EXHIBIT 4.3





FINANCIAL GUARANTY

INSURANCE POLICY


	
 

	
 

	
 


	
OBLIGOR:

	
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, 

  Series 2007-H1

	
Policy No.:
  51821-N








	
 

	
 

	
 


	
OBLIGATIONS:

	
$650,071,000 Home Equity Mortgage Loan Asset-Backed 

  Notes, Series 2007-H1

	
Date of Issuance:
  3/23/07






          FINANCIAL
SECURITY ASSURANCE INC. (“Financial Security”), for consideration received,
hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to each Holder, subject only
to the terms of this Policy (which includes each endorsement hereto), the full
and complete payment by the Obligor of Scheduled Payments of principal of, and
interest on, the Obligations.


          For
the further protection of each Holder, Financial Security irrevocably and
unconditionally guarantees:


	
 

	
 


	
 

	
    (a)
  payment of the amount of any distribution of principal of, or interest on,
  the Obligations made during the Term of this Policy to such Holder that is
  subsequently avoided in whole or in part as a preference payment under
  applicable law (such payment to be made by Financial Security in accordance
  with Endorsement No. 1 hereto).


	
 

	
 


	
 

	
    (b)
  payment of any amount required to be paid under this Policy by Financial
  Security following Financial Security’s receipt of notice as described in
  Endorsement No. 1 hereto.





          Financial
Security shall be subrogated to the rights of each Holder to receive payments
under the Obligations to the extent of any payment by Financial Security
hereunder.


          Except
to the extent expressly modified by an endorsement hereto, the following terms
shall have the meanings specified for all purposes of this Policy. “Holder”
means the registered owner of any Obligation as indicated on the registration
books maintained by or on behalf of the Obligor for such purpose or, if the Obligation
is in bearer form, the holder of the Obligation. “Scheduled Payments” means
payments which are scheduled to be made during the Term of this Policy in
accordance with the original terms of the Obligations when issued and without
regard to any amendment or modification of such Obligations thereafter;
payments which become due on an accelerated basis as a result of (a) a default
by the Obligor, (b) an election by the Obligor to pay principal on an
accelerated basis or (c) any other cause, shall not constitute “Scheduled
Payments” unless Financial Security shall elect, in its sole discretion, to pay
such principal due upon such acceleration together with any accrued interest to
the date of acceleration. “Term of this Policy” shall have the meaning set forth
in Endorsement No. 1 hereto.


          This
Policy sets forth in full the undertaking of Financial Security, and shall not
be modified, altered or affected by any other agreement or instrument,
including any modification or amendment thereto, or by the merger,
consolidation or dissolution of the Obligor. Except to the extent expressly
modified by an endorsement hereto, the premiums paid in respect of this Policy
are nonrefundable for any reason whatsoever, including payment, or provision
being made for payment, of the Obligations prior to maturity. This Policy may
not be cancelled or revoked during the Term of this Policy. THIS POLICY IS NOT
COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE
76 OF THE NEW YORK INSURANCE LAW.


          In
witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this Policy to be
executed on its behalf by its Authorized Officer.


	
 

	
 

	
 


	
 

	
FINANCIAL SECURITY ASSURANCE INC.


	
 

	
 


	
 

	
By 

	
  /s/ M. Douglas Watson, Jr.


	
 

	
 

	



	
 

	
 

	
Authorized
  Officer








	
 

	
 


	
A subsidiary of Financial Security Assurance Holdings Ltd.

	
 


	
31 West 52nd Street, New York, N.Y. 10019

	
(212) 826-0100


	
Form 100NY (5/89)

	
 



























ENDORSEMENT
NO. 1

TO FINANCIAL GUARANTY INSURANCE POLICY


	
 

	
 


	
FINANCIAL SECURITY

	
31 West 52nd Street


	
ASSURANCE INC.

