EXHIBIT 10.2 


MORTGAGE LOAN PURCHASE AGREEMENT


Between


INDYMAC BANK, F.S.B.,

Seller


and


INDYMAC ABS, INC.,

Purchaser


Dated as of March 23, 2007






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 

	
 


	
ARTICLE I      DEFINITIONS

	
1


	
 

	
 


	
 

	
Section
  1.01.

	
 

	
Definitions

	
1


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  II     SALE OF MORTGAGE LOANS BY SELLER; PAYMENT OF
  PURCHASE PRICE

	
1


	
 

	
 

	
 


	
 

	
Section
  2.01.

	
 

	
Sale of
  Mortgage Loans

	
1


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.02.

	
 

	
Obligations
  of Seller Upon Sale

	
2


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  2.03.

	
 

	
Payment of
  Purchase Price for the Mortgage Loans

	
4


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III
     REPRESENTATIONS AND WARRANTIES OF SELLER;
  REMEDIES FOR BREACH

	
5


	
 

	
 


	
 

	
Section
  3.01.

	
 

	
Seller
  Representations and Warranties Relating to the Mortgage Loans

	
5


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  3.02.

	
 

	
Seller
  Representations and Warranties – General

	
6


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  IV    SELLER’S COVENANTS

	
8


	
 

	
 


	
 

	
Section
  4.01.

	
 

	
Covenants of
  the Seller

	
8


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V     
  TERMINATION

	
8


	
 

	
 

	
 


	
 

	
Section
  5.01.

	
 

	
Termination

	
8


	
 

	
 

	
 

	
 

	
 


	
ARTICLE
  VI    MISCELLANEOUS PROVISIONS

	
9


	
 

	
 


	
 

	
Section
  6.01.

	
 

	
Amendment

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.02.

	
 

	
Governing
  Law

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.03.

	
 

	
Notices

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.04.

	
 

	
Severability
  of Provisions

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.05.

	
 

	
Counterparts

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.06.

	
 

	
Further
  Agreements

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.07.

	
 

	
Intention of
  the Parties

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.08.

	
 

	
Successors
  and Assigns: Assignment of Agreement

	
10


	
 

	
 

	
 

	
 

	
 


	
 

	
Section
  6.09.

	
 

	
Survival

	
11


	
 

	
 

	
 

	
 

	
 


	
Schedule I
          Mortgage Loan Schedule

	
 





i






          MORTGAGE
LOAN PURCHASE AGREEMENT, dated as of March 23, 2007 (this ”Agreement”),
between IndyMac Bank, F.S.B. (the “Seller”) and IndyMac ABS, Inc. (the ”Purchaser”).


W I T N E S S E T H


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


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


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


          WHEREAS,
pursuant to the terms of a Sale and Servicing Agreement dated as of March 14,
2007 (the “Sale and Servicing Agreement”) among the Purchaser, as the
depositor, the Seller, as the seller and servicer, IndyMac Home Equity Mortgage
Loan Asset-Backed Trust, Series 2007-H1 (the “Trust”), and Deutsche Bank
National Trust Company, as the indenture trustee (the “Indenture Trustee”),
the Purchaser will convey the Mortgage Loans to the Trust and the Servicer will
service the Mortgage Loans owned by the Trust.


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


ARTICLE I

DEFINITIONS


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


ARTICLE II

SALE OF MORTGAGE LOANS BY SELLER; PAYMENT OF PURCHASE PRICE


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






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


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


	
 

	
 

	
 


	
 

	
(b) In
  connection with such transfer by the Seller, the Seller agrees to:


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (B)
  if such Mortgage Loan is not a MERS Mortgage Loan, the original Assignment of
  Mortgage from the Seller to “Deutsche Bank National Trust Company, as
  Indenture Trustee for IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
  Series 2007-H1”, which assignment shall be in form and substance acceptable
  for recording;


	
 

	
 

	
 


	
 

	
 

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





2







	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





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


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


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


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


3






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


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


          Section
2.03. Payment of Purchase Price for the Mortgage Loans. (a) In
consideration of the sale of the Mortgage Loans from the Seller to the
Purchaser on or before the Closing Date, the Purchaser agrees to pay to the
Seller on the Closing Date by transfer of immediately available funds, an
amount equal to $648,801,872.20. The Purchaser shall initially retain the Class
B Certificates, the Class L Certificates and the Class R Certificates and any
value attributable thereto shall be deemed a capital contribution by the Seller
to the Purchaser.


