Event, a

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                           termination payment (if any) shall be payable by the
                           applicable party as of the Early Termination Date as
                           determined by the application of Section 6(e)(ii) of
                           the Master Agreement, with Market Quotation and
                           Second Method being the applicable method for
                           determining the termination payment (notwithstanding
                           anything in the Derivative Agreement to the
                           contrary).

                  (iii)    In the event that the Counterparty or the SPV has
                           found a replacement entity in accordance with Section
                           4(b)(ii), the Counterparty shall promptly reimburse
                           the SPV for all reasonable incidental expenses
                           incurred by the SPV, as such are incurred, in
                           connection with the termination of the Counterparty
                           as counterparty and the entry into a new Derivative
                           Agreement. The provisions of this paragraph shall not
                           limit whatever rights the SPV may have under other
                           provisions of this Agreement or otherwise, whether in
                           equity or at law, such as an action for damages,
                           specific performance or injunctive relief.

Section 5.        Miscellaneous.

         (a)      Company Financial Information. Notwithstanding anything to the
                  contrary contained herein, if Regulation AB is amended, or the
                  Commission has issued interpretive guidance uniformly
                  applicable to registrants of Asset-Backed Securities allowing
                  the presentation of the financial information required by Item
                  1115 of Regulation AB with respect to an affiliate of the
                  Counterparty rather than the Counterparty and any affiliated
                  entities providing derivatives to the SPV, "Company Financial
                  Information" shall be deemed to refer to the financial
                  information of such permitted entity provided the Counterparty
                  has received written confirmation from IndyMac Bank that no
                  amendment to this Agreement is necessary. The parties shall
                  reasonably cooperate with respect to any amendments to this
                  Agreement to reflect such amendment or interpretation.

         (b)      Construction. Throughout this Agreement, as the context
                  requires, (a) the singular tense and number includes the
                  plural, and the plural tense and number includes the singular;
                  (b) the past tense includes the present, and the present tense
                  includes the past; and (c) references to parties, sections,
                  schedules, and exhibits mean the parties, sections, schedules,
                  and exhibits of and to this Agreement. The section headings in
                  this Agreement are inserted only as a matter of convenience,
                  and in no way define, limit, extend, or interpret the scope of
                  this Agreement or of any particular section.

         (c)      Assignment. None of the parties may assign their rights under
                  this Agreement without the prior written consent of the other
                  parties. Subject to the foregoing, this Agreement shall be
                  binding on and inure to the benefit of the parties and their
                  respective successors and permitted assigns.

         (d)      No Third-Party Benefits Except as Specified. None of the
                  provisions of this Agreement are intended to benefit, or to be
                  enforceable by, any third-party

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                  beneficiaries except the related SPV and any trustee of an SPV
                  or any Administrator.

         (e)      Governing Law. This Agreement shall be governed by and
                  construed in accordance with the internal laws of the State of
                  New York without regard to the conflict of laws principles
                  thereof.

         (f)      Amendment and Waiver. This Agreement may not be modified or
                  amended except by an instrument in writing signed by the
                  parties hereto. No waiver of any provision of this Agreement
                  or of any rights or obligations of any party under this
                  Agreement shall be effective unless in writing and signed by
                  the party or parties waiving compliance, and shall be
                  effective only in the specific instance and for the specific
                  purpose stated in that writing.

         (g)      Counterparts. This Agreement may be executed in one or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument.

         (h)      Additional Documents. Each party hereto agrees to execute any
                  and all further documents and writings and to perform such
                  other actions which may be or become reasonably necessary or
                  expedient to effectuate and carry out this Agreement.

         (i)      Severability. Any provision hereof which is prohibited or
                  unenforceable shall be ineffective only to the extent of such
                  prohibition or unenforceability without invalidating the
                  remaining provisions hereof.

         (j)      Integration. This Agreement contains the entire understanding
                  of the parties with respect to the subject matter hereof.
                  There are no restrictions, agreements, promises,
                  representations, warranties, covenants or undertakings with
                  respect to the subject matter hereof other than those
                  expressly set forth or referred to herein. This Agreement
                  supersedes all prior agreements and understandings between the
                  parties with respect to its subject matter.

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         IN WITNESS WHEREOF, the parties hereto have caused their names to be
signed hereto by their respective officers thereunto duly authorized as of the
day and year first above written.

                                            INDYMAC MBS, INC.

                                            By: /s/ Jill Jacobson
                                               ---------------------
                                               Name:  Jill Jacobson
                                               Title: Vice President


                                            INDYMAC ABS, INC.

                                            By: /s/ Jill Jacobson
                                               ---------------------
                                               Name:  Jill Jacobson
                                               Title: Vice President

                                            INDYMAC BANK, F.S.B.

                                            By: /s/ Jill Jacobson
                                               ---------------------
                                               Name:  Jill Jacobson
                                               Title: Vice President


                                            DEUTSCHE BANK AG, NEW YORK BRANCH

                                            By: /s/ Kathleen Yohe
                                               ---------------------
                                               Name:  Kathleen Yohe
                                               Title: Vice President


                                            By: /s/ Matthew Riba
                                               ---------------------
                                               Name:  Matthew Riba
                                               Title: Legal Counsel

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