	
New York, New York
  10019








	
 

	
 


	
Obligor:

	
IndyMac Home Equity Mortgage Loan Asset-Backed
  Trust, Series 2007-H1, established pursuant to the Trust Agreement dated as
  of March 12, 2007, among IndyMac ABS, Inc., as Depositor, and Wilmington
  Trust Company, as Owner Trustee, as amended and restated by that certain
  Amended and Restated Trust Agreement dated as of March 23, 2007, among
  IndyMac ABS, Inc., as Depositor, Wilmington Trust Company, as Owner Trustee
  and Deutsche Bank National Trust Company, as Administrator.


	
 

	
 


	
Obligations:

	
$650,071,000 Home Equity Mortgage Loan Asset-Backed
  Notes, Series 2007-H1


	
 

	
 


	
Policy No.:

	
51821-N





Date of Issuance: March 23, 2007


                    1. Definitions.
For all purposes of this Policy, the terms specified below shall have the
meanings or constructions provided below. Capitalized terms used herein and not
otherwise defined herein shall have the meanings provided in the Indenture and
the Sale and Servicing Agreement, as applicable, unless the context shall
otherwise require.


                    “Business
Day” means any day other than (a) a Saturday or Sunday or (b) a day on
which banking institutions in the States of New York or California or the city
in which the Corporate Trust Office or the office of the Insurer is located, are authorized or obligated by law, executive
order or government decree to be closed.


                    “Holder”
or “Noteholder” shall have the meaning set forth in the Indenture; provided,
however, that Holder or Noteholder shall not include the Obligor or any
affiliates or successors thereof in the event that the Obligor or any such
affiliate or successor is a registered or beneficial owner of the Obligation.


                    “Indenture”
means the Indenture dated as of March 23, 2007, pertaining to the Obligations,
by and between the Obligor, as Issuer, and Deutsche Bank National Trust
Company, as Indenture Trustee, as the same may be amended, modified or
supplemented from time to time with the consent of Financial Security.


                    “Indenture
Trustee” means Deutsche Bank National Trust Company, a national banking
association, in its capacity as Indenture Trustee under the Sale and Servicing
Agreement and the Indenture, and any successor in such capacity.


                    “Policy”
means this Financial Guaranty Insurance Policy and includes each endorsement
thereto.


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Policy No. 51821-N

	
Date of Issuance: March
  23, 2007  





                    “Receipt”
and “Received” mean actual delivery to Financial Security and to the
Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York City
time, on a Business Day; delivery either on a day that is not a Business Day,
or after 12:00 noon, New York City time, shall be deemed to be receipt on the
next succeeding Business Day. If any notice or certificate given hereunder by
the Indenture Trustee is not in proper form or is not properly completed,
executed or delivered, or contains any misstatement, it shall be deemed not to
have been Received, and Financial Security or its Fiscal Agent shall promptly
so advise the Indenture Trustee and the Indenture Trustee may submit an amended
notice.


                    “Sale
and Servicing Agreement” means the Sale and Servicing Agreement dated as of
March 14, 2007, among the Obligor, as Issuer, IndyMac ABS, Inc., as Depositor,
IndyMac Bank F.S.B., as Seller and Servicer, and the Indenture Trustee, as
amended from time to time with the consent of Financial Security.