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


4






          (c)
The Seller, at its expense, shall within 90 days following its delivery of the
Mortgage Notes and the Related Documents submit to the appropriate recording
offices Assignments of Mortgage to the Indenture Trustee on behalf of the
Trust, which may be blanket assignments if permitted by applicable law, for the
Mortgage Loans, provided, however, in lieu of recording any such Assignments of
Mortgage, the Seller, at its expense, may provide to the Indenture Trustee and
the Insurer, an Opinion of Counsel in a form reasonably acceptable to the
Indenture Trustee and the Insurer, to the effect that recordation of an
Assignment of Mortgage in the state where the related Mortgaged Property is
located is not necessary to protect the interests of the Indenture Trustee or
the Noteholders in the related Mortgage. In the event that any such Assignment
of Mortgage is lost or returned unrecorded because of a defect therein, the
Seller, at its own expense, shall promptly prepare a substitute Assignment of
Mortgage or cure such defect, as the case may be, and thereafter the Seller
shall be required to submit each such Assignment of Mortgage for recording. Any
failure of the Seller to comply with this Section shall result in the
obligation of the Seller to repurchase or substitute an Eligible Substitute
Mortgage Loan for the related Mortgage Loan pursuant to the provisions of the
Sale and Servicing Agreement. Notwithstanding the foregoing, the Assignments of
Mortgage shall be submitted for recordation by the Indenture Trustee, at the
expense of the Seller, upon the occurrence of a Recordation Event pursuant to
Section 2.01(l) of the Sale and Servicing Agreement.


ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLER; REMEDIES FOR BREACH


          Section
3.01.  Seller Representations and
Warranties Relating to the Mortgage Loans. The Seller represents and
warrants to the Purchaser that with respect to the Mortgage Loans as of the
Closing Date, each of the representations and warranties contained in Section
2.04 of the Sale and Servicing Agreement, with the same force and effect as if
fully set forth herein, are true and correct as of the Closing Date.


          With
respect to the representations and warranties set forth in this Section 3.01
that are made to the best of the Seller’s knowledge or as to which the Seller
has no knowledge, if it is discovered by the Seller, the Servicer, the
Purchaser, the Insurer or a Responsible Officer of the Indenture Trustee,
pursuant to the Sale and Servicing Agreement, that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the value of the related Mortgage Loan or the interests of
the Purchaser, the Trust, the Noteholders, the Certificateholders or the
Insurer in the related Mortgage Loan, then, notwithstanding the Seller’s lack
of knowledge with respect to the substance of such representation and warranty
being inaccurate at the time the representation or warranty was made, such
inaccuracy shall be deemed a breach of the applicable representation or
warranty.


          With
respect to any breach of a representation or warranty set forth in this Section
3.01, the Seller shall cure, repurchase or substitute the related Mortgage Loan
in accordance with the Sale and Servicing Agreement.


          It
is understood and agreed that the representations and warranties set forth in
this Section 3.01 shall survive delivery of the respective Mortgage Files and
the sale and assignment of the Mortgage Loans as contemplated hereby and in the
Sale and Servicing Agreement.


