EXHIBIT 10.5


ADMINISTRATION AGREEMENT


between


INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, 

SERIES 2007-H1,

as Issuer


DEUTSCHE BANK NATIONAL TRUST COMPANY,

as Administrator


WILMINGTON TRUST COMPANY,

as Owner Trustee


and


INDYMAC ABS, INC.,

as Depositor


Dated as of March 23, 2007






          This
Administration Agreement (the “Agreement”) is entered into as of March
23, 2007, among INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES
2007-H1, a Delaware statutory trust (the “Issuer”), DEUTSCHE BANK NATIONAL TRUST
COMPANY, a national banking association, not in its individual capacity but
solely as administrator (the “Administrator”), WILMINGTON TRUST
COMPANY, not in its individual capacity but solely as owner trustee of the
Issuer (the “Owner Trustee”), and INDYMAC ABS, INC., as depositor (the
“Depositor”).


          Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Indenture, the Trust Agreement or the Sale and Servicing Agreement
(each as defined herein) and the rules of construction contained in the
Indenture shall apply hereto.


W I T N E S S E T H:


          WHEREAS,
the Issuer is a statutory trust under the Delaware Statutory Trust Act (12 Del.
C. § 3801 et seq.) governed pursuant to an Amended and Restated Trust Agreement
relating to the Issuer, dated as of March 23, 2007, between the Depositor, the
Owner Trustee and the Administrator (as amended, modified or supplemented from
time to time, the “Trust Agreement”);


          WHEREAS,
the Issuer will issue under an indenture its HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, SERIES 2007-H1 ASSET-BACKED NOTES, SERIES 2007-H1 (the “Notes”)
and, under the Trust Agreement, the Class B, Class L and Class R Certificates
(the “Certificates”
and collectively with the Notes, the “Securities”);


          WHEREAS,
the Notes will be secured by certain collateral, as more particularly set forth
in the Indenture dated as of March 23, 2007 (as amended, modified or
supplemented from time to time, the “Indenture”), between the Issuer and
Deutsche Bank National Trust Company, as indenture trustee (in such capacity,
the “Indenture
Trustee”);


          WHEREAS,
the Certificates will be issued pursuant to the Trust Agreement and will
represent the undivided beneficial ownership interest in the Issuer;


          WHEREAS,
the Issuer has entered into certain agreements in connection with the issuance
of the Securities, including (i) a Sale and Servicing Agreement dated as of
March 14, 2007, between the Issuer, as issuer, the Depositor, IndyMac Bank,
F.S.B., as seller and as servicer (the “Servicer”), and the Indenture Trustee
(as amended, modified or supplemented from time to time, the “Sale and
Servicing Agreement”), (ii) the Letter of Representations dated
March 23, 2007, between the Issuer, the Indenture Trustee, the Administrator
and The Depository Trust Company relating to the Notes (the “Depository
Agreement”) and (iii) the Indenture (the Sale and Servicing
Agreement, the Depository Agreement, the Indenture and the Trust Agreement
being hereinafter referred to collectively as the “Related Agreements”);


          WHEREAS,
pursuant to the Related Agreements, the Issuer is required to perform certain
duties in connection with (a) the Notes and the collateral therefor pledged
pursuant to the Indenture (the “Collateral”) and (b) the undivided
beneficial ownership interest in the Issuer represented by the Certificates;






          WHEREAS,
the Issuer desires to have the Administrator and the Depositor, respectively,
perform certain of the duties of the Issuer referred to in the preceding
clause, and to provide such additional services consistent with the terms of
this Agreement and the Related Agreements as the Issuer or the Owner Trustee
may from time to time request; and


          WHEREAS,
the Administrator and the Depositor have the capacity to provide the respective
services required hereby and are willing to perform such services for the
Issuer or the Owner Trustee on the terms set forth herein.


          NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:


          Section
1. Duties of the Administrator.