                    “Scheduled
Payments” means, without duplication, the payment to be made to Holders in
an aggregate amount equal to (i) accrued and unpaid interest for the related
Interest Accrual Period at the Note Rate due on the Obligations calculated in
accordance with the original terms of the Obligations, the Sale and Servicing
Agreement and the Indenture, (ii) for the Payment Date occurring in July 2037,
the amount needed to pay the outstanding Note Principal Amount, and (iii) for
any other Payment Date, the amount of the excess, if any, of the Note Principal
Amount (in the case of clauses (ii) and (iii) above, after giving effect to all
allocations and payments of principal to be made on the Obligations on the Payment
Date, but without giving effect to payments under this Policy to be made on
such Payment Date) over the Invested Amount for such Payment Date, in each case
in accordance with the original terms of the Obligations when issued and
without regard to any amendment or modification of the Obligations, the
Indenture or the Sale and Servicing Agreement except amendments or
modifications to which Financial Security has given its prior written consent.
Financial Security may consent to any amendment of or modification to the
Indenture as permitted by the Indenture; provided, however, that no such amendment or modification shall, without the
consent of the Holder, change the entitlement of the Holder to payment under
this Policy of any unpaid principal of the Obligations due at final maturity or
due on any scheduled principal amortization date, or any unpaid interest
thereon due on any interest payment date. Scheduled Payments will not include,
nor shall coverage be provided under this Policy in respect of, any interest
shortfalls due to the application of the Relief Act, any prepayment interest
shortfalls, any Deferred Interest or any amount required to increase the
Overcollateralization Amount to the Specified Overcollateralization Amount,
that may be incurred or that may be distributable to the Obligations. Scheduled
Payments shall not include payments that become due on an accelerated basis as
a result of a default by the Obligor, an election by the Obligor to pay
principal on an accelerated basis, the occurrence of an Event of Default under
the Indenture or any other cause, unless Financial Security elects, in its sole
discretion, to pay in whole or in part such principal due upon acceleration,
together with any accrued interest to the date of acceleration. In the event
Financial Security does not so elect, this Policy will continue to guarantee
payment on the Obligations in
accordance with their original terms. Scheduled Payments shall not include any amounts due in respect of the Obligations attributable
to any increase in interest
rate, penalty or other sum payable by the Obligor by reason of any Default or
Event of Default in respect of the Obligations, or by reason of any deterioration of the creditworthiness of the
Obligor, nor shall Scheduled Payments include, nor shall coverage be provided
under this Policy in respect of, any 


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Policy No. 51821-N

	
Date of Issuance: March
  23, 2007  





taxes, withholding or other
charge imposed by any governmental authority due in connection with the payment
of any Scheduled Payment to a Holder.


                    “Term
Of This Policy” means the period from and including the Date of Issuance to
and including the latest to occur of the date on which (i) the Note Principal
Amount of the Obligations has been reduced to zero after giving effect to all
payments, (ii) any period during which any Scheduled Payment could have been
avoided in whole or in part as a preference payment under applicable
bankruptcy, insolvency, receivership or similar law has expired, and (iii) if
any proceedings requisite to avoidance as a preference payment have been
commenced prior to the occurrence of (i) and (ii), a final and nonappealable
order in resolution of each such proceeding has been entered.


                    2. Notices
and Conditions to Payment in Respect of Scheduled Payments. Following
Receipt by Financial Security of a notice and certificate from the Indenture
Trustee in the form attached as Exhibit A to this Endorsement, Financial
Security will pay any amount payable hereunder in respect of Scheduled Payments
on the Obligations out of the funds of Financial Security on the later to occur
of (a) 12:00 noon, New York City time, on the second Business Day following
such Receipt; and (b) 12:00 noon, New York City time, on the Payment Date to which
such claim relates. Payments due hereunder in respect of Scheduled Payments
will be disbursed to the Indenture Trustee by wire transfer of immediately
available funds.


                    Financial
Security shall be entitled to pay any amount hereunder in respect of Scheduled
Payments on the Obligations, including any amount due on the Obligations on an
accelerated basis, whether or not any notice and certificate shall have been
Received by Financial Security as provided above; provided, however,
that by acceptance of this Policy the Indenture Trustee agrees to provide to
Financial Security upon Financial Security’s request to the Indenture Trustee,
a notice and certificate in respect of any such payments made by Financial
Security. Financial Security shall be entitled to pay hereunder any amount that
becomes due on the Notes on an accelerated basis at any time or from time to
time after such amount becomes due, in whole or in part, prior to the scheduled
date of payment thereof; Scheduled Payments insured hereunder shall not include
interest, in respect of principal paid hereunder on an accelerated basis,
accruing from and after the date of such payment of principal. Financial
Security’s obligations hereunder in respect of Scheduled Payments shall be discharged
to the extent such amounts are paid by the Obligor in accordance with the
Indenture or disbursed by Financial Security as provided herein whether or not
such funds are properly applied by the Indenture Trustee except as otherwise
provided in paragraph 3 of this Endorsement.