5






          Section
3.02. Seller Representations and Warranties – General. The Seller hereby
represents and warrants to the Purchaser that as of the Closing Date or as of
such date specifically provided herein:


	
 

	
 


	
 

	
          (i)
  The Seller is a duly organized and validly existing federal savings bank, in
  good standing under the laws of the United States and has the power and authority
  to own its assets and to transact the business in which it is currently
  engaged. The Seller is duly qualified to do business and is in good standing
  in each jurisdiction in which the character of the business transacted by it
  or properties owned or leased by it requires such qualification and in which
  the failure to so qualify would have a material adverse effect on (a) its
  business, properties, assets or condition (financial or other), (b) the
  performance of its obligations under this Agreement, (c) the value or
  marketability of the Mortgage Loans, or (d) the ability to foreclose on the
  related Mortgaged Properties;


	
 

	
 


	
 

	
          (ii)
  The Seller has the power and authority to make, execute, deliver and perform
  its obligations under this Agreement and to consummate all of the
  transactions contemplated under this Agreement, and has taken all necessary
  action to authorize the execution, delivery and performance of this
  Agreement. When executed and delivered, this Agreement will constitute its
  legal, valid and binding obligation enforceable in accordance with its terms,
  except as enforcement of such terms may be limited by bankruptcy, insolvency,
  reorganization, receivership, moratorium or similar laws affecting the
  enforcement of creditors’ rights generally and by the availability of
  equitable remedies;


	
 

	
 


	
 

	
          (iii)
  The Seller holds all necessary licenses, certificates and permits from all
  governmental authorities necessary for conducting its business as it is
  presently conducted. It is not required to obtain the consent of any other
  party or any consent, license, approval or authorization from, or
  registration or declaration with, any governmental authority, bureau or
  agency in connection with the execution, delivery, performance, validity or
  enforceability of this Agreement, except for such consents, licenses,
  approvals or authorizations, or registrations or declarations, as the case
  may be, as shall have been obtained or filed, prior to the Closing Date;


	
 

	
 


	
 

	
          (iv)
  The execution, delivery and performance of this Agreement by it will not
  conflict with or result in a breach of, or constitute a default under, any
  provision of any existing law or regulation or any order or decree of any
  court applicable to the Seller or any of its properties or any provision of
  its Charter or Bylaws, or constitute a material breach of, or result in the
  creation or imposition of any lien, charge or encumbrance upon any of its
  properties pursuant to, any mortgage, indenture, contract or other agreement
  to which it is a party or by which it may be bound;


	
 

	
 


	
 

	
          (v)
  No certificate of an officer, statement furnished in writing or report
  delivered pursuant to the terms hereof by the Seller contains any untrue
  statement of a material fact or omits to state any material fact necessary to
  make the certificate, statement or report, as applicable, not misleading;





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          (vi)
  The transactions contemplated by this Agreement are in the ordinary course of
  the Seller’s business;


	
 

	
 


	
 

	
          (vii)
  The Seller is not insolvent, nor will the Seller be made insolvent by the
  transfer of the Mortgage Loans, nor is the Seller aware of any pending
  insolvency;


	
 

	
 


	
 

	
          (viii)
  The Seller is not in violation of, and the execution and delivery of this
  Agreement by it and its performance and compliance with the terms of this
  Agreement will not constitute a violation with respect to, any order or
  decree of any court or any order or regulation of any federal, state,
  municipal or governmental agency having jurisdiction over the Seller, which
  violation would materially and adversely affect the Seller’s condition
  (financial or otherwise) or operations or any of the Seller’s properties or
  materially and adversely affect the performance of any of its duties
  hereunder;


	
 

	
 


	
 

	
          (ix)
  There are no actions or proceedings against, or investigations of the Seller
  pending or, to its knowledge, threatened, before any court, administrative
  agency or other tribunal (a) that, if determined adversely, would prohibit
  the Seller from entering into this Agreement or the Sale and Servicing
  Agreement, (b) seeking to prevent the consummation of any of the transactions
  contemplated by this Agreement or (c) that, if determined adversely, would
  prohibit or materially and adversely affect the Seller’s performance of any
  of its respective obligations under, or the validity or enforceability of,
  this Agreement or the Sale and Servicing Agreement;


	
 

	
 


	
 

