IndyMac Residential Mortgage-Backed Trust, Series 2006-L4 Sample Contracts

SUBSEQUENT TRANSFER INSTRUMENT SUBSEQUENT TRANSFER INSTRUMENT
Pooling and Servicing Agreement • January 26th, 2007 • IndyMac Residential Mortgage-Backed Trust, Series 2006-L4 • Asset-backed securities • New York

Pursuant to this Subsequent Transfer Instrument, dated January 24, 2007 (the “Instrument”), among IndyMac ABS, Inc. (the “Depositor”), IndyMac Bank, F.S.B. (the “Seller”) and Deutsche Bank National Trust Company (the “Trustee”), and pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2006 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, the Seller as Servicer (in such capacity, the “Servicer”) and the Trustee as trustee of the IndyMac Residential Mortgage-Backed Trust, Series 2006-L4, Residential Mortgage-Backed Certificates, Series 2006-L4, the Seller and Depositor agree to the sale by the Seller and the purchase by the Depositor, and the Depositor and Trustee agree to the sale by the Depositor and the purchase by the Trustee, on behalf of the Trust Fund, of the Mortgage Loans listed on the attached Schedule of Subsequent Mortgage Loans (the “Subsequent Mortgage Loans”).

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IndyMac ABS, Inc. IndyMac Residential Mortgage-Backed Trust, Series 2006-L4 IndyMac Residential Mortgage-Backed Certificates, Series 2006-L4 UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2007 • IndyMac Residential Mortgage-Backed Trust, Series 2006-L4 • Asset-backed securities • New York

IndyMac ABS, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), proposes to cause the formation of trusts (each, a “Trust”) from time to time and to offer for sale from time to time its Asset-Backed Securities evidencing interests in pools of certain contracts and mortgage loans (the “Securities”). The Securities may be issued in various series, and within each series, in one or more classes, in one or more offerings on terms determined at the time of sale (each such series, a “Series” and each such class, a “Class”). Each Trust may issue one or more Classes of a Series, each evidencing a fractional undivided interest in the related Trust, pursuant to a Pooling and Servicing Agreement (each, a “Pooling and Servicing Agreement”) to be dated as of the respective Cut-off Date among the Company, the seller and the servicer named therein (the “Seller” and the “Servicer,” as applicable) and the trustee named therein (the “Trustee”).

INDYMAC ABS, INC., Depositor INDYMAC BANK, F.S.B., Seller and Servicer And DEUTSCHE BANK NATIONAL TRUST COMPANY Trustee POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 1, 2006 INDYMAC RESIDENTIAL MORTGAGE-BACKED TRUST, SERIES 2006-L4 RESIDENTIAL...
Pooling and Servicing Agreement • February 1st, 2007 • IndyMac Residential Mortgage-Backed Trust, Series 2006-L4 • Asset-backed securities • New York

This Pooling and Servicing Agreement is dated as of December 1, 2006 (the “Agreement”), among INDYMAC ABS, INC., as depositor (the “Depositor”), INDYMAC BANK, F.S.B., as seller and servicer (the “Seller” and “Servicer”, as applicable) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the “Trustee”).

Contract
IndyMac Residential Mortgage-Backed Trust, Series 2006-L4 • January 26th, 2007 • Asset-backed securities

The depositor has purchased mortgage loans from IndyMac Bank, F.S.B. (“IndyMac Bank”) pursuant to a pooling and servicing agreement, dated as of December 1, 2006, among IndyMac Bank, as seller and servicer, the depositor and the trustee, and assigned to the trustee for the benefit of holders of the certificates the mortgage loans (the “Closing Date Mortgage Loans”). Pursuant to each subsequent transfer instrument, the trust acquired subsequent mortgage loans (the “Subsequent Mortgage Loans” and together with the Closing Date Mortgage Loans, the “Mortgage Loans”) to be included in the mortgage pool. The Mortgage Loans have an aggregate principal balance as of the subsequent cut-off date of approximately $159,997,433.

INDYMAC ABS, INC. INDYMAC RESIDENTIAL MORTGAGE-BACKED TRUST, SERIES 2006-L4 RESIDENTIAL MORTGAGE-BACKED CERTIFICATES, SERIES 2006-L4 AMENDMENT NO. 1 TO POOLING AND SERVICING AGREEMENT Dated as of March 23, 2007
Pooling and Servicing Agreement • March 26th, 2007 • IndyMac Residential Mortgage-Backed Trust, Series 2006-L4 • Asset-backed securities • New York

AMENDMENT No. 1 to Pooling and Servicing Agreement (the “Amendment”) effective as of March 23, 2007 (the “Effective Date”) among INDYMAC ABS, INC., as depositor (the “Depositor”), INDYMAC BANK, F.S.B., as seller and servicer (the “Seller” and “Servicer”, as applicable) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the “Trustee”).

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