Unassociated Document


    IndyMac
      ABS, Inc.

    Depositor
      

     

    IndyMac
      Bank, F.S.B.

    Seller
      and Servicer

     

    Deutsche
      Bank National Trust Company

    Trustee
      and Supplemental Interest Trust Trustee

     

    ____________________________________

     

    Pooling
      and Servicing Agreement

     

    Dated
      as
      of February 1, 2007

     

    _____________________________________

     

    Home
      Equity Mortgage Loan Asset-Backed Trust

     

    Series
      INDS 2007-1

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates

     

    Series
      INDS 2007-1

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    TABLE
      OF
      CONTENTS

    

      
        	
                 

                ARTICLE
                  I 

                DEFINITIONS

                 

              
	
                Section
                  1.01

              	
                Definitions.

              
	
                Section
                  1.02

              	
                Rules
                  of Construction.

              
	
                 

                ARTICLE
                  II 

                CONVEYANCE
                  OF MORTGAGE LOANS; REPRESENTATIONS
                  AND WARRANTIES

                 

              
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              
	
                Section
                  2.02

              	
                Acceptance
                  by the Trustee of the Mortgage Loans.

              
	
                Section
                  2.03

              	
                Representations,
                  Warranties, and Covenants of the Seller and the
                  Servicer.

              
	
                Section
                  2.04

              	
                Representations
                  and Warranties of the Depositor as to the Mortgage
                  Loans.

              
	
                Section
                  2.05

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions and
                  Repurchases.

              
	
                Section
                  2.06

              	
                Execution
                  and Delivery of Certificates.

              
	
                Section
                  2.07

              	
                [Reserved].

              
	
                Section
                  2.08

              	
                REMIC
                  Matters.

              
	
                Section
                  2.09

              	
                Covenants
                  of the Servicer.

              
	
                Section
                  2.10

              	
                Purposes
                  and Powers of the Trust

              
	
                 

                ARTICLE
                  III 

                ADMINISTRATION
                  AND SERVICING OF
                  MORTGAGE LOANS

                 

              
	
                Section
                  3.01

              	
                Servicer
                  to Service Mortgage Loans.

              
	
                Section
                  3.02

              	
                [Reserved].

              
	
                Section
                  3.03

              	
                [Reserved].

              
	
                Section
                  3.04

              	
                The
                  Pool Policy.

              
	
                Section
                  3.05

              	
                Trustee
                  to Act as Servicer.

              
	
                Section
                  3.06

              	
                Collection
                  of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  Excess Reserve Fund Account.

              
	
                Section
                  3.07

              	
                Collection
                  of Taxes, Assessments, and Similar Items Escrow
                  Accounts.

              
	
                Section
                  3.08

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              
	
                Section
                  3.09

              	
                Permitted
                  Withdrawals from the Certificate Account, the Distribution Account
                  and the
                  Excess Reserve Fund Account.

              
	
                Section
                  3.10

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              
	
                Section
                  3.11

              	
                Enforcement
                  of Due-On-Sale Clauses; Assumption Agreements.

              
	
                Section
                  3.12

              	
                Realization
                  Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                  Loans.

              
	
                Section
                  3.13

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              
	
                Section
                  3.14

              	
                Documents,
                  Records, and Funds in Possession of the Servicer to be Held for
                  the
                  Trustee.

              
	
                Section
                  3.15

              	
                Servicing
                  Compensation.

              
	
                Section
                  3.16

              	
                Access
                  to Certain Documentation.

              
	
                Section
                  3.17

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  3.18

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  3.19

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

              
	
                Section
                  3.20

              	
                [Reserved].

              
	
                Section
                  3.21

              	
                Prepayment
                  Charges.

              
	
                Section
                  3.22

              	
                [Reserved].

              
	
                Section
                  3.23

              	
                [Reserved]

              
	
                Section
                  3.24

              	
                Commission
                  Reporting

              
	
                 

                ARTICLE
                  IV 

                DISTRIBUTIONS
                  AND ADVANCES BY THE SERVICER

                 

              
	
                Section
                  4.01

              	
                Advances.

              
	
                Section
                  4.02

              	
                Priorities
                  of Distribution.

              
	
                Section
                  4.03

              	
                Monthly
                  Statements to Certificateholders.

              
	
                Section
                  4.04

              	
                Allocation
                  of Interest Shortfalls.

              
	
                Section
                  4.05

              	
                Supplemental
                  Interest Trust.

              
	
                Section
                  4.06

              	
                Tax
                  Treatment of Net Swap Payments and Swap Termination
                  Payments.

              
	
                Section
                  4.07

              	
                The
                  Policy.

              
	
                Section
                  4.08

              	
                Certain
                  Matters Relating to the Determination of LIBOR.

              
	
                Section
                  4.09

              	
                Distributions
                  and Allocation of Realized Losses to the REMIC I Regular
                  Interests.

              
	
                Section
                  4.10

              	
                The
                  Pool Policy Reserve Account.

              
	
                Section
                  4.11

              	
                Supplemental
                  Interest Trust Credit Support Collateral Account.

              
	
                 

                ARTICLE
                  V 

                THE
                  CERTIFICATES

                 

              
	
                Section
                  5.01

              	
                The
                  Certificates.

              
	
                Section
                  5.02

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              
	
                Section
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners.

              
	
                Section
                  5.05

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              
	
                Section
                  5.06

              	
                Maintenance
                  of Office or Agency.

              
	
                 

                ARTICLE
                  VI 

                THE
                  DEPOSITOR AND THE SERVICER

                 

              
	
                Section
                  6.01

              	
                Respective
                  Liabilities of the Depositor and the Servicer.

              
	
                Section
                  6.02

              	
                Merger
                  or Consolidation of the Depositor or the Servicer.

              
	
                Section
                  6.03

              	
                Limitation
                  on Liability of the Depositor, the Seller, the Servicer, and
                  Others.

              
	
                Section
                  6.04

              	
                Limitation
                  on Resignation of the Servicer.

              
	
                Section
                  6.05

              	
                Inspection.

              
	
                 

                ARTICLE
                  VII 

                DEFAULT

                 

              
	
                Section
                  7.01

              	
                Events
                  of Default.

              
	
                Section
                  7.02

              	
                Trustee
                  to Act; Appointment of Successor.

              
	
                Section
                  7.03

              	
                Notification
                  to Certificateholders.

              
	
                 

                ARTICLE
                  VIII 

                CONCERNING
                  THE TRUSTEE

                 

              
	
                Section
                  8.01

              	
                Duties
                  of the Trustee.

              
	
                Section
                  8.02

              	
                Certain
                  Matters Affecting the Trustee.

              
	
                Section
                  8.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              
	
                Section
                  8.04

              	
                Trustee
                  May Own Certificates.

              
	
                Section
                  8.05

              	
                Trustee’s
                  Fees and Expenses.

              
	
                Section
                  8.06

              	
                Eligibility
                  Requirements for the Trustee.

              
	
                Section
                  8.07

              	
                Resignation
                  and Removal of the Trustee.

              
	
                Section
                  8.08

              	
                Successor
                  Trustee.

              
	
                Section
                  8.09

              	
                Merger
                  or Consolidation of the Trustee.

              
	
                Section
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                Section
                  8.11

              	
                Tax
                  Matters.

              
	
                Section
                  8.12

              	
                Access
                  to Records of Trustee.

              
	
                Section
                  8.13

              	
                Suits
                  for Enforcement.

              
	
                 

                ARTICLE
                  IX 

                TERMINATION

                 

              
	
                Section
                  9.01

              	
                Termination
                  upon Liquidation or Purchase of the Mortgage Loans.

              
	
                Section
                  9.02

              	
                Final
                  Distribution on the Certificates.

              
	
                Section
                  9.03

              	
                Additional
                  Termination Requirements.

              
	
                Section
                  9.04

              	
                Termination
                  of the Supplemental Interest Trust.

              
	
                 

                ARTICLE
                  X 

                MISCELLANEOUS
                  PROVISIONS

                 

              
	
                Section
                  10.01

              	
                Amendment.

              
	
                Section
                  10.02

              	
                Recordation
                  of Agreement; Counterparts.