          (a)
The Administrator agrees to perform all of the duties of the Issuer under the
Depository Agreement. In addition to its duties performed under the Depository
Agreement, the Administrator shall take all appropriate action that is the duty
of the Issuer to take with respect to the following matters under the Trust
Agreement, the Sale and Servicing Agreement and the Indenture (section
references in parentheses are to sections of the Indenture):


	
 

	
 


	
 

	
          (i)
  causing the Note Registrar to keep the Note Register, appointing a successor
  upon the resignation of the Note Registrar, causing the Note Register to be
  kept if the Issuer assumes the duties of Note Registrar, and giving the
  Indenture Trustee and the Insurer notice of any appointment of a new Note
  Registrar and the location, or change in location, of the Note Register
  (Section 2.04);


	
 

	
 


	
 

	
          (ii)
  execution of Definitive Notes in accordance with the instructions of any
  Clearing Agency, the duty to attempt to locate a qualified successor to the
  Clearing Agency, if necessary, and the preparation of written notice to the
  Indenture Trustee of termination of the book-entry system through the
  Clearing Agency (Section 2.12);


	
 

	
 


	
 

	
          (iii)
  causing the Note Registrar to maintain an office for registration of transfer
  or exchange of Notes (Section 3.02);


	
 

	
 


	
 

	
          (iv)
  preparing Issuer Orders required to appoint any Paying Agent, preparing
  written notices thereof to the Indenture Trustee and the Insurer and causing
  newly appointed Paying Agents, if any, to execute and deliver to the
  Indenture Trustee and the Insurer the instruments specified in the Indenture
  regarding funds held in trust (Section 3.03);


	
 

	
 


	
 

	
          (v)
  preparing Issuer Orders required to direct the Paying Agent to pay to the
  Indenture Trustee all sums held in trust by the Paying Agent (Section 3.03);


	
 

	
 


	
 

	
          (vi)
  calculating accrual of original issue discount, the accrual of market
  discount, and the amortization of premium on the Notes and calculating the
  resulting withholding taxes (Section 3.03(v));





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          (vii)
  executing all supplements, amendments, financing statements, continuation
  statements, instruments of further assurance and other instruments prepared
  by the Depositor and delivered to the Administrator for execution necessary
  to protect the Collateral (Section 3.05);


	
 

	
 


	
 

	
          (viii)
  upon written notice or actual knowledge thereof, delivering notice to the
  Indenture Trustee, the Insurer (so long as the Notes are outstanding or any
  Reimbursement Amounts remain due and owing to the Insurer), and each Rating
  Agency of each Rapid Amortization Event or Event of Servicer Termination
  under the Sale and Servicing Agreement and each default by the Servicer or
  the Depositor, as applicable, under the Sale and Servicing Agreement (Section
  3.15);


	
 

	
 


	
 

	
          (ix)
  upon the request of the Indenture Trustee, executing and delivering such
  further instruments and doing such further acts as may be reasonably
  necessary or proper to carry out more effectively the purpose of the
  Indenture (Section 3.16);


	
 

	
 


	
 

	
          (x)
  delivering to each Rating Agency a notice of satisfaction and discharge of
  the Indenture (Section 4.01);


	
 

	
 


	
 

	
          (xi)
  furnishing the Indenture Trustee with the names and addresses of Holders of
  Notes during any period when the Indenture Trustee is not the Note Registrar
  (Section 7.01);


	
 

	
 


	
 

	
          (xii)
  permitting the inspection of the Issuer’s books to the extent such books are
  maintained by the Administrator (Section 11.18); and


	
 

	
 


	
 

	
          (xiii)
  any other duties expressly required to be performed by the Administrator
  under the Indenture or the Trust Agreement.





          (b)
The Administrator shall perform, or cause to be performed on behalf of the
Issuer, any duties expressly required to be performed by it under the Trust
Agreement, including its duties as the Certificate Paying Agent and the
Certificate Registrar.


          (c)
The Administrator shall perform the duties of the Indenture Trustee specified
in Section 5.05 of the Sale and Servicing Agreement required to be performed in
connection with the Payment Account.