                    3. Notices
and Conditions to Payment in Respect of Scheduled Payments Voided as Preference
Payments. If any Scheduled Payment is voided as a preference payment under
applicable bankruptcy, insolvency, receivership or similar law, Financial
Security will pay such amount out of the funds of Financial Security on the
later of (a) the date when due to be paid pursuant to the Order referred to
below or (b) the first to occur of (i) the fourth Business Day following Receipt
by Financial Security from the Indenture Trustee of (A) a certified copy of the
order of the court or other governmental body that exercised jurisdiction to
the effect that the Noteholder is required to return principal of or interest
paid on the Obligations during the Term Of This Policy because such payments
were voidable as preference payments under applicable bankruptcy law (the
“Order”), (B) a certificate of the Noteholder that the Order has 


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Policy No. 51821-N

	
Date of Issuance: March
  23, 2007  





been entered and is not subject to any stay and (C) an
assignment duly executed and delivered by the Noteholder, in such form as is
reasonably required by Financial Security and provided to the Noteholder by
Financial Security, irrevocably assigning to Financial Security all rights and
claims of the Noteholder relating to or arising under the Obligations against
the estate of the Obligor or otherwise with respect to such preference payment,
or (ii) the date of Receipt by Financial Security from the Indenture Trustee of
the items referred to in clauses (A), (B) and (C) above if, at least four
Business Days prior to such date of Receipt, Financial Security shall have
Received written notice from the Indenture Trustee that such items were to be
delivered on such date and such date was specified in such notice. Such payment
shall be disbursed to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order and not to the Indenture Trustee or
any Noteholder directly (unless a Noteholder has previously paid such amount to
the receiver, conservator, debtor in-possession or trustee in bankruptcy named
in the Order, in which case such payment shall be disbursed to the Indenture
Trustee for distribution to such Noteholder upon proof of such payment
reasonably satisfactory to Financial Security). In connection with the
foregoing, Financial Security shall have the rights provided pursuant to
Section 5.07 of the Indenture, including, without limitation, the right to
direct all matters relating to any Preference Claim and subrogation to the
rights of the Indenture Trustee and each Holder of an Obligation in the conduct
of any proceeding with respect to a Preference Claim.


                    4. Governing
Law. This Policy shall be governed by and construed in accordance with the
laws of the State of New York, without giving effect to the conflict of laws
principles thereof.


                    5. Fiscal
Agent. At any time during the Term Of This Policy, Financial Security may
appoint a fiscal agent (the “Fiscal Agent”) for purposes of this Policy by
written notice to the Indenture Trustee at the notice address specified in the
Indenture specifying the name and notice address of the Fiscal Agent. From and
after the date of receipt of such notice by the Indenture Trustee, (i) copies
of all notices and documents required to be delivered to Financial Security
pursuant to this Policy shall be simultaneously delivered to the Fiscal Agent
and to Financial Security and shall not be deemed Received until Received by
both and (ii) all payments required to be made by Financial Security under this
Policy may be made directly by Financial Security or by the Fiscal Agent on
behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any
Noteholder for any acts of the Fiscal Agent or any failure of Financial
Security to deposit, or cause to be deposited, sufficient funds to make
payments due under this Policy.