              
	
                Section
                  10.03

              	
                Governing
                  Law.

              
	
                Section
                  10.04

              	
                Intention
                  of Parties.

              
	
                Section
                  10.05

              	
                Notices.

              
	
                Section
                  10.06

              	
                Severability
                  of Provisions.

              
	
                Section
                  10.07

              	
                Assignment.

              
	
                Section
                  10.08

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                Section
                  10.09

              	
                Inspection
                  and Audit Rights.

              
	
                Section
                  10.10

              	
                Certificates
                  Nonassessable and Fully Paid.

              
	
                Section
                  10.11

              	
                Official
                  Record.

              
	
                Section
                  10.12

              	
                Protection
                  of Assets.

              
	
                Section
                  10.13

              	
                Qualifying
                  Special Purpose Entity.

              
	
                Section
                  10.14

              	
                Rights
                  of the Certificate Insurer.

              
	
                Section
                  10.15

              	
                Rights
                  and Duties of the Swap Provider.

              
	
                Section
                  10.16

              	
                Rights
                  and Duties of the Pool
                  Insurer.

              


      

    

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    

      
        	
                SCHEDULES

              	 
	 	 
	
                Schedule
                  I 

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  II: 

              	
                Representations
                  and Warranties of the Seller/Servicer as of the Closing
                  Date

              
	
                Schedule
                  III: 

              	
                Representations
                  and Warranties as to the Mortgage Loans as of the Closing Date
                  or Cut-off
                  Date, as applicable

              
	 	 
	
                EXHIBITS

              
	 	 
	
                Exhibit
                  A:

              	
                Form
                  of Class A Certificate

              
	
                Exhibit
                  B:

              	
                Form
                  of Class A-IO Certificate

              
	
                Exhibit
                  C:

              	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  D:

              	
                Form
                  of Residual Certificate

              
	
                Exhibit
                  E:

              	
                Form
                  of Class C Certificate

              
	
                Exhibit
                  F:

              	
                Form
                  of Reverse of Certificates

              
	
                Exhibit
                  G-1:

              	
                Form
                  of Initial Certification of Trustee

              
	
                Exhibit
                  G-2:

              	
                Form
                  of Delayed Delivery Certification 

              
	
                Exhibit
                  H:

              	
                Form
                  of Final Certification of Trustee

              
	
                Exhibit
                  I: 

              	
                Form
                  of Transfer Affidavit

              
	
                Exhibit
                  J: 

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  K: 

              	
                [Reserved]

              
	
                Exhibit
                  L: 

              	
                Form
                  of Rule 144A Letter

              
	
                Exhibit
                  M: 

              	
                Form
                  of Request for Release (for Trustee)

              
	
                Exhibit
                  N: 

              	
                Form
                  of Request for Release (Mortgage Loan Paid in Full, Repurchased,
                  and
                  Released)

              
	
                Exhibit
                  O-1:

              	
                Form
                  of Certification to be Provided by the Depositor with Form
                  10-K

              
	
                Exhibit
                  O-2:

              	
                Trustee’s
                  Officer’s Certificate 

              
	
                Exhibit
                  P: 

              	
                [Reserved]

              
	
                Exhibit
                  Q: 

              	
                Form
                  of Interest Rate Swap Agreement

              
	
                Exhibit
                  R: 

              	
                Servicing
                  Criteria to be addressed in Assessment of Compliance

              
	
                Exhibit
                  S:

              	
                Reporting
                  Responsibility

              
	
                Exhibit
                  T:

              	
                Copy
                  of Certificate Guaranty Insurance Policy with respect to the Class
                  A
                  Certificates

              


      

    

    
 

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement,
      dated
      as of February 1, 2007, among IndyMac ABS, Inc., a Delaware corporation, as
      depositor (the “Depositor”),
      IndyMac Bank, F.S.B. (“IndyMac”),
      a
      federal savings bank, as seller (in that capacity, the “Seller”)
      and as
      servicer (in that capacity, the “Servicer”),
      and
      Deutsche Bank National Trust Company, a national banking association, as trustee
      (the “Trustee”).

     

    Witnesseth
      That

     

    In
      consideration of the mutual agreements herein contained, the parties agree
      as
      follows:

     

    Preliminary
      Statement

     

    The
      Depositor intends to sell pass-through certificates (collectively, the
“Certificates”),
      to be
      issued hereunder in multiple classes, which in the aggregate will evidence
      the
      entire beneficial ownership interest in each REMIC (as defined herein) created
      hereunder. The Trust Fund will consist of a segregated pool of assets consisting
      of the Mortgage Loans and certain other related assets subject to this
      Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      I

     

    As
      provided herein, the Trustee will elect to treat the pool of assets consisting
      of the Mortgage Loans and certain other related assets (other than the
      Supplemental Interest Trust, the Excess Reserve Fund Account, the Interest
      Rate
      Swap Agreement and the Pool Policy Reserve Account) subject to this Agreement
      as
      a REMIC for federal income tax purposes, and such pool of assets will be
      designated as REMIC I. The Class R-I Interest will evidence the sole class
      of
      residual interests in REMIC I for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the REMIC I Remittance
      Rate, the initial Uncertificated Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity
      date for each of the REMIC I Regular Interests (as defined herein). None of
      the
      REMIC I Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              I

            	 	
              Variable(2)

            	 	 	
              $ 
                             
                 0.00 

            	 	
              March
                25, 2037

            	 
	
              I-1-A

            	 	
              Variable(2)

            	 	 	
              $
                 1,702,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-1-B

            	 	
              Variable(2)

            	 	 	
              $
                 1,702,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-2-A

            	 	
              Variable(2)

            	 	 	
              $
                 2,106,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-2-B

            	 	
              Variable(2)

            	 	 	
              $
                 2,106,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-3-A

            	 	
              Variable(2)

            	 	 	
              $
                 2,517,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-3-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,517,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-4-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,923,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-4-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,923,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-5-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,324,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-5-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,324,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-6-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,715,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-6-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,715,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-7-A

            	 	
              Variable(2)

            	 	 	
              $
                 4,059,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-7-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,059,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-8-A

            	 	
              Variable(2)

            	 	 	
              $
                 4,421,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-8-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,421,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-9-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,764,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-9-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,764,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-10-A

            	 	
              Variable(2)

            	 	 	
              $ 
                5,081,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-10-B

            	 	
              Variable(2)

            	 	 	
              $ 
                5,081,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-11-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,948,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-11-B

            	 	
              Variable(2)

            	 	 	
              $
                 4,948,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-12-A

            	 	
              Variable(2)

            	 	 	
              $
                 6,072,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-12-B

            	 	
              Variable(2)

            	 	 	
              $
                 6,072,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-13-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,631,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-13-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,631,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-14-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,506,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-14-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,506,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-15-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,383,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-15-B

            	 	
              Variable(2)

            	 	 	
              $
                 4,383,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-16-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,265,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-16-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,265,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-17-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,150,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-17-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,150,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-18-A

            	 	
              Variable(2)

            	 	 	
              $ 
                5,847,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-18-B

            	 	
              Variable(2)

            	 	 	
              $
                 5,847,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-19-A

            	 	
              Variable(2)

            	 	 	
              $
                 3,820,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-19-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,820,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-20-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,717,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-20-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,717,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-21-A

            	 	
              Variable(2)

            	 	 	
              $
                 3,617,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-21-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,617,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-22-A

            	 	
              Variable(2)

            	 	 	
              $
                 3,520,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-22-B

            	 	
              Variable(2)

            	 	 	
              $
                 3,520,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-23-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,425,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-23-B

            	 	
              Variable(2)

            	 	 	
              $
                 3,425,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-24-A

            	 	
              Variable(2)

            	 	 	
              $
                 5,300,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-24-B

            	 	
              Variable(2)

            	 	 	
              $
                 5,300,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-25-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,158,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-25-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,158,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-26-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,073,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-26-B

            	 	
              Variable(2)

            	 	 	
              $
                 3,073,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-27-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,990,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-27-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,990,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-28-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,910,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-28-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,910,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-29-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,833,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-29-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,833,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-30-A