          (d)
The Administrator shall (i) prepare all necessary UCC-3 financing statements
for the purpose of continuing or amending the UCC-1 financing statements
relating to IndyMac Bank, F.S.B. (“IndyMac”), the Depositor and the
Issuer, each naming the appropriate party as debtor and the appropriate party
as secured party, as are required and for as long as this Agreement and the
Indenture remain outstanding, (ii) submit any such UCC-3 financing statements
to the proper parties for execution and (iii) file such UCC-3 financing
statements in a timely manner.


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          (e)
In carrying out the foregoing duties or any of its other obligations under this
Agreement, the Administrator may enter into transactions with or otherwise deal
with any of its Affiliates; provided, however, that the terms of any
such transactions or dealings shall be in accordance with any directions
received from the Issuer and shall be, in the Administrator’s opinion, no less
favorable to the Issuer than would be available from unaffiliated parties.


          In
carrying out the foregoing duties, the Administrator shall be subject to the
same standard of care and have the same rights, indemnifications and immunities
as the Indenture Trustee under the Indenture, including, without limitation,
the right to compensation, reimbursement and indemnification.


          The
Administrator, in its capacity as the Certificate Registrar, and upon a request
received from the Owner Trustee, shall promptly notify the Certificateholders
of (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any
amendment to the Trust Agreement requiring notice be given to the
Certificateholders and (iii) any other notice required to be given to the
Certificateholders by the Owner Trustee under the Trust Agreement.


          Section
2. Duties of the Depositor With Respect to the Indenture. 


          (a)
The Depositor shall take all appropriate action that is the duty of the Issuer
to take with respect to the following matters under the Sale and Servicing
Agreement and the Indenture (section references in parentheses are to sections
of the Indenture):


	
 

	
 


	
 

	
          (i)
  consulting with the Owner Trustee regarding the duties of the Issuer under
  the Sale and Servicing Agreement and the Indenture, and monitoring the
  performance of the Issuer and notifying the Owner Trustee when action is
  necessary to comply with the Issuer’s duties under the Sale and Servicing
  Agreement and the Indenture;


	
 

	
 


	
 

	
          (ii)
  causing the preparation of the Notes for execution by the Owner Trustee upon
  their issuance and upon the registration of any transfer or exchange of the
  Notes (Sections 2.02, 2.04 and 2.05);


	
 

	
 


	
 

	
          (iii)
  causing the preparation of an Issuer Order and related documents for
  authentication of the Notes, executing such Issuer Order on behalf of the
  Issuer and causing delivery of the same to the Indenture Trustee (Section
  2.02);


	
 

	
 


	
 

	
          (iv)
  obtaining and preserving the Issuer’s qualification to do business in each
  jurisdiction in which such qualification is or shall be necessary to protect
  the validity and enforceability of the Indenture, the Notes, the Collateral
  and each other instrument and agreement included in the Trust Estate (Section
  3.04).


	
 

	
 


	
 

	
          (v)
  causing the preparation of any financing statements, continuation statements,
  instruments of further assurance and other instruments necessary to protect
  the Collateral (Section 3.05);


	
 

	
 


	
 

	
          (vi)
  the monitoring of the Issuer’s compliance with its negative covenants
  (Sections 3.08, 3.10. 3.11. 3.12, 3.13 and 3.14);





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          (vii)
  preparing the annual Officer’s Certificate (and executing the same on behalf
  of the Issuer) regarding the Issuer’s compliance with the terms Indenture
  (Section 3.09);


	
 

	
 


	
 

	
          (viii)
  delivering notice to the Indenture Trustee, the Insurer (so long as the Notes
  are outstanding or any Reimbursement Amounts remain due and owing to the
  Insurer), and each Rating Agency of each Rapid Amortization Event and/or
  Event of Servicing Termination (Section 3.15);


	
 

	
 


	
 

	
          (ix)
  causing the preparation of an Officer’s Certificate (and executing the same
  on behalf of the Issuer) and the obtaining of the Opinion of Counsel with
  respect to any request by the Issuer to the Indenture Trustee to take any
  action under the Indenture (Sections 4.01 and 11.01);


	
 

	
 


	
 

