0000882377-07-001148 Sample Contracts

SUBSEQUENT TRANSFER INSTRUMENT
Pooling and Servicing Agreement • April 20th, 2007 • IndyMac Residential Mortgage-Backed Trust, Series 2007-L1 • Asset-backed securities • New York

Pursuant to this Subsequent Transfer Instrument, dated April 19, 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 March 1, 2007 (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 2007-L1, Residential Mortgage-Backed Certificates, Series 2007-L1, 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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Contract
IndyMac Residential Mortgage-Backed Trust, Series 2007-L1 • April 20th, 2007 • Asset-backed securities

IndyMac ABS, Inc. (the “Depositor”) has purchased mortgage loans from IndyMac Bank, F.S.B. (“IndyMac Bank”) pursuant to a pooling and servicing agreement, dated as of March 1, 2007, among IndyMac Bank, as seller and servicer, the Depositor and Deutsche Bank National Trust Company as the trustee (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”) included in the mortgage pool. The Mortgage Loans have an aggregate principal balance as of the subsequent cut-off date of approximately $109,988,864.

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