            	 	
              Variable(2)

            	 	 	
              $ 
                6,850,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-30-B

            	 	
              Variable(2)

            	 	 	
              $ 
                6,850,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-31-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,598,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-31-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,598,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-32-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,530,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-32-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,530,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-33-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,462,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-33-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,462,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-34-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,396,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-34-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,396,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-35-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,332,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-35-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,332,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-36-A

            	 	
              Variable(2)

            	 	 	
              $ 
                5,497,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-36-B

            	 	
              Variable(2)

            	 	 	
              $
                 5,497,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-37-A

            	 	
              Variable(2)

            	 	 	
              $
                 2,130,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-37-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,130,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-38-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,073,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-38-B

            	 	
              Variable(2)

            	 	 	
              $
                 2,073,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-39-A

            	 	
              Variable(2)

            	 	 	
              $
                 2,019,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-39-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,019,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-40-A

            	 	
              Variable(2)

            	 	 	
              $
                 1,965,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-40-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,965,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-41-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,913,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-41-B

            	 	
              Variable(2)

            	 	 	
              $
                 1,913,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-42-A

            	 	
              Variable(2)

            	 	 	
              $
                 5,010,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-42-B

            	 	
              Variable(2)

            	 	 	
              $ 
                5,010,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-43-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,737,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-43-B

            	 	
              Variable(2)

            	 	 	
              $
                 1,737,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-44-A

            	 	
              Variable(2)

            	 	 	
              $
                 1,691,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-44-B

            	 	
              Variable(2)

            	 	 	
              $
                 1,691,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-45-A

            	 	
              Variable(2)

            	 	 	
              $
                 1,646,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-45-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,646,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-46-A

            	 	
              Variable(2)

            	 	 	
              $
                 1,603,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-46-B

            	 	
              Variable(2)

            	 	 	
              $
                 1,603,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-47-A

            	 	
              Variable(2)

            	 	 	
              $
                 1,561,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-47-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,561,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-48-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,511,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-48-B

            	 	
              Variable(2)

            	 	 	
              $
                 4,511,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-49-A

            	 	
              Variable(2)

            	 	 	
              $
                 1,404,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-49-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,404,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-50-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,366,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-50-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,366,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-51-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,331,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-51-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,331,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-52-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,296,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-52-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,296,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-53-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,262,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-53-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,262,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-54-A

            	 	
              Variable(2)

            	 	 	
              $ 
                4,063,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-54-B

            	 	
              Variable(2)

            	 	 	
              $ 
                4,063,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-55-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,131,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-55-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,131,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-56-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,102,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-56-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,102,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-57-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,074,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-57-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,074,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-58-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,046,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-58-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,046,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-59-A

            	 	
              Variable(2)

            	 	 	
              $ 
                1,018,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-59-B

            	 	
              Variable(2)

            	 	 	
              $ 
                1,018,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-60-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,826,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-60-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,826,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-61-A

            	 	
              Variable(2)

            	 	 	
              $    
                918,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-61-B

            	 	
              Variable(2)

            	 	 	
              $    
                918,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-62-A

            	 	
              Variable(2)

            	 	 	
              $    
                893,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-62-B

            	 	
              Variable(2)

            	 	 	
              $    
                893,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-63-A

            	 	
              Variable(2)

            	 	 	
              $    
                871,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-63-B

            	 	
              Variable(2)

            	 	 	
              $    
                871,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-64-A

            	 	
              Variable(2)

            	 	 	
              $    
                848,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-64-B

            	 	
              Variable(2)

            	 	 	
              $    
                848,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-65-A

            	 	
              Variable(2)

            	 	 	
              $    
                826,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-65-B

            	 	
              Variable(2)

            	 	 	
              $    
                826,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-66-A

            	 	
              Variable(2)

            	 	 	
              $ 
                3,245,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-66-B

            	 	
              Variable(2)

            	 	 	
              $ 
                3,245,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-67-A

            	 	
              Variable(2)

            	 	 	
              $    
                738,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-67-B

            	 	
              Variable(2)

            	 	 	
              $    
                738,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-68-A

            	 	
              Variable(2)

            	 	 	
              $    
                719,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-68-B

            	 	
              Variable(2)

            	 	 	
              $    
                719,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-69-A

            	 	
              Variable(2)

            	 	 	
              $    
                700,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-69-B

            	 	
              Variable(2)

            	 	 	
              $    
                700,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-70-A

            	 	
              Variable(2)

            	 	 	
              $    
                683,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-70-B

            	 	
              Variable(2)

            	 	 	
              $    
                683,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-71-A

            	 	
              Variable(2)

            	 	 	
              $    
                665,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-71-B

            	 	
              Variable(2)

            	 	 	
              $    
                665,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-72-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,458,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-72-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,458,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-73-A

            	 	
              Variable(2)

            	 	 	
              $    
                595,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-73-B

            	 	
              Variable(2)

            	 	 	
              $    
                595,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-74-A

            	 	
              Variable(2)

            	 	 	
              $    
                580,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-74-B

            	 	
              Variable(2)

            	 	 	
              $    
                580,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-75-A

            	 	
              Variable(2)

            	 	 	
              $    
                566,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-75-B

            	 	
              Variable(2)

            	 	 	
              $    
                566,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-76-A

            	 	
              Variable(2)

            	 	 	
              $    
                552,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-76-B

            	 	
              Variable(2)

            	 	 	
              $    
                552,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-77-A

            	 	
              Variable(2)

            	 	 	
              $    
                537,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-77-B

            	 	
              Variable(2)

            	 	 	
              $    
                537,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-78-A

            	 	
              Variable(2)

            	 	 	
              $ 
                2,257,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-78-B

            	 	
              Variable(2)

            	 	 	
              $ 
                2,257,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-79-A

            	 	
              Variable(2)

            	 	 	
              $    
                510,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-79-B

            	 	
              Variable(2)

            	 	 	
              $    
                510,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-80-A

            	 	
              Variable(2)

            	 	 	
              $    
                498,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-80-B

            	 	
              Variable(2)

            	 	 	
              $    
                498,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-81-A

            	 	
              Variable(2)

            	 	 	
              $    
                484,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-81-B

            	 	
              Variable(2)

            	 	 	
              $    
                484,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-82-A

            	 	
              Variable(2)

            	 	 	
              $    
                473,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-82-B

            	 	
              Variable(2)

            	 	 	
              $    
                473,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-83-A

            	 	
              Variable(2)

            	 	 	
              $    
                461,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-83-B

            	 	
              Variable(2)

            	 	 	
              $    
                461,000.00 

            	 	
              March
                25, 2037

            	 
	
              I-84-A

            	 	
              Variable(2)

            	 	 	
              $
                19,682,500.00 

            	 	
              March
                25, 2037

            	 
	
              I-84-B

            	 	
              Variable(2)

            	 	 	
              $
                19,682,500.00 

            	 	
              March
                25, 2037

            	 


    

    ________________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
      regulations.

    (2) Calculated
      in accordance with the definition of “REMIC I Remittance Rate”
herein.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      II

     

    As
      provided herein, the Trustee will elect to treat the pool of assets consisting
      of the REMIC I Regular Interests as a REMIC for federal income tax purposes,
      and
      such pool of assets will be designated as REMIC II. The Class R-II Interest
      will
      evidence the sole class of residual interests in REMIC II for purposes of the
      REMIC Provisions. The following table irrevocably sets forth the designation,
      the REMIC II Remittance Rate, the initial Uncertificated Balance and, for
      purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
      latest possible maturity date for each of the REMIC II Regular Interests (as
      defined herein). None of the REMIC II Regular Interests will be
      certificated.

     

    
      	
              Designation

               

            	
              REMIC
                II

              Remittance
                Rate

               

            	
              Initial

              Uncertificated
                Balance

               

            	
              Latest
                Possible

              Maturity
                Date(1)

               

            
	
              LTI-AIO

            	
              Variable(2)

            	
              (3)

            	
              March
                25, 2037

            
	
              LTI-A

            	
              Variable(2)

            	
              $
                404,999,588.88 

            	
              March
                25, 2037

            
	
              LTI-P

            	
              Variable(2)

            	
              $                100.00
                

            	
              March
                25, 2037

            
	
              LTI-IO

            	
              Variable(2)

            	
              (3)

            	
              March
                25, 2037

            


    

    _______________

    (1) For
      purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

    (2) Calculated
      in accordance with the definition of REMIC II Remittance Rate
      herein.