	
          (x)
  removing the Indenture Trustee for cause, appointing a successor Indenture
  Trustee, if necessary obtaining the approval thereof by the Insurer and, if
  necessary, petitioning a court of competent jurisdiction for the appointment
  of a successor Indenture Trustee (Section 6.08);


	
 

	
 


	
 

	
          (xi)
  filing with the Indenture Trustee and the Commission and providing a copy to
  the Insurer any additional information, documents and reports and supplying
  the Indenture Trustee summaries of such additional information, documents and
  reports (Section 7.03);


	
 

	
 


	
 

	
          (xii)
  notifying the Indenture Trustee if and when the Notes are listed on any
  securities exchange (Section 7.04);


	
 

	
 


	
 

	
          (xiii)
  causing the preparation of an Issuer Request and Officer’s Certificate (and
  executing the same on behalf of the Issuer) and the obtaining of an Opinion
  of Counsel, if necessary, for the release of the Collateral, as defined in
  the Indenture (Section 8.04);


	
 

	
 


	
 

	
          (xiv)
  causing the preparation of Issuer Orders (and executing the same on behalf of
  the Issuer) and the obtaining of Opinions of Counsel with respect to the
  execution of supplemental indentures and, if necessary, the mailing to the
  Noteholders of notices with respect to their consent to such supplemental
  indentures (Sections 9.01, 9.02, 9.03 and 9.07);


	
 

	
 


	
 

	
          (xv)
  causing the preparation of Issuer Orders (and accounting the same on behalf
  of the Issuer) and obtaining Opinions of Counsel with respect to requests for
  action by Indenture Trustee (Section 11.01); and


	
 

	
 


	
 

	
          (xvi)
  effecting a recording of the Indenture and obtaining an Opinion of Counsel
  (Section 11.15).





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          (b)
The Depositor will indemnify the Owner Trustee and the Administrator, and their
respective agents for, and hold them harmless against, any losses, liability or
expense incurred without gross negligence or bad faith on their part, arising
out of or in connection with the acceptance or administration of the
transactions contemplated by the Trust Agreement or this Agreement, including
the reasonable costs and expenses of defending themselves against any claim or liability
in connection with the exercise or performance of any of their powers or duties
under the Trust Agreement or this Agreement.


          (c)
In addition to the duties of the Depositor set forth above, the Depositor shall
prepare for execution by the Issuer or shall cause the preparation by other
appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Related Agreements, and at the request of the
Owner Trustee shall take all appropriate action that it is the duty of the
Issuer to take pursuant to the Related Agreements. Subject to Section 5, and in
accordance with the directions of the Owner Trustee, the Depositor shall
administer, perform or supervise the performance of such other activities in
connection with the Collateral (including the Related Agreements) as are not
covered by any of the foregoing provisions and as are expressly requested by
the Owner Trustee and are reasonably within the capability of the Depositor.


          Section
3. Records. The Administrator shall maintain appropriate books of
account and records relating to services performed hereunder, which books of
account and records shall be accessible for inspection by the Issuer, the
Insurer (so long as the Notes are outstanding or any Reimbursement Amounts
remain due and owing to the Insurer and no Insurer Default has occurred and is
continuing) and the Depositor at any time during normal business hours.


          Section
4. Compensation. The Administrator will perform the duties and provide
the services called for under Section 1 above for such compensation as shall be
agreed upon between the Administrator and the Depositor, which amounts shall be
paid by the Depositor. The fees of the attorneys delivering any Opinion of
Counsel, and any other amounts of out-of-pocket expenses reasonably incurred by
the Administrator pursuant to this Agreement shall be paid by the Depositor,
which, by its execution hereof, agree to pay such reasonable fees and expenses
to the Administrator.


          Section
5. Additional Information to be Furnished to the Issuer. The Depositor
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.


          Section
6. Independence of the Administrator. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not
be subject to the supervision of the Issuer or the Owner Trustee with respect
to the manner in which it accomplishes the performance of its obligations
hereunder. Unless expressly authorized by the Issuer, the Administrator shall
have no authority to act for or represent the Issuer or the Owner Trustee in
any way and shall not otherwise be deemed an agent of the Issuer or the Owner
Trustee.


