Indymac Residential Mortgage-Backed Trust, Series 2005-L1 Sample Contracts

POOLING AND SERVICING AGREEMENT
Pooling and Servicing Agreement • June 29th, 2005 • Indymac Residential Mortgage-Backed Trust, Series 2005-L1 • Asset-backed securities • New York

This Pooling and Servicing Agreement is dated as of June 1, 2005 (the “Agreement”), among INDYMAC ABS, INC., as depositor (the “Depositor”), INDYMAC BANK, F.S.B., as seller and master servicer (the “Seller” and “Master Servicer”) and DEUTSCHE BANK NATIONAL TRUST COMPANY., as trustee (the “Trustee”).

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SUBSEQUENT TRANSFER INSTRUMENT
Subsequent Transfer Instrument • July 13th, 2005 • Indymac Residential Mortgage-Backed Trust, Series 2005-L1 • Asset-backed securities • New York

Pursuant to this Subsequent Transfer Instrument, dated June 28, 2005 (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 June 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, the Seller as master servicer (in such capacity, the “Master Servicer”) and the Trustee as trustee of the IndyMac Residential Mortgage-Backed Trust, Series 2005-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, of the Mortgage Loans listed on the attached Schedule of Subsequent Mortgage Loans (the “Subsequent Mortgage Loans”).

Contract
Indymac Residential Mortgage-Backed Trust, Series 2005-L1 • July 13th, 2005 • Asset-backed securities

The depositor purchased mortgage loans from IndyMac Bank, F.S.B. (“IndyMac Bank “ or the “seller”) pursuant to a mortgage loan purchase agreement, dated June 14, 2005, between the depositor and the seller. Pursuant to a pooling and servicing agreement, dated as of June 1, 2005, among IndyMac Bank, as seller and master servicer, the depositor and the trustee, the depositor assigned such mortgage loans to the trustee for the benefit of holders of the certificates (the “Closing Date Mortgage Loans”). Pursuant to the subsequent transfer instrument, the trust acquired subsequent mortgage loans to be included in the mortgage pool subject to the conditions set forth in the prospectus supplement. The Closing Date Mortgage Loans and subsequent mortgage loans included in the trust are referred to as the “mortgage loans”. The Closing Date Mortgage Loans had an aggregate principal balance as of June 1, 2005 (the “cut-off date”) of approximately $249,999,084. Each mortgage loan will be secured by a

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