    (3) REMIC
      II
      Regular Interest LTI-AIO and REMIC II Regular Interest LTI-IO will not have
      an
      Uncertificated Balance, but will accrue interest on its Uncertificated Notional
      Amount, as defined herein.

    


    


    REMIC
      III

     

    As
      provided herein, the Trustee will elect to treat the pool of assets consisting
      of the REMIC II Regular Interests as a REMIC for federal income tax purposes,
      and such pool of assets will be designated as REMIC III. The Class R-III
      Interest will evidence the sole class of residual interests in REMIC III for
      purposes of the REMIC Provisions. The following table irrevocably sets forth
      the
      designation, the REMIC III Remittance Rate, the initial Uncertificated Balance
      and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii),
      the latest possible maturity date for each of the REMIC III Regular Interests
      (as defined herein). None of the REMIC III Regular Interests will be
      certificated.

     

    
      	
              Designation

               

            	
              REMIC
                III

              Remittance
                Rate

               

            	
              Initial

              Uncertificated
                Balance

               

            	
              Latest
                Possible

              Maturity
                Date(1)

               

            
	
              LTII-AIO

            	
              Variable(2)

            	
              (3)

            	
              March
                25, 2037

            
	
              LTII-AA

            	
              Variable(2)

            	
              $
                440,999,695.10 

            	
              March
                25, 2037

            
	
              LTII-A

            	
              Variable(2)

            	
              $    
                4,500,000.00 

            	
              March
                25, 2037

            
	
              LTII-ZZ

            	
              Variable(2)

            	
              $    
                4,499,993.78 

            	
              March
                25, 2037

            
	
              LTII-P

            	
              Variable(2)

            	
              $ 
                             
                100.00 

            	
              March
                25, 2037

            
	
              LTII-IO

            	
              Variable(2)

            	
              (3)

            	
              March
                25, 2037

            


    

    _______________

    (1) For
      purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

    (2) Calculated
      in accordance with the definition of REMIC III Remittance Rate
      herein.

    (3) REMIC
      III
      Regular Interest LTII-AIO and REMIC III Regular Interest LTII-IO will not have
      an Uncertificated Balance, but will accrue interest on its Uncertificated
      Notional Amount, as defined herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      IV

     

    As
      provided herein, the Trustee will elect to treat the pool of assets consisting
      of the REMIC III Regular Interests as a REMIC for federal income tax purposes,
      and such pool of assets will be designated as REMIC IV. The Class R-IV Interest
      will evidence the sole class of residual interests in REMIC IV for purposes
      of
      the REMIC Provisions. The following table irrevocably sets forth the
      designation, the Pass-Through Rate, the initial aggregate Class Certificate
      Balance and, for purposes of satisfying Treasury Regulation Section
      1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated Classes
      of Certificates. The Class IO Interest shall represent uncertificated regular
      interests in REMIC IV.

     

    Each
      of
      the Class A Certificates generally represents ownership of a regular interest
      in
      REMIC IV and also represents (i) the right to receive payments with respect
      to
      the Net WAC Cap Carry Forward Amount and (ii) the obligation to pay the Class
      IO
      Distribution Amount (as defined herein). The entitlement to principal of each
      REMIC IV Regular Interest ownership of which is represented by a regular
      interest which corresponds to each Certificate shall be equal in amount and
      timing to the entitlement to principal of such Certificate.

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate

              Certificate
                

              Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                A-IO

            	
              3.20%(7)

            	
              (8)

            	
              March
                25, 2037

            
	
              Class
                A

            	
              Variable(2)

            	
              $
                449,999,688.88 

            	
              March
                25, 2037

            
	
              Class
                C

            	
              Variable(2)(3)

            	
              $ 
                                
                 0.00 

            	
              March
                25, 2037

            
	
              Class
                P

            	
              (6)

            	
              $              
                100.00 

            	
              March
                25, 2037

            
	
              Class
                IO Interest

            	
              (4)

            	
              (5)

            	
              March
                25, 2037

            


    

    ________________

    (1) For
      purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii).

    (2) Calculated
      in accordance with the definition of Pass-Through Rate herein.

    (3) The
      Class
      C Certificates will accrue interest at their variable Pass-Through Rate on
      the
      Notional Amount of the Class C Certificates outstanding from time to time,
      which
      shall equal the aggregate Uncertificated Balance of the REMIC III Regular
      Interests. The Class C Certificates will not accrue interest on their
      Uncertificated Balance.

    (4) For
      federal income tax purposes, the Class IO Interest will not have a Pass-Through
      Rate, but will be entitled to 100% of the amounts distributed on REMIC III
      Regular Interest LTII-IO. 

    (5) For
      federal income tax purposes, the Class IO Interest will not have an
      Uncertificated Balance, but will have a notional amount equal to the
      Uncertificated Notional Amount of REMIC III Regular Interest
      LTII-IO. 

    (6) The
      Class
      P Certificates will not accrue interest.

    (7) Calculated
      in accordance with the definition of “Pass-Through Rate” herein and subject to
      the related Net WAC Cap.

    (8) The
      Class
      X-1 Certificates will accrue interest based on a Notional Amount, as set forth
      herein.

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     Set
      forth
      below are designations of Classes of Certificates to the categories used
      herein:

     

    
      	
              Book-Entry
                Certificates

            	
              Class
                A and Class A-IO Certificates.

            


    

     

    
      	
              ERISA-Restricted
                Certificates

            	
              Class
                C, Class P and Class R Certificates; and the Certificates of any
                Class
                that cease to satisfy the rating requirements of the Underwriter’s
                Exemption.

            


    

     

    
      	
              Offered
                Certificates

            	
              Class
                A and Class A-IO Certificates.

            


    

     

    
      	
              Definitive
                Certificates

            	
              Class
                C, Class P and Class R
                Certificates.

            


    

     

    
      	
              Private
                Certificates

            	
              Class
                C, Class P and Class R
                Certificates.

            


    

     

    
      	
              Rating
                Agencies

            	
              Moody’s
                and S&P.

            


    

     

    
      	
              Regular
                Certificates

            	
              All
                Classes of Certificates other than the Residual
                Certificates.

            


    

     

    
      	
              Residual
                Certificates

            	
              Class
                R Certificates.

            


    

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      I 


     

    Definitions

     

    
      	Section
              1.01  	
              Definitions.

            


    

     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article. Unless otherwise specified, all calculations in
      respect of interest on the Class A Certificates shall be made on the basis
      of
      the actual number of days elapsed and a 360-day year and all calculations in
      respect of interest on the Class A-IO Certificates, Class C Certificates, REMIC
      I Regular Interests, REMIC II Regular Interests, REMIC III Regular Interests
      and
      all other calculations of interest described herein shall be made on the basis
      of a 360-day year consisting of twelve 30-day months. The Class P and Residual
      Certificates are not entitled to distributions in respect of interest and,
      accordingly, will not accrue interest.

     

    Accrued
      Certificate Interest Distribution Amount:
      For any
      Distribution Date and the Offered Certificates, the amount of interest accrued
      during the related Interest Accrual Period at the Pass-Through Rate on the
      Class
      Certificate Balance or Notional Amount, as applicable, immediately before the
      Distribution Date reduced by any Net Interest Shortfalls for such Distribution
      Date allocated to such Class pursuant to Section 4.04.

     

    Adjusted
      Mortgage Rate:
      As to
      each Mortgage Loan and at any time, the per annum rate equal to (x) the Mortgage
      Rate less (y) the Servicing Fee Rate.

     

    Adjusted
      Premium Rate:
      As to
      any Distribution Date, a per annum rate equal to the Premium Rate multiplied
      by
      a fraction, the numerator of which is the Class Certificate Balance of the
      Class
      A Certificates immediately prior to such Distribution Date and the denominator
      of which is the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the first day of the related Remittance Period, adjusted to reflect unscheduled
      principal payments made thereafter that were included in the Principal
      Distribution Amount on the immediately preceding Distribution Date.