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          Section
7. No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator or the Depositor, respectively, and either of the
Issuer or the Owner Trustee, as members of any partnership, joint venture,
association, syndicate, unincorporated business or other separate entity, (ii)
shall be construed to impose any liability as such on any of them or (iii)
shall be deemed to confer on any of them any express, implied or apparent
authority to incur any obligation or liability on behalf of the others. 


          Section
8. Other Activities of Administrator and the Depositor. Nothing herein
shall prevent the Administrator, the Depositor or their respective Affiliates
from engaging in other businesses or, in its sole discretion, from acting in a
similar capacity for any other person or entity even though such person or
entity may engage in business activities similar to those of the Issuer or the
Owner Trustee. 


          Section
9. Term of Agreement; Resignation and Removal of Administrator. 


          (a)
This Agreement shall continue in force until the termination of the Trust
Agreement in accordance with its terms, upon which event this Agreement shall
automatically terminate. 


          (b)
Subject to Sections 9(e) and 9(f), the Administrator may resign its duties
hereunder by providing the Issuer with at least 60 days’ prior written notice. 


          (c)
Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days’ prior
written notice. 


          (d)
Subject to Sections 9(e) and 9(f), the Issuer may remove the Administrator
immediately upon written notice of termination from the Issuer to the
Administrator if any of the following events shall occur: 


	
 

	
 


	
 

	
          (i)
  the Administrator shall default in the performance of any of its duties under
  this Agreement and, after notice of such default, shall not cure such default
  within ten days (or, if such default cannot be cured in such time, shall not
  give within ten days such assurance of cure as shall be reasonably
  satisfactory to the Issuer); or 


	
 

	
 


	
 

	
          (ii)
  a court having jurisdiction in the premises shall (x) enter a decree or order
  for relief, which decree or order shall not have been vacated within 60 days,
  in respect of the Administrator in any involuntary case under any applicable
  bankruptcy, insolvency or other similar law now or hereafter in effect, or
  (y) appoint a receiver, liquidator, assignee, custodian, trustee,
  sequestrator or similar official for the Administrator or any substantial
  part of its property, or (z) order the winding-up or liquidation of the
  Administrator’s affairs; or 





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          (iii)
  the Administrator shall commence a voluntary case under any applicable bankruptcy,
  insolvency or other similar law now or hereafter in effect, shall consent to
  the entry of an order for relief in an involuntary case under any such law,
  or shall consent to the appointment of a receiver, liquidator, assignee,
  trustee, custodian, sequestrator or similar official for the Administrator or
  any substantial part of its property, shall consent to the taking of
  possession by any such official of any substantial part of its property,
  shall make any general assignment for the benefit of creditors or shall fail
  generally to pay its debts as they become due. 





          The
Administrator agrees that if any of the events specified in clauses (ii) or
(iii) of this Section 9(d) shall occur, it shall give written notice thereof to
the Issuer and the Indenture Trustee within seven days after the occurrence of
such event. 


          (e)
No resignation or removal of the Administrator pursuant to this Section shall
be effective until (i) a successor Administrator shall have been appointed by
the Owner Trustee in accordance with the Trust Agreement and (ii) such
successor Administrator shall have agreed in writing to be bound by the terms
of this Agreement in the same manner as the Administrator is bound hereunder. 


          If
a successor Administrator does not take office within 60 days after the
retiring Administrator resigns or is removed, the resigning or removed
Administrator or the Issuer may petition any court of competent jurisdiction
for the appointment of a successor Administrator. 


          (f)
The appointment of any successor Administrator shall be effective only after
receipt of a letter from each Rating Agency to the effect that such proposed
appointment will not cause a reduction or withdrawal of the then current
ratings of the Notes without taking into account the Policy. 


          (g)
The Administrator acknowledges that upon the appointment of a successor
Indenture Trustee pursuant to Section 6.08 of the Indenture, the Administrator
shall immediately resign and such successor Indenture Trustee shall
automatically become the Administrator under this Agreement. Any such successor
Indenture Trustee shall be required to agree to assume the duties of the
Administrator under the terms and conditions of this Agreement in its
acceptance of appointment as successor Indenture Trustee. 