	
          (x)
  The Seller represents and warrants that it did not sell the Mortgage Loans to
  the Purchaser under this Agreement, with any intent to hinder, delay or
  defraud any of its creditors; and the Seller will not be rendered insolvent
  as a result of the sale of the Mortgage Loans to the Purchaser under this
  Agreement;


	
 

	
 


	
 

	
          (xi)
  The Seller acquired title to the Mortgage Loans in good faith, without notice
  of any adverse claim thereto;


	
 

	
 


	
 

	
          (xii)
  The transfer, assignment and conveyance of the Mortgage Notes and the
  Mortgages by the Seller pursuant to this Agreement are not subject to the
  bulk transfer laws or any similar statutory provisions in effect in any
  applicable jurisdiction;


	
 

	
 


	
 

	
          (xiii)
  So long as the Notes and the Certificates remain outstanding, this Agreement
  shall be treated as an official record of the Seller within the meaning of
  Section 13(e) of the Federal Deposit Insurance Act (12 U.S.C. Section
  1823(e));


	
 

	
 


	
 

	
          (xiv)
  It is the express intent of the Seller that the conveyance of the Mortgage
  Loans by the Seller to the Purchaser as contemplated by this Agreement be,
  and be treated for all purposes as, a sale by the Seller to the Purchaser of
  the Mortgage Loans. However, in the event that, notwithstanding the intent of
  the Seller, the Mortgage Loans or any part thereof are held to be property of
  the Seller, then this Agreement creates a valid and continuing security
  interest in the Mortgage Loans in favor of the Purchaser (or its designee),
  which security interest is prior to all other liens, and is enforceable as
  such against creditors of and purchasers from the Purchaser;





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          (xv)
  The Seller has caused or will have caused, within ten days of the Closing
  Date, the filing of all appropriate financing statements in the proper filing
  office in the appropriate jurisdictions under applicable law in order to
  perfect the security interest in the related Mortgage Loans granted to the
  Purchaser hereunder;


	
 

	
 


	
 

	
          (xvi)
  All financing statements filed or to be filed against the Seller in favor of
  the Purchaser in connection herewith describing the Mortgage Loans contain a
  statement to the following effect: “A purchase of or security interest in any
  collateral described in this financing statement will violate the rights of
  the Indenture Trustee;”


	
 

	
 


	
 

	
          (xvii)
  The Seller has taken all steps necessary to perfect its security interest
  against the Mortgagors in the Mortgaged Properties securing the related
  Mortgage Loans; and


	
 

	
 


	
 

	
          (xviii)
  The Seller has in its possession all original copies of documents that
  constitute the Mortgage Notes. Such Mortgage Notes do not have any marks or
  notations indicating that they have been pledged, assigned or otherwise
  conveyed to any Person other than the Purchaser pursuant to this Agreement
  and subsequently to the Indenture Trustee pursuant to the Sale and Servicing
  Agreement.





ARTICLE IV

SELLER’S COVENANTS


          Section
4.01.  Covenants of the Seller.
The Seller hereby covenants that except for the transfer hereunder, the Seller
will not sell, pledge, assign or transfer to any other Person, or grant,
create, incur, assume or suffer to exist any Lien on any Mortgage Loan, or any
interest therein; the Seller will notify the Purchaser, the Insurer and the
Indenture Trustee of the existence of any Lien on any Mortgage Loan immediately
upon discovery thereof; and the Seller will defend the right, title and
interest of the Trust and the Indenture Trustee in, to and under the Mortgage
Loans, against all claims of third parties claiming through or under the
Seller; provided, however, that nothing in this Section 4.01 shall prevent or
be deemed to prohibit the Seller from suffering to exist upon any of the
Mortgage Loans any Liens for municipal or other local taxes or other
governmental charges if such taxes or governmental charges shall not at the
time be due and payable or if the Seller shall currently be contesting the
validity thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto.


ARTICLE V

TERMINATION


          Section
5.01.  Termination. The
respective obligations and responsibilities of the Seller and the Purchaser
created hereby shall terminate upon the termination of the Sale and Servicing
Agreement pursuant to Article VIII thereof.