     

    Advance:
      The
      payment required to be made by the Servicer for any Distribution Date pursuant
      to Section 4.01 (other than any amounts advanced pursuant to Section 4.01(d)),
      the amount of that payment being equal to the aggregate of payments of principal
      and interest (net of the Servicing Fee and any net proceeds in the case of
      any
      REO Properties) on the Mortgage Loans that were due during the related
      Remittance Period and not received as of the close of business on the related
      Determination Date, plus an amount equivalent to interest on each REO Property
      less the aggregate amount of any delinquent payments that the Servicer has
      determined would constitute a Nonrecoverable Advance if advanced.

     

    Affected
      Party:
      As
      defined in the Interest Rate Swap Agreement.

     

    Affiliate:
      With
      respect to any Person, any other Person controlling, controlled or under common
      control with such Person. For purposes of this definition, “control” means the
      power to direct the management and policies of a Person, directly or indirectly,
      whether through ownership of voting securities, by contract, or otherwise and
      “controlling” and “controlled” shall have meanings correlative to the foregoing.
      Affiliates also include any entities consolidated within the requirements of
      generally accepted accounting principles.

     

    Agreement:
      This
      Pooling and Servicing Agreement and all amendments and supplements
      hereto.

     

    Amount
      Held for Future Distribution:
      For any
      Distribution Date, the aggregate amount held in the Certificate Account at
      the
      close of business on the related Determination Date on account of (i) Principal
      Prepayments received after the end of the related Prepayment Period and
      Liquidation Proceeds and Subsequent Recoveries on the Mortgage Loans, in each
      case, received after the end of the preceding calendar month and (ii) all
      Scheduled Payments on the Mortgage Loans due after the end of the related
      Remittance Period.

     

    Appraised
      Value:
      With
      respect to any Mortgaged Property, the value thereof as determined by an
      independent appraisal made at the time of the origination of the related
      Mortgage Loan or the sale price, if the appraisal is not available; except
      that,
      with respect to any Mortgage Loan that is a purchase money mortgage loan, the
      lesser of (i) the value thereof as determined by an independent appraisal made
      at the time of the origination of such Mortgage Loan, if any, and (ii) the
      sales
      price of the related Mortgaged Property.

     

    Available
      Funds: For
      any
      Distribution Date, the sum of (i) all scheduled installments of interest (net
      of
      the Expense Fees) and principal due on the Due Date on the Mortgage Loans in
      the
      related Remittance Period (or any prior Remittance Period not covered by an
      Advance) and received by the related Determination Date, together with any
      related Advances; (ii) all Insurance Proceeds with respect to the Mortgage
      Loans
      (including those received with respect to the Pool Policy and not reimbursable
      to the Seller pursuant to Section 2.03(c), but excluding Insurance Proceeds
      included in Liquidation Proceeds), Liquidation Proceeds and Subsequent
      Recoveries received during the preceding calendar month with respect to the
      Mortgage Loans (in each case, net of unreimbursed expenses incurred in
      connection with a liquidation or foreclosure and net of the related Excess
      Proceeds); (iii) all partial or full Principal Prepayments on the Mortgage
      Loans
      received during the related Prepayment Period together with all Compensating
      Interest on those Mortgage Loans and interest paid by the Mortgagors (other
      than
      Prepayment Interest Excess) and (iv) amounts received by the Trustee for such
      Distribution Date as the Substitution Adjustment Amount or the Purchase Price
      of
      a Deleted Mortgage Loan or a Mortgage Loan repurchased by the Seller or the
      Servicer as of the Distribution Date including proceeds received with respect
      to
      the termination of the Trust Fund pursuant to Section 9.01 minus (v) amounts
      in
      reimbursement for Advances previously made and other expenses reimbursable
      to
      the Servicer with respect to the Mortgage Loans pursuant to this Agreement
      (other than amounts included in clause (vi) below); (vi) amounts reimbursable
      or
      payable to the Servicer, Depositor or the Seller with respect to the Mortgage
      Loans for such Distribution Date pursuant to Section 6.03 and (vii) any Net
      Swap
      Payment or Swap Termination Payment owed to the Swap Provider (to the extent
      not
      paid by the Supplemental Interest Trust Trustee from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee and other than Swap
      Termination Payments resulting from a Swap Provider Trigger Event). In addition,
      Available Funds for any Distribution Date shall include any amounts paid to
      the
      Trustee by the Pool Insurer which represent a return of the premium paid to
      the
      Pool Insurer on the Closing Date for Covered Mortgage Loans that has been
      rescinded by the Pool Insurer in accordance with the Pool Policy. For avoidance
      of doubt, amounts in deposit in the Pool Policy Reserve Account shall not be
      included in the definition of “Available Funds”. 

     

    Bankruptcy
      Code:
      The
      United States Bankruptcy Reform Act of 1978, as amended.

     

    Book-Entry
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday, or (ii) a day on which banking
      institutions in the City of New York, New York, the State of California or
      the
      city in which the Corporate Trust Office of the Trustee or the Certificate
      Insurer is located are authorized or obligated by law or executive order to
      be
      closed.

     

    Certificate:
      Any one
      of the Certificates issued by the Trust Fund and executed by the Trustee, in
      substantially the forms attached as exhibits.

     

    Certificate
      Account:
      The
      separate Eligible Account or Accounts created and maintained by the Servicer
      pursuant to Section 3.06(d) with a depository institution in the name of the
      Servicer for the benefit of the Trustee on behalf of Certificateholders and
      designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INDS
      2007-1.”

     

    Certificate
      Balance:
      With
      respect to the Class A Certificates and the Class P Certificates at any date,
      the maximum dollar amount of principal to which the Holder of the Certificate
      is
      then entitled, such amount being equal to the Certificate’s Denomination minus
      all distributions of principal previously made with respect thereto. With
      respect to the Class C Certificates as of any date of determination, an amount
      equal to the excess, if any, of (A) the then aggregate Uncertificated Balance
      of
      the REMIC III Regular Interests over (B) the then aggregate Certificate Balance
      of the Class A and Class P Certificates then outstanding. The Class A-IO
      Certificates and the Residual Certificates have no Certificate
      Balance.

     

    Certificate
      Insurer:
      MBIA
      Insurance Corporation, a New York State stock insurance corporation or its
      successors in interest.

     

    Certificate
      Insurer Default: The
      failure by the Certificate Insurer to make a payment required under the Policy
      in accordance with its terms.

     

    Certificate
      Owner:
      With
      respect to a Book-Entry Certificate, the Person who is the beneficial owner
      of
      the Book-Entry Certificate. For purposes of this Agreement, in order for a
      Certificate Owner to enforce any of its rights under this Agreement, it shall
      first have to provide evidence of its beneficial ownership interest in a
      Certificate that is reasonably satisfactory to the Trustee, the Depositor and/or
      the Servicer, as applicable.

     

    Certificate
      Register and Certificate Registrar:
      The
      register maintained and registrar appointed pursuant to Section
      5.02.

     

    Certificateholder
      or Holder:
      The
      person in whose name a Certificate is registered in the Certificate Register,
      except that, solely for the purpose of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of the Seller, the Depositor
      or its Affiliate shall not be eligible to vote or be considered Outstanding
      and
      the Percentage Interest evidenced thereby shall not be taken into account in
      determining whether the requisite amount of Percentage Interests necessary
      to
      effect a consent has been obtained unless the Seller, the Depositor or its
      Affiliates own 100% of the Percentage Interests evidenced by a Class of
      Certificates, in which case the Certificates shall be Outstanding for purposes
      of any provision of this Agreement requiring the consent of the Holders of
      Certificates of a particular Class as a condition to the taking of any action.
      The Trustee is entitled to rely conclusively on a certification of the Depositor
      or any Affiliate of the Depositor in determining which Certificates are
      registered in the name of an Affiliate of the Depositor.

     

    Charge-off
      Amount:
      On any
      Distribution Date, for any Charged-Off Mortgage Loan, the Stated Principal
      Balance of that Mortgage Loan that has been written down.