          Section
10. Action upon Termination, Resignation or Removal of the Administrator.
Promptly upon the effective date of termination of this Agreement or the
resignation or removal of the Administrator pursuant to Section 9, the
Administrator shall be entitled to be paid and shall be paid by the Depositor
all fees and reimbursable expenses, including any reasonable out-of-pocket
attorneys’ fees, accruing to it to the date of such termination, resignation or
removal. The Administrator shall forthwith upon such termination pursuant to
Section 9 deliver to the successor Administrator all property and documents of
or relating to the Collateral then in the custody of the Administrator, or if
this Agreement has been terminated, to the Depositor. In the event of the
resignation or removal of the Administrator pursuant to Section 9, the
Administrator shall cooperate with the Issuer and take all reasonable steps
requested to assist the Issuer in making an orderly transfer of the duties of
the Administrator. 


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          Section
11. Notices. Any notice, report or other communication given hereunder
shall be in writing, delivered by mail, overnight courier or facsimile and
addressed as follows: 


	
 

	
 

	
 


	
 

	
(a)

	
if to the
  Issuer, to:


	
 

	
 

	
 


	
 

	
 

	
IndyMac Home
  Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1


	
 

	
 

	
c/o
  Wilmington Trust Company


	
 

	
 

	
1100 North
  Market Street


	
 

	
 

	
Wilmington,
  Delaware 19890-0001


	
 

	
 

	
Telephone:
  302-651-1000


	
 

	
 

	
Facsimile:
  302-636-4140


	
 

	
 

	
 


	
 

	
(b)

	
if to the
  Administrator, to:


	
 

	
 

	
 


	
 

	
 

	
Deutsche
  Bank National Trust Company


	
 

	
 

	
1761 East
  St. Andrew Place


	
 

	
 

	
Santa Ana,
  California 92705


	
 

	
 

	
Attention:
  Trust Administration IN07H1


	
 

	
 

	
Telephone:
  (800) 735-7777


	
 

	
 

	
Facsimile:
  (714) 656-2622


	
 

	
 

	
 


	
 

	
(c)

	
if to the
  Owner Trustee, to:


	
 

	
 

	
 


	
 

	
 

	
Wilmington
  Trust Company


	
 

	
 

	
1100 North
  Market Street


	
 

	
 

	
Wilmington,
  Delaware 19890-0001


	
 

	
 

	
Telephone:
  302-651-1000


	
 

	
 

	
Facsimile:
  302-636-4140


	
 

	
 

	
 


	
 

	
(d)

	
if to the
  Depositor, to:


	
 

	
 

	
 


	
 

	
 

	
IndyMac ABS,
  Inc.


	
 

	
 

	
3465 East
  Foothill Boulevard


	
 

	
 

	
Pasadena, California
  91107


	
 

	
 

	
Attention:
  Secondary Marketing - Transaction Management





or to such
other address as any party shall have provided to the other parties in writing.
Any notice required to be in writing hereunder shall be deemed given if such
notice is mailed by certified mail, postage prepaid, hand delivered or faxed to
the address of such party as provided above. 


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          Section
12. Amendments. 


          (a)
This Agreement may be amended from time to time by the parties hereto, without
notice to or the consent of any of the Holders of the Notes or the Certificates
but with the consent of the Insurer (so long as the Notes are outstanding or
any Reimbursement Amounts remain due and owing to the Insurer and no Insurer
Default has occurred and is continuing), (i) to cure any ambiguity, (ii) to
cause the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Securities, the Issuer
or this Agreement in any Offering Document, or to correct or supplement any
provision herein which may be inconsistent with any other provisions herein,
(iii) to make any other provisions with respect to matters or questions arising
under this Agreement or (iv) to add, delete, or amend any provisions to the
extent necessary or desirable to comply with any requirements imposed by the
Code. No such amendment effected pursuant to clause (iii) of the preceding
sentence shall, as evidenced by an Opinion of Counsel (which shall be an
expense of the party requesting such amendment and shall not be an expense of
the Trust), adversely affect the tax status of the REMICs created by the Trust
Agreement, nor shall such amendment adversely affect in any material respect
the interests of any Holder or adversely affect the Insurer without the consent
of the Insurer. Prior to entering into any amendment without the consent of
Holders pursuant to this paragraph, the Administrator may require an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect
that such amendment is permitted under this paragraph. Any such amendment shall
be deemed not to adversely affect in any material respect any Holder and the
opinion to such effect will not be required to be given, if the Administrator
receives written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to reduce the then current rating assigned to the
Notes without taking into account the Policy. 