8






ARTICLE VI

MISCELLANEOUS PROVISIONS


          Section
6.01. Amendment. This Agreement may be amended from time to time by the
Seller and the Purchaser, 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) (which consent
shall not be unreasonably withheld), by written agreement signed by the Seller
and the Purchaser, with the consent of the Insurer (which consent shall not be
unreasonably withheld).


          Section
6.02. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW, OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


          Section
6.03. Notices. All demands, notices and communications hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by overnight mail, certified mail or registered mail,
postage prepaid, addressed as follows:


	
 

	
 

	
 

	
 


	
 

	
(a)

	
 

	
if to the
  Seller:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
IndyMac
  Bank, F.S.B.

  3465 East Foothill Boulevard

  Pasadena, California 91101

  Attn: Secondary Marketing – Transaction Management


	
 

	
 

	
 

	
 


	
or such
  other address as may hereafter be furnished to the Purchaser in writing by
  the Seller;


	
 

	
 

	
 

	
 


	
 

	
(b)

	
 

	
if to the
  Purchaser:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
IndyMac ABS,
  Inc.

  3465 East Foothill Boulevard

  Pasadena, California 91101

  Attn: Secondary Marketing – Transaction Management


	
 

	
 

	
 

	
 


	
or such
  other address as may hereafter be furnished to the Seller in writing by the
  Purchaser; and


	
 


	
 

	
(c)

	
 

	
if to the
  Insurer: at the address designated in the Insurance and Indemnity Agreement.





9






          Section
6.04. Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement.


          Section
6.05. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original and such
counterparts, together, shall constitute one and the same agreement.


          Section
6.06. Further Agreements. The Purchaser and the Seller each agree to
execute and deliver to the other such additional documents, instruments or
agreements as may be necessary or reasonable and appropriate to effectuate the
purposes of this Agreement or in connection with the issuance of any
Certificates or Notes secured by the Mortgage Loans.


          Section
6.07. Intention of the Parties. It is the intention of the parties that
the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans
rather than pledging the Mortgage Loans to secure a loan by the Purchaser to
the Seller. It is further the intention of the parties that the conveyance set
forth in Section 2.01 is a true sale and/or true contribution by the Seller to
the Purchaser that is absolute and irrevocable and that provides the Purchaser
with the full benefits of ownership of the Mortgage Loans. Accordingly, the
parties hereto each intend to treat the transaction for accounting purposes as
a sale by the Seller, and a purchase by the Purchaser, of the Mortgage Loans.
The Purchaser, or its designees, will have the right to review the Mortgage
Loans and the related Mortgage Files to determine the characteristics of the
Mortgage Loans which will affect the Federal income tax consequences of owning
the Mortgage Loans and the Seller will cooperate with all reasonable requests
made by the Purchaser in the course of such review. The Insurer shall be an intended
third party beneficiary hereunder.


          Section
6.08. Successors and Assigns: Assignment of Agreement. This Agreement
shall bind and inure to the benefit of and be enforceable by the Seller, the
Purchaser, the Insurer and the Indenture Trustee. The Indenture Trustee shall
be an express third-party beneficiary to Section 2.04. The obligations of the
Seller under this Agreement cannot be assigned or delegated to a third party
without the consent of the Purchaser and the Insurer, which consent shall be at
the Purchaser’s and the Insurer’s reasonable discretion, except that the
Purchaser acknowledges and agrees that the Seller may with the consent of the
Insurer assign its obligations hereunder to any Person into which the Seller is
merged or any corporation resulting from any merger, conversion or
consolidation to which the Seller is a party or any Person succeeding to the
business of the Seller. The parties hereto acknowledge that the Purchaser is
acquiring the Mortgage Loans for the purpose of contributing them to a trust
that will issue a series of notes and certificates representing interests in
such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage
Loans, the Seller acknowledges and consents to the assignment by the Purchaser
to the Indenture Trustee of all of the Purchaser’s rights against the Seller
pursuant to this Agreement insofar as such rights relate to Mortgage Loans
transferred to such Indenture Trustee and to the enforcement or exercise of any
right or remedy against the Seller pursuant to this Agreement by the Indenture
Trustee under the Sale and Servicing


10






Agreement.
Such enforcement of a right or remedy by the Indenture Trustee shall have the
same force and effect as if the right or remedy had been enforced or exercised
by the Purchaser directly.