                    6. Waiver
of Defenses. To the fullest extent permitted by applicable law, Financial
Security agrees not to assert, and hereby waives, for the benefit of each
Noteholder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether
acquired by subrogation, assignment or otherwise, to the extent that such
rights and defenses may be available to Financial Security to avoid payment of
its obligations under this Policy in accordance with the express provisions of
this Policy. Nothing in this paragraph shall be construed to limit or otherwise
impair Financial Security’s right to pursue recovery or claims (based on
contractual rights, securities law violations, fraud or other causes of action)
against any person or entity, or, except as provided in paragraph 3 of this
Endorsement, to require payment by Financial Security of any amounts that have
been previously paid or that are not otherwise due in accordance with the
express provisions of this 


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Policy No. 51821-N

	
Date of Issuance: March
  23, 2007  





Policy or the Obligations. Nothing in this Policy
shall be construed to require payment to the extent any force majeure event or
governmental act prevents Financial Security from performing its obligations
under this Policy, or such performance is otherwise rendered impossible, in
which event Financial Security agrees to (i) use commercially reasonable
efforts to perform its obligations under this Policy notwithstanding such force
majeure event, governmental act or impossibility of performance and (ii)
perform its obligations under this Policy promptly following cessation of such
force majeure event, governmental act or impossibility of performance.


                    7. Notices.
All notices to be given hereunder shall be in writing (except as otherwise
specifically provided herein) and shall be mailed by registered mail or
personally delivered or telecopied to Financial Security as follows:


	
 

	
 

	
 


	
 

	
Financial Security Assurance Inc.


	
 

	
31 West 52nd Street


	
 

	
New York, New York 10019


	
 

	
Attention: Managing Director — Transaction
  Oversight


	
 

	
Re:

	
$650,071,000 Home Equity Mortgage Loan Asset-Backed 

  Notes, Series 2007-H1

  Policy No. 51821-N


	
 

	
Telecopy No.: (212) 339-3518


	
 

	
Confirmation: (212) 826-0100





Financial Security may specify a different address or
addresses by writing mailed or delivered to the Indenture Trustee.


                    8. Priorities.
In the event that any term or provision of the face of this Policy is
inconsistent with the provisions of this Endorsement, the provisions of this
Endorsement shall take precedence and shall be binding.


                    9. Exclusions
From Insurance Guaranty Funds. This Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event Financial Security were to become insolvent, any
claims arising under this Policy are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 of Chapter
1 of Part 2 of Division 1 of the California Insurance Code.


                    10. Surrender
of Policy. The Indenture Trustee shall surrender this Policy to Financial
Security for cancellation upon expiration of the Term Of This Policy.


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Policy No. 51821-N

	
Date of Issuance: March
  23, 2007  





                    IN
WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this Endorsement
No. 1 to be executed by its Authorized Officer.


	
 

	
 

	
 


	
 

	
FINANCIAL SECURITY ASSURANCE INC.


	
 

	
 


	
 

	
By:

	
  /s/ M. Douglas Watson, Jr.


	
 

	
 

	



	
 

	
 

	
Authorized Officer





6






Exhibit A To Endorsement 1


NOTICE OF CLAIM
AND CERTIFICATE

(Letterhead of Indenture Trustee)


Financial Security Assurance Inc.

31 West 52nd Street

New York, New York 10019


	
 

	
 

	
 


	
 

	
Re:

	
INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED
  TRUST, SERIES 2007-H1





                    The
undersigned, a duly authorized officer of Deutsche Bank National Trust Company
(the “Indenture Trustee”), hereby certifies to Financial Security Assurance
Inc. (“Financial Security”), with reference to Financial Guaranty Insurance Policy No. 51821-N issued on March 23,
2007 (the “Policy”) issued by Financial Security in respect of the $650,071,000
Home Equity Mortgage Loan Asset-Backed Notes, Series 2007-H1 (the “Notes”) of
the above-referenced Trust, that:


                    (i) The
Indenture Trustee is the Indenture Trustee for the Noteholders under the Sale
and Servicing Agreement and under the Indenture. 