          (b)
This Agreement may also be amended from time to time by the parties hereto with
the consent of the Holders of not less than 66-2/3% of the Note Principal
Amount of the Notes, the Insurer (so long as the Notes are Outstanding) and of
the Holders of the Certificates for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders; provided, however, that no such amendment
may (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on the Collateral or payments or
distributions, as applicable, that shall be required to be made for the benefit
of the Noteholders or the Certificateholders or the Insurer or (ii) reduce the
aforesaid percentage of the Principal Amount of the Notes required to consent
to any such amendment, in the case of clause (i) without the consent of the
Holders of all the outstanding Notes and the Certificates, the Insurer (so long
as the Notes are outstanding or any Reimbursement Amounts remain due and owing
to the Insurer) and in the case of clause (ii) without the consent of the
Holders of all the outstanding Notes. For purposes of this paragraph,
references to “Holder” or “Holders” shall be deemed to include, in
the case of Book-Entry Notes, the related Note Owners. 


          (c)
Promptly after the execution of any such amendment, the Administrator shall
furnish a copy of such amendment to each Holder, the Depositor and to each
Rating Agency. 


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          (d)
It shall not be necessary for the consent of Holders under this Section 12 to
approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Holders shall be subject to such reasonable regulations as the
Administrator may prescribe. 


          (e)
The Owner Trustee may, but shall not be obligated to, enter into any amendment
which affects the Owner Trustee’s own rights, duties or immunities under this
Agreement or otherwise. 


          Section
13. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Owner Trustee, the Insurer (so long as the Notes are outstanding or any
Reimbursement Amounts remain due and owing to the Insurer and no Insurer
Default has occurred and is continuing) and the Depositor, and the Rating
Agency Condition in respect thereof has been satisfied. An assignment with such
consent and satisfaction, if accepted by the assignee, shall bind the assignee
hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the Administrator
without the consent of the Owner Trustee or the Depositor to a corporation or
other organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided
that such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Depositor an agreement in which such corporation or other
organization agrees to be bound hereunder by the terms of said assignment in
the same manner as the Administrator is bound hereunder. Subject to the foregoing,
this Agreement shall bind any successors or assigns of the parties hereto. 


          Section
14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 


          Section
15. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement. 


          Section
16. Counterparts. This Agreement may be executed in counterparts, each
of which when so executed shall together constitute one and the same agreement.



          Section
17. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other
jurisdiction. 


11






          Section
18. Not Applicable to Deutsche Bank National Trust Company in Other
Capacities. Nothing in this Agreement shall affect any obligation Deutsche
Bank National Trust Company may have in any other capacity. 


          Section
19. Limitation of Liability of Owner Trustee. Notwithstanding anything
contained herein to the contrary, this Agreement has been countersigned by
Wilmington Trust Company not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust
Company in its individual capacity or any beneficial owner of the Issuer have
any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder, as to all of which recourse shall be
had solely to the assets of the Issuer. For all purposes of this Agreement, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement. 


