Exhibit 99.2


IndyMac Bank Company logo here


Management's Assertion on Compliance
with the Specified Minimum Servicing Standards Set Forth
in the Uniform Single Attestation Program for Mortgage Bankers

Report of Management

We, as members of management of IndyMac Bank, F.S.B. (the Bank), are
responsible for complying with the servicing standards identified in the
attached Exhibit A (the "specified minimum servicing standards") as set forth
in the Mortgage Bankers Association of America's Uniform Single Attestation
Program for Mortgage Bankers (USAP).  We are also responsible for establishing
and maintaining effective internal control over compliance with these
specified minimum servicing standards.  We have performed an evaluation of
the Bank's compliance with the specified minimum servicing standards as of
December 31, 2004 and for the year then ended.  Based on this evaluation, we
assert that during the year ended December 31, 2004, the Bank complied, in
all material respects, with the specified minimum servicing standards.

As of December 31, 2004, and for the year then ended, the Bank had in effect
a fidelity bond in the amount of $50,000,000 and an errors and omissions
policy in the amount of $20,000,000.




/s/  Michael W. Perry
     Michael W. Perry
     Chairman and
     Chief Executive Officer


/s/ Tony Ebers
    Tony Ebers
    Executive Vice President
    Home Loan Servicing

/s/ Scott Keys
    Scott keys
    Executive Vice President and
    Chief Financial Officer


/s/ Jeff Lankey
    Jeff Lankey
    Senior Vice President and
    Chief Accounting Officer




February 23, 2005


155 North Lake Avenue
Pasadena, California 91101
Telephone:  626.535.5555
www.indymacbank.com

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Report on Management's Assertion on Compliance
with the Specified Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers

Report of Independent Registered Public Accounting Firm


Board of Directors and Shareholder
IndyMac Bank, F.S.B.

We have examined management's assertion, included in the accompanying
report titled Report of Management, that IndyMac Bank, F.S.B. (the Bank)
complied with the servicing standards identified in Exhibit A (the
"specified minimum servicing standards") to the Report of Management as
set forth in the Mortgage Bankers Association of America's Uniform Single
Attestation Program for Mortgage Bankers (USAP) during the year ended
December 31, 2004.  Management is responsible for the Bank's compliance
with these specified minimum servicing standards.  Our responsibility is
to express an opinion on management's assertion about the Bank's compliance
based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about the Bank's compliance
with the specified minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances.  We believe that
our examination provides a reasonable basis for our opinion.  Our examination
does not provide a legal determination on the Bank's compliance with the
specified minimum servicing standards.

In our opinion, management's assertion that the Bank complied with the
aforementioned specified minimum servicing standards during the year ended
December 31, 2004, is fairly stated, in all material respects.




							/s/ ERNST & YOUNG LLP

Los Angeles, California
February 23, 2005



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Exhibit A

Specified Minimum Servicing Standards

I. Custodial Bank Accounts

1. Reconciliations shall be prepared on a monthly basis for all custodial
      bank accounts and related bank clearing accounts.  These reconciliations
      shall:

a. be mathematically accurate;

b. be prepared within forty-five (45) calendar days after the cutoff date.
The cutoff date is the date as of which a bank account is reconciled every
month.  It may, or may not, coincide with a prescribed investor reporting
date but shall be consistent from period to period;

c. be reviewed and approved by someone other than the person who prepared
the reconciliation; and

d. document explanations for reconciling items.  These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.

2. Funds of the servicing entity shall be advanced in cases where there is
an overdraft in an investor's or a mortgagor's account.

3.  Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.

4.  Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II. Mortgage Payments

1. Mortgage payments shall be deposited into the custodial bank accounts
and related bank clearing accounts within two (2) business days of receipt.

2.  Mortgage payments made in accordance with the mortgagor's loan documents
shall be posted to the applicable mortgagor records within two (2) business
days of receipt.

3. Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagor's loan
documents.

4.  Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagor's loan documents.

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Exhibit A

Specified Minimum Servicing Standards (continued)

III.	Disbursements

1. Disbursements made via wire transfer on behalf of a mortgagor or
investor shall be made only by authorized personnel.

2. Disbursements made on behalf of a mortgagor or investor shall be posted
within two (2) business days to the mortgagor's or investor's records
maintained by the servicing entity.

3.  Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and
insurance premium notices, respectively, provided that such support has
been received by the servicing entity at least thirty (30) calendar days
prior to these dates.

4.  Any late payment penalties paid in conjunction with the payment of any
tax bill or insurance premium notice shall be paid from the servicing
entity's funds and not charged to the mortgagor, unless the late payment
was due to the mortgagor's error or omission.

5.  Amounts remitted to investors per the servicer's investor reports
shall agree with cancelled checks, or other form of payment, or custodial
bank statements.

6.  Unissued checks shall be safeguarded so as to prevent unauthorized
access.

IV.	Investor Accounting and Reporting

1.  The servicing entity's investor reports shall agree with, or reconcile
to, investors' records on a monthly basis as to the total unpaid
principal balance and number of loans serviced by the servicing
entity.

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Exhibit A

Specified Minimum Servicing Standards (continued)

V. Mortgagor Loan Accounting

1.  The servicing entity's mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.

2.  Adjustments on adjustable rate mortgage (ARM) loans shall be computed
based on the related mortgage note and any ARM rider.

3.  Escrow accounts shall be analyzed, in accordance with the mortgagor's
loan documents, on at least an annual basis.

4.  Interest on escrow accounts shall be paid, or credited, to mortgagors
in accordance with the applicable state laws.

VI. Delinquencies

1.  Records documenting collection efforts shall be maintained during the
period a loan is in default and shall be undated at least monthly.  Such
records shall describe the entity's activities in monitoring delinquent
loans including, for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed temporary
(i.e., illness or unemployment).

VII. Insurance Policies

1.  A fidelity bond and errors and omissions policy shall be in effect
on the servicing entity throughout the reporting period in the amount
of coverage represented to investors in management's assertion.