          Section
6.09. Survival. The representations and warranties set forth in Sections
3.01 and 3.02 hereof shall survive the purchase of the Mortgage Loans
hereunder.


[signature pages follow]


11






          IN
WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be
signed to this Mortgage Loan Purchase Agreement by their respective officers
thereunto duly authorized as of the day and year first above written.


	
 

	
 

	
 


	
 

	
INDYMAC ABS, INC.,


	
 

	
as Purchaser


	
 

	
 


	
 

	
By: /s/ Jill
  Jacobson


	
 

	
 

	



	
 

	
Name: Jill
  Jacobson


	
 

	
Title:   Vice
  President


	
 

	
 


	
 

	
INDYMAC BANK, F.S.B.,


	
 

	
as Seller


	
 

	
 


	
 

	
By: /s/
  Andrew Sciandra


	
 

	
 

	



	
 

	
Name: Andrew
  Sciandra


	
 

	
Title:   Senior Vice President








	
 

	
 

	
 


	
 

	
S-1

	
IndyMac Home
  Equity Mortgage Loan


	
 

	
 

	
Asset-Backed
  Trust, Series 2007-H1


	
 

	
 

	
Mortgage Loan Purchase Agreement


	
 

	
 

	
between IndyMac Bank and IndyMac
  ABS











	
 

	
 

	
 


	
STATE OF
  CALIFORNIA

	
)

	
 


	
 

	
)

	
ss.:


	
COUNTY OF
  LOS ANGELES

	
)

	
 





          On
the 21st day of March, 2007, before me, a Notary Public in and for said State,
personally appeared Jill Jacobson, known to me to be a Vice President of
IndyMac ABS, Inc., the corporation that executed the within instrument, and
also known to me to be the person who executed such instrument on behalf of
such corporation, and acknowledged to me that such corporation executed the
within instrument.


          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.


	
 

	
 


	
 

	
/s/ Evan Fitzsimon


	
 

	



	
 

	
Notary
  Public








	
 

	
 

	
 


	
 

	
N-1

	
IndyMac Home
  Equity Mortgage Loan


	
 

	
 

	
Asset-Backed
  Trust, Series 2007-H1


	
 

	
 

	
Mortgage Loan Purchase Agreement


	
 

	
 

	
between IndyMac Bank and IndyMac
  ABS











	
 

	
 

	
 


	
STATE OF
  CALIFORNIA

	
)

	
 


	
 

	
)

	
ss.:


	
COUNTY OF
  LOS ANGELES

	
)

	
 





          On
the 21st day of March, 2007, before me, a Notary Public in and for said State,
personally appeared Andrew Sciandra, known to me to be a Senior Vice President
of IndyMac Bank, F.S.B., the federal savings bank that executed the within
instrument, and also known to me to be the person who executed such instrument
on behalf of such federal savings bank, and acknowledged to me that such
federal savings bank executed the within instrument.


          IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.


	
 

	
 


	
 

	
/s/ Evan Fitzsimon


	
 

	



	
 

	
Notary
  Public








	
 

	
 

	
 


	
 

	
N-2

	
IndyMac Home
  Equity Mortgage Loan


	
 

	
 

	
Asset-Backed
  Trust, Series 2007-H1


	
 

	
 

	
Mortgage Loan Purchase Agreement


	
 

	
 

	
between IndyMac Bank and IndyMac
  ABS










SCHEDULE I


MORTGAGE LOAN SCHEDULE


[ON FILE WITH INDENTURE TRUSTEE]


I-1