     

    Charged-Off
      Mortgage Loan:
      A
      Mortgage Loan with (i) a Stated Principal Balance that has been written down
      on
      the Servicer’s servicing system in accordance with its policies and procedures
      and (ii) any Mortgage Loan that is more than 120 days past due.

     

    Class:
      All
      Certificates bearing the same class designation, as specified in the Preliminary
      Statement.

     

    Class
      A Certificates:
      Any one
      of the Class A Certificates executed by the Trustee, and authenticated and
      delivered by the Certificate Registrar substantially in the form annexed hereto
      as Exhibit A and evidencing a REMIC Regular Interest in REMIC II.

     

    Class
      A-IO Certificate:
      Any one
      of the Class A-IO Certificates executed by the Trustee, and authenticated and
      delivered by the Certificate Registrar, substantially in the form annexed hereto
      as Exhibit B and evidencing a Regular Interest in REMIC III.

     

    Class
      Certificate Balance:
      For any
      Class as of any date of determination, the aggregate of the Certificate Balances
      of all Certificates of such Class as of that date.

     

    Class
      C Certificates:
      Any one
      of the Class C Certificates executed by the Trustee, and authenticated and
      delivered by the Certificate Registrar, representing the right to distributions
      as set forth herein and therein and (i) a REMIC Regular Interest in REMIC IV,
      (ii) beneficial ownership of the Excess Reserve Fund Account and (iii)
      beneficial ownership of the Supplemental Interest Trust.

     

    Class
      C Distributable Amount:
      On any
      Distribution Date, the amount that has accrued on the Class C Certificates
      but
      that has not been distributed on the Class C Certificates on prior Distribution
      Dates.

     

    Class
      IO Distribution Amount:
      As
      defined in Section 4.05 hereof. For purposes of clarity, the Class IO
      Distribution Amount for any Distribution Date shall equal the amount payable
      to
      the Supplemental Interest Trust on such Distribution Date in excess of the
      amount payable on the Class IO Interest on such Distribution Date, all as
      further provided in Section 4.05 hereof.

     

    Class
      IO Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee, evidencing a
      REMIC Regular Interest in REMIC IV for purposes of the REMIC
      Provisions.

     

    Class
      P Certificate:
      Any one
      of the Class P Certificates executed by the Trustee, and authenticated and
      delivered by the Certificate Registrar, representing the right to distributions
      as set forth herein and therein and evidencing a regular interest in REMIC
      IV.

     

    Class
      R Certificate:
      A
      certificate representing the beneficial ownership of the Class R-I Interest,
      the
      Class R-II Interest, the Class R-III Interest and the Class R-IV
      Interest.

     

    Class
      R-I Interest:
      The
      uncertificated residual interest in REMIC I.

     

    Class
      R-II Interest:
      The
      uncertificated residual interest in REMIC II.

     

    Class
      R-III Interest:
      The
      uncertificated residual interest in REMIC III.

     

    Class
      R-IV Interest:
      The
      uncertificated residual interest in REMIC IV.

     

    Closing
      Date:
      February 14, 2007.

     

    Code:
      The
      United States Internal Revenue Code of 1986, including any successor or
      amendatory provisions.

     

    Collateral
      Value:
      For any
      Mortgage Loan, the Collateral Value of the related Mortgaged Property shall
      be,
      other than for Refinance Loans, the lesser of (i) the appraised value determined
      in an appraisal obtained by the originator at origination of the Mortgage Loan
      and (ii) the sales price for the related Mortgaged Property. In the case of
      a
      Refinance Loan, the Collateral Value of the related Mortgaged Property is its
      appraised value determined in an appraisal obtained at the time of
      refinancing.

     

    Commission.
      The
      United States Securities and Exchange Commission.

     

    Compensating
      Interest:
      For any
      Distribution Date, the lesser of (i) any Prepayment Interest Shortfalls with
      respect to such Distribution Date and the Mortgage Loans and (ii) 0.125%
      multiplied by one-twelfth multiplied by the aggregate Stated Principal Balance
      of the Mortgage Loans , as of the first day of the related Remittance
      Period.

     

    Corporate
      Trust Office:
      The
      designated office of the Trustee and the Supplemental Interest Trust Trustee
      in
      the State of California at which at any particular time its corporate trust
      business with respect to this Agreement is administered, which office at the
      date of the execution of this Agreement is located at 1761 East St. Andrew
      Place, Santa Ana, California 92705, Attn: Corporate Trust Administration IN07G1
      (IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INDS
      2007-1), facsimile no. (714) 656-2626 and which is the address to which notices
      to and correspondence with the Trustee or the Supplemental Interest Trust
      Trustee should be directed or. With respect to the Certificate Registrar, the
      designated office for presentment and surrender of Certificates for
      registration, transfer or exchange thereof located at DB Services Tennessee,
      648
      Grassmere Park Road, Nashville, Tennessee 37211, Attention: Transfer
      Unit.

     

    Corresponding
      Certificate: With
      respect to each REMIC III Regular Interest, as follows:

     

    
      	
              REMIC
                II Regular Interest

            	
              Class

            
	
              REMIC
                III Regular Interest LTII-A

            	
              A

            
	
              REMIC
                III Regular Interest LTII-AIO

            	
              A-IO

            


    

    


     

    Covered
      Mortgage Loan:
      Any
      Mortgage Loan covered by the Pool Policy as identified on the Mortgage Loan
      Schedule.

     

    Credit
      Support Annex:
      The
      credit support annex, dated as of February 14, 2007, between the Supplemental
      Interest Trust Trustee and the Swap Provider. 

     

    Credit
      Support Collateral Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 4.11 in the name of the Trustee for the benefit of the
      Certificateholders and designated “Credit Support Collateral Account, Deutsche
      Bank National Trust Company, as Supplemental Interest Trust Trustee, in trust
      for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
      Certificates, Series INDS 2007-1.” Funds in the Credit Support Collateral
      Account shall be held in trust for the Certificateholders for the uses and
      purposes set forth in this Agreement. The Credit Support Collateral Account
      will
      not be an asset of any REMIC.

     

    Cumulative
      Covered Loan Loss:
      With
      respect to any Distribution Date, the aggregate amount of Loss (as defined
      in the Pool Policy but without regard to any references to “the
      Company”) from the Cut-off Date through the last day of the related
      Remittance Period with respect to the Mortgage Loans identified on the Mortgage
      Loan Schedule on the Closing Date as Covered Mortgage Loans that became,
      following the Closing Date, four (4) months in Default (as defined in the
      Pool Policy). 


     

    Cut-off
      Date:
      February 1, 2007. 

     

    Cut-off
      Date Principal Balance:
      As to
      any Mortgage Loan, its Stated Principal Balance as of the close of business
      on
      the related Cut-off Date without giving effect to Principal Prepayments received
      after such Cut-off Date.

     

    Debt
      Service Reduction:
      For any
      Mortgage Loan, a reduction by a court of competent jurisdiction, in a proceeding
      under the Bankruptcy Code, in the Scheduled Payment for the Mortgage Loan that
      became final and non-appealable, but not including a reduction (i) resulting
      from a Deficient Valuation or (ii) that results in a permanent forgiveness
      of
      principal.

     

    Defaulting
      Party:
      As
      defined in the Interest Rate Swap Agreement.

     

    Deferred
      Premium Amount: As
      defined in Section 4.10 herein.

     

    Deferred
      Premium Release Date:
      The date
      which is three (3) Business Days immediately following the earliest of: (i)
      the
      date, if any, that the Pool Insurer delivers written notice to the Trustee
      (with
      a copy to the Certificate Insurer) that the Maximum Aggregate Liability (as
      defined in the Pool Policy) has been paid by the Pool Insurer under the terms
      of
      the Pool Policy, (ii) the date, if any, that the Pool Insurer delivers written
      notice to the Trustee (with a copy to the Certificate Insurer), that the
      remaining deductible under the Pool Policy exceeds the aggregate outstanding
      principal balance of the Covered Mortgage Loans as of such date, (iii) the
      date
      that the Trust Fund is terminated pursuant to Section 9.01, or (iv) the maturity
      or other liquidation of the last Mortgage Loan remaining in the Trust Fund
      and
      the disposition of all REO Property.