                    (ii) The
sum of all amounts on deposit (or scheduled to be on deposit) in the Collection
Account and available for distribution to the Noteholders pursuant to the
Indenture will be $_______________ (the “Shortfall”) less than the aggregate
amount of Scheduled Payments due on __________ ___, 20__.


                    (iii) The
Indenture Trustee is making a claim under the Policy for the Shortfall to be
applied to the payment of Scheduled Payments.


                    (iv) The
Indenture Trustee agrees that, following receipt of funds from Financial
Security, it shall (a) hold such amounts in trust and apply the same directly
to the payment of Scheduled Payments on the Obligations when due; (b) not apply
such funds for any other purpose; (c) not commingle such funds with other funds
held by the Indenture Trustee and (d) maintain an accurate record of such
payments with respect to each Obligation and the corresponding claim on the Policy
and proceeds thereof and, if the Obligation is required to be surrendered or
presented for such payment, shall stamp on each such Obligation the legend
“$[insert applicable amount] paid by Financial Security and the balance hereof
has been cancelled and reissued” and then shall deliver such Obligation to
Financial Security.


                    (v) The
Indenture Trustee, on behalf of the Noteholders, hereby assigns to Financial
Security (a) the rights of the Noteholders with respect to the Obligations to
the extent of any payments under the Policy and (b) any claims of and amounts
due to the Noteholders in respect of securities law, fraud or other claims
arising out of or relating to the offer and sale of the Obligations. The
foregoing assignments are in addition to, and not in limitation of, rights of
subrogation otherwise available to Financial Security in respect of such
payments. The Indenture Trustee shall take such action and deliver such
instruments as may be reasonably 






	
 

	
 


	
Policy No. 51821-N

	
 





requested or required by Financial Security to
effectuate the purpose or provisions of this clause (v).


                    (vi) The
Indenture Trustee, on its behalf and on behalf of the Noteholders, hereby
appoints Financial Security as agent and attorney-in-fact for the Indenture
Trustee and each such Noteholder in any legal proceeding with respect to the
Obligations. The Indenture Trustee hereby agrees that Financial Security may at
any time during the continuation of any proceeding by or against the Obligor
under the United States Bankruptcy Code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an “Insolvency
Proceeding”) direct all matters relating to such Insolvency Proceeding,
including, without limitation, (A) all matters relating to any claim in
connection with an Insolvency Proceeding seeking the avoidance as a
preferential transfer of any payment made with respect to the Obligations (a
“Preference Claim”), (B) the direction of any appeal of any order relating to
any Preference Claim, at the expense of Financial Security but subject to
reimbursement as provided in the Insurance Agreement, and (C) the posting of
any surety, supersedeas, or performance bond pending any such appeal. In
addition, Indenture Trustee hereby agrees that Financial Security shall be
subrogated to, and the Indenture Trustee on its behalf and on behalf of each
Noteholder hereby delegates and assigns, to the fullest extent permitted by
law, the rights of the Indenture Trustee and each Noteholder in the conduct of
any Insolvency Proceeding, including, without limitation, all rights of any
party to an adversary proceeding or action with respect to any court order
issued in connection with any such Insolvency Proceeding.


                    (vii) Payment
should be made by wire transfer directed to the Policy Payments Account.


                            Unless
the context otherwise requires, capitalized terms used in this Notice of Claim
and Certificate and not defined herein shall have the meanings provided in the
Policy.


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Policy No. 51821-N

	
 





                    IN
WITNESS WHEREOF, the Indenture Trustee has executed and delivered this Notice
of Claim and Certificate as of the ______ day of ____________, ____.


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK NATIONAL TRUST 

  COMPANY, not in its individual capacity but

  solely as Indenture Trustee


	
 

	
 


	
 

	
By:

	
 


	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 


	


	


	







For [_________________] Use Only


Wire transfer sent on ______________ by
________________


Confirmation Number ___________________


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