          Section
20. Limitation of Liability of the Administrator; Indemnification.
Notwithstanding anything herein to the contrary, this Agreement has been
countersigned by Deutsche Bank National Trust Company not in its individual
capacity but solely in its capacity as Administrator and in no event shall the
Administrator in its individual capacity have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder, as to all of which recourse shall be had solely to the assets
of the Issuer. The Depositor hereby agrees to indemnify the Administrator, the
Certificate Paying Agent and the Certificate Registrar against any and all
loss, liability or expense (including attorney’s fees) incurred by any of them
in connection with the performance of their respective duties under the Related
Agreements. The Administrator, the Certificate Paying Agent and the Certificate
Registrar and shall notify each of the Issuer and the Depositor promptly of any
claim for which it may seek indemnity. Failure by any such party to so notify
the Depositor shall not relieve the Depositor of its obligations hereunder. The
Depositor shall defend any such claim, and the Administrator and the
Certificate Paying Agent may have separate counsel and the Depositor shall pay
the fees and expenses of such counsel. The Depositor need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Administrator, the Certificate Paying Agent or the Certificate Registrar to the
extent attributable to any such party’s own willful misconduct, negligence or
bad faith. 


          Each
of such parties shall be third-party beneficiaries of this Section 20 and shall
be entitled to rely upon and to directly enforce this Section. The payment and
indemnification obligations of the Depositor under the Related Agreements shall
survive the resignation or removal of either of such parties and the
termination of this Agreement and the Related Agreements. 


          Section
21. Benefit of Agreement. It is expressly agreed that in performing its
duties under this Agreement, the Administrator will act for the benefit of
Holders of the Securities as well as for the benefit of the Insurer and the
Issuer, and that such obligations on the part of the Administrator shall be
enforceable at the instance of the Indenture Trustee, the Insurer and the
Issuer. 


12






          Section
22. Bankruptcy Matters. No party to this Agreement shall take any action
to cause the Depositor or the Issuer to dissolve in whole or in part or file a
voluntary petition or otherwise initiate proceedings to have the Depositor or
the Issuer adjudicated bankrupt or insolvent, or consent to the institution of
bankruptcy or insolvency proceedings against the Depositor or the Issuer, or
file a petition seeking or consenting to reorganization or relief of the
Depositor or the Issuer as debtor under any applicable federal or state law
relating to bankruptcy, insolvency, or other relief for debtors with respect to
the Depositor or the Issuer; or seek or consent to the appointment of any
trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator
(or other similar official) of the Depositor or the Issuer or of all or any
substantial part of the properties and assets of the Depositor or the Issuer,
or cause the Issuer to make any general assignment for the benefit of creditors
of the Depositor or the Issuer, or take any action in furtherance of any of the
above actions. 


[SIGNATURE PAGES FOLLOW]


13






          IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.


	
 

	
 

	
 

	
 


	
 

	
INDYMAC HOME EQUITY MORTGAGE LOAN

  ASSET-BACKED TRUST, SERIES 2007-H1


	
 

	
 


	
 

	
By:

	
 

	
WILMINGTON
  TRUST COMPANY,

  not in its individual capacity

  but solely as Owner Trustee


	
 

	
 

	
 

	
 


	
 

	
By:

	
  /s/
  Michele C. Harra


	
 

	
 

	



	
 

	
Name:

	
Michele C.
  Harra


	
 

	
Title:

	
Financial
  Services Officer


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity but solely as
  Administrator


	
 

	
 

	
 


	
 

	
By:

	
  /s/
  Amy Stoddard


	
 

	
 

	



	
 

	
Name:

	
Amy Stoddard


	
 

	
Title:

	
Authorized
  Signer


	
 

	
 

	
 


	
 

	
WILMINGTON TRUST COMPANY,
not in its individual capacity

  but solely as Owner Trustee


	
 

	
 

	
 


	
 

	
By:

	
  /s/
  Michele C. Harra


	
 

	
 

	



	
 

	
Name:

	
Michele C.
  Harra


	
 

	
Title:

	
Financial
  Services Officer


	
 

	
 

	
 


	
 

	
INDYMAC ABS, INC.,
as Depositor


	
 

	
 

	
 


	
 

	
By:

	
  /s/
  Jill Jacobson


	
 

	
 

	



	
 

	
Name:

	
Jill
  Jacobson


	
 

	
Title:

	
Vice
  President






	
 

	
 


	
S-1

	
IndyMac Home Equity Mortgage Loan

Asset-Backed Trust, Series 2007-H1

Administration Agreement