    


    Deficiency
      Amount:
      As
      defined in the Policy.

     

    Deficient
      Valuation:
      For any
      Mortgage Loan, a valuation by a court of competent jurisdiction of the related
      Mortgaged Property in an amount less than the then outstanding indebtedness
      under such Mortgage Loan, or any reduction in the amount of principal to be
      paid
      in connection with any Scheduled Payment, that results in a permanent
      forgiveness of principal, which valuation or reduction results from an order
      of
      the court that is final and non-appealable in a proceeding under the Bankruptcy
      Code.

     

    Definitive
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Delayed
      Delivery Certification:
      A
      certification substantially in the form of Exhibit G-2.

     

    Delayed
      Delivery Mortgage Loans:
      The
      Mortgage Loans identified as such on the Mortgage Loan Schedule, for which
      neither a related Mortgage File nor the Mortgage Note (or lost note affidavit
      for a lost Mortgage Note) has been delivered to the Trustee by the Closing
      Date.


     

    Deleted
      Mortgage Loan:
      As
      defined in Section 2.03(c).

     

    Denomination:
      For
      each Certificate, the amount appearing on the face of the Certificate as the
      “Initial Certificate Balance of this Certificate” or the Percentage Interest
      appearing on the face of the Certificate.

     

    Depositor:
      IndyMac
      ABS, Inc., a Delaware corporation, or its successor in interest.

     

    Depository:
      The
      initial Depository shall be The Depository Trust Company, the nominee of which
      is Cede & Co., as the registered Holder of the Book-Entry Certificates. The
      Depository shall at all times be a “clearing corporation” as defined in Section
      8-102(a)(5) of the Uniform Commercial Code of the State of New
      York.

     

    Depository
      Participant:
      A
      broker, dealer, bank, or other financial institution or other Person for whom
      from time to time a Depository effects book-entry transfers and pledges of
      securities deposited with the Depository.

     

    Determination
      Date:
      As to
      any Distribution Date, the 18th
      day of
      each month or, if that day is not a Business Day, the next Business Day, except
      that if the next Business Day is less than two (2) Business Days before the
      related Distribution Date, then the Determination Date shall be the Business
      Day
      preceding the 18th
      day of
      the month.

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 3.06(f) in the name of the Trustee for the benefit of the
      Certificateholders and designated “Deutsche Bank National Trust Company in trust
      for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
      Certificates, Series INDS 2007-1.” Funds in the Distribution Account shall be
      held in trust for the Certificateholders for the uses and purposes set forth
      in
      this Agreement. 

     

    Distribution
      Account Deposit Date:
      As to
      any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding
      the Distribution Date.

     

    Distribution
      Date:
      The
      25th
      day of
      each calendar month, or if that day is not a Business Day, the next Business
      Day, commencing in March 2007.

     

    Due
      Date:
      For any
      Mortgage Loan and Distribution Date, the first day of the month in which the
      Distribution Date occurs.

     

    Eligible
      Account:
      Any of
      (i) an account maintained with a federal or state chartered depository
      institution or trust company, the short-term unsecured debt obligations of
      which
      (or, in the case of a depository institution or trust company that is the
      principal subsidiary of a holding company, the debt obligations of the holding
      company, but only if Moody’s is not a Rating Agency) have the highest short-term
      ratings of each Rating Agency at the time any amounts are held on deposit
      therein, or (ii) a trust account or accounts maintained with the trust
      department of a federal or state chartered depository institution or trust
      company, acting in its fiduciary capacity, or (iii) any other account acceptable
      to each Rating Agency without reduction or withdrawal of their then current
      ratings of the Certificates (without regard to the Policy), as evidenced by
      a
      letter from each Rating Agency to the Trustee. Eligible Accounts may bear
      interest, and may include, if otherwise qualified under this definition,
      accounts maintained with the Trustee.

     

    ERISA:
      The
      Employee Retirement Income Security Act of 1974, as amended.

     

    ERISA-Qualifying
      Underwriting:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of an Underwriter’s Exemption.

     

    ERISA-Restricted
      Certificate:
      As
      specified in the Preliminary Statement.

     

    Escrow
      Account:
      The
      Eligible Account or Accounts established and maintained pursuant to Section
      3.07(a).

     

    Estimated
      Swap Termination Payment:
      As
      defined in the Interest Rate Swap Agreement.

     

    Event
      of Default:
      As
      defined in Section 7.01.

     

    Excess
      Proceeds:
      For any
      Liquidated Mortgage Loan, the excess of (a) all Liquidation Proceeds from the
      Mortgage Loan received in the calendar month in which the Mortgage Loan became
      a
      Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
      Servicer as Nonrecoverable Advances with respect to the Mortgage Loan pursuant
      to Section 3.09(a)(ii), over (b) the sum of (i) the unpaid principal balance
      of
      the Liquidated Mortgage Loan as of the Due Date in the month in which the
      Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest
      at
      the Mortgage Rate from the Due Date for which interest was last paid or advanced
      (and not reimbursed) to Certificateholders up to the Due Date applicable to
      the
      Distribution Date following the calendar month during which the liquidation
      occurred.

     

    Excess
      Reserve Fund Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 3.06(d) in the name of the Trustee for the benefit of the
      Certificateholders and designated “Deutsche Bank National Trust Company in trust
      for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
      Series INDS 2007-1.” Funds in the Excess Reserve Fund Account shall be held in
      trust for the Certificateholders of the Class A Certificates for the uses and
      purposes set forth in this Agreement. The Excess Reserve Fund Account will
      not
      be an asset of any REMIC.

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended.

     

    Expense
      Adjusted Net Mortgage Rate: For
      any
      Distribution Date and a Mortgage Loan, the per annum rate equal to the Mortgage
      Rate of that Mortgage Loan as of the first day of the month preceding the month
      in which that Distribution Date occurs minus the Expense Fee Rate.

     

    Expense
      Fees:
      As to
      each Mortgage Loan, the sum of the Servicing Fee and Trustee Fee for such
      Mortgage Loan.

     

    Expense
      Fee Rate:
      The sum
      of the Servicing Fee Rate and the Trustee Fee Rate.

     

    FDIC:
      The
      Federal Deposit Insurance Corporation, or any successor thereto.

     

    FHLMC:
      The
      Federal Home Loan Mortgage Corporation, a corporate instrumentality of the
      United States created and existing under Title III of the Emergency Home Finance
      Act of 1970, as amended, or any successor thereto..

     

    Final
      Distribution Date:
      The
      Distribution Date in March 2037.

     

    Final
      Recovery Determination:
      With
      respect to any defaulted Mortgage Loan or any REO Property (other than a
      Mortgage Loan or REO Property purchased by IndyMac Bank, F.S.B. (on
      its own behalf as a seller) pursuant to or as contemplated by Section 2.03(c),
      Section 3.12(c) or Section 9.01), a determination made by
      the Servicer that all Insurance Proceeds, Liquidation Proceeds and other
      payments or recoveries which the Servicer, in its reasonable good faith
      judgment, expects to be finally recoverable in respect thereof have been so
      recovered. The Servicer shall maintain records of each Final Recovery
      Determination made thereby.

     

    FNMA:
      The
      Federal National Mortgage Association, a federally chartered and privately
      owned
      corporation organized and existing under the Federal National Mortgage
      Association Charter Act, or any successor thereto.

     

    Indirect
      Participant:
      A
      broker, dealer, bank, or other financial institution or other Person that clears
      through or maintains a custodial relationship with a Depository
      Participant.

     

    Insurance
      Account:
      As
      defined in Section 4.07(b).

     

    Insurance
      Agreement:
      The
      Insurance and Indemnity Agreement, dated as of the Closing Date, among the
      Certificate Insurer, the Trustee, the Servicer, the Seller and the
      Depositor.

     

    Insurance
      Policy:
      For any
      Mortgage Loan included in the Trust Fund, any insurance policy, including all
      its riders and endorsements in effect, including any replacement policy or
      policies for any Insurance Policies.

     

    Insurance
      Proceeds:
      Proceeds paid by an insurer pursuant to any Insurance Policy, in each case
      other
      than any amount included in such Insurance Proceeds in respect of Insured
      Expenses or released to the Mortgagor.

     

    Insured
      Amount: With
      respect to any Distribution Date, the Deficiency Amount for such Distribution
      Date.

     

    Insured
      Expenses:
      Expenses covered by an Insurance Policy, including the Pool Policy, or any
      other
      insurance policy with respect to the Mortgage Loans.

     

    Insured
      Payments: As
      defined in the Policy. 

     

    Interest
      Accrual Period:
      With
      respect to the Class A Certificates and each Distribution Date, the period
      commencing on the preceding Distribution Date (or in the case of the first
      such
      Interest Accrual Period, commencing on the Closing Date) and ending on the
      day
      preceding such Distribution Date. With respect to the Class C Certificates
      and
      the Class A-IO Certificates and each Distribution Date, the calendar month
      prior
      to the month of such Distribution Date.

     

    Interest
      Rate Swap Agreement:
      The
      interest rate swap agreement, dated the Closing Date, between the Supplemental
      Interest Trust Trustee, as trustee on behalf of the Supplemental Interest Trust,
      and the Swap Provider, which agreement provides for Net Swap Payments and Swap
      Termination Payments to be paid, as provided therein, together with any
      schedules, confirmations or other agreements relating thereto, attached hereto
      as Exhibit Q.

     

    Interest
      Remittance Amount:
      For any
      Distribution Date, the portion of clauses (i) through (iv) of Available Funds
      that is attributable to interest minus the sum of the amounts included in
      clauses (v) (insofar as such amounts relate to reimbursement for advances of
      delinquent interest), (vi) and (vii) of Available Funds.

     

    Late
      Payment Rate:
      With
      respect to the Policy, the lesser of (a) the greater of (i) the per annum rate
      of interest published in the Wall
      Street Journal
      from
      time to time as the “prime rate” plus 3%, and (ii) the then applicable highest
      rate of interest on the Class A Certificates and (b) the maximum rate
      permissible under applicable usury or similar laws limiting interest rates,
      as
      determined by the Certificate Insurer. The Late Payment Rate shall be computed
      on the basis of the actual number of days elapsed over a year of 360
      days.

     

    Lender
      PMI Loan:
      Any
      Mortgage Loan with respect to which the related lender rather than the related
      borrower acquired primary mortgage guaranty insurance and charged the related
      borrower an interest premium. 

     

    LIBOR:
      For any
      Interest Accrual Period for the Class A Certificates, the rate determined by
      the
      Trustee on the related LIBOR Determination Date on the basis of the offered
      rate
      for one-month U.S. dollar deposits that appears on Telerate Page 3750 as of
      11:00 a.m. (London time) on that
      date. If the
      rate
      does not appear on Telerate Page 3750, the rate for that
      date
      will be
      determined on the basis of the rates at which one-month U.S. dollar deposits
      are
      offered by the Reference Banks at approximately 11:00 a.m. (London time) on
      that
      date
      to prime
      banks in the London interbank market. In that case, the Trustee will request
      the
      principal London office of each of the Reference Banks to provide a quotation
      of
      its rate. If at least two quotations are so provided, the rate for that date
      will be the arithmetic mean of the quotations (rounded upwards if necessary
      to
      the nearest whole multiple of 1/16%). If fewer than two quotations are provided
      as requested, the rate for that date will be the arithmetic mean of the rates
      quoted by major banks in New York City, selected by the Servicer, at
      approximately 11:00 a.m. (New York City time) on that
      date
      for
      one-month U.S. dollar loans to leading European banks.

     

    LIBOR
      Determination Date: For
      any
      Interest Accrual Period for the Class A Certificates, the second London Business
      Day preceding the commencement of the Interest Accrual Period.

     

    Liquidated
      Mortgage Loan:
      For any
      Distribution Date, a defaulted Mortgage Loan (including any REO Property) that
      was liquidated in the calendar month preceding the month of the Distribution
      Date and as to which the Servicer has certified (in accordance with this
      Agreement) that it has received all amounts it expects to receive in connection
      with the liquidation of the Mortgage Loan, including the final disposition
      of an
      REO Property.

     

    Liquidation
      Proceeds:
      Amounts, including Insurance Proceeds regardless of when received, received
      in
      connection with the partial or complete liquidation of defaulted Mortgage Loans,
      whether through trustee’s sale, foreclosure sale, or otherwise or amounts
      received in connection with any condemnation or partial release of a Mortgaged
      Property, and any other proceeds received in connection with an REO Property,
      less the sum of related unreimbursed Servicing Fees, Servicing Advances and
      Advances.

     

    Loan-to-Value
      Ratio:
      For any
      Mortgage Loan and as of any date of determination, the fraction whose numerator
      is the principal balance of the related Mortgage Loan at that
      date
      of
      determination and whose denominator is the Collateral Value of the related
      Mortgaged Property.

     

    London
      Business Day: Any
      day
      on which dealings in deposits of United States dollars are transacted in the
      London interbank market.

     

    Lost
      Mortgage Note:
      Any
      Mortgage Note the original of which was permanently lost or destroyed and has
      not been replaced.

     

    Majority
      in Interest:
      As to
      any Class of Regular Certificates, the Holders of Certificates of such Class
      evidencing, in the aggregate, at least 51% of the Percentage Interests evidenced
      by all Certificates of such Class.

     

    Marker
      Rate:
      With
      respect to the Class C Certificates and any Distribution Date, a per annum
      rate
      equal to two (2) times the weighted average of the REMIC III Remittance Rates
      for each REMIC III Regular Interest (other than REMIC III Regular Interest
      LTII-AA, LTII-IO and LTII-AIO) subject to a cap (for each such REMIC III Regular
      Interest other than REMIC III Regular Interest LTII-ZZ) equal to the
      Pass-Through Rate for the Corresponding Certificate for the purpose of this
      calculation: with the rate on REMIC III Regular Interest LTII-ZZ subject to
      a
      cap of zero for the purpose of this calculation; provided, however, that solely
      for this purpose, calculations of the REMIC III Remittance Rate and the related
      caps with respect to each such REMIC III Regular Interest, other than REMIC
      III
      Regular Interest LTII-ZZ, shall be multiplied by a fraction, the numerator
      of
      which is the actual number of days in the Interest Accrual Period and the
      denominator of which is 30.

     

    Maximum
      Insured Amount:
      $449,550,000 in respect of principal plus interest thereon calculated at the
      applicable Pass-Through Rate for the Class A Certificates plus interest on
      the
      Notional Amount of the Class A-IO Certificates calculated at the applicable
      Pass-Through Rate.

     

    MERS:
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    MERS
      Mortgage Loan:
      Any
      Mortgage Loan registered with MERS on the MERS® System.

     

    MERS®
      System:
      The
      system of recording transfers of mortgages electronically that is maintained
      by
      MERS.

     

    MIN:
      The
      mortgage identification number for any MERS Mortgage Loan.

     

    MOM
      Loan:
      Any
      Mortgage Loan as to which MERS is acting as mortgagee, solely as nominee for
      the
      originator of such Mortgage Loan and its successors and assigns.

     

    Monthly
      Statement:
      The
      statement prepared by the Trustee pursuant to Section 4.03.

     

    Moody’s:
      Moody’s
      Investors Service, Inc., or its successors in interest. If Moody’s is designated
      as a Rating Agency in the Preliminary Statement, for purposes of Section
      10.05(b) the address for notices to Moody’s shall be Moody’s Investors Service,
      Inc., 99 Church Street, New York, New York 10007, Attention: Residential Loan
      Monitoring Group, or any other address that Moody’s furnishes to the Depositor
      and the Servicer.

     

    Mortgage:
      The
      mortgage, deed of trust, or other instrument creating a lien on an estate in
      fee
      simple or leasehold interest in real property securing a Mortgage
      Note.

     

    Mortgage
      File:
      The
      mortgage documents listed in Section 2.01 pertaining to a particular Mortgage
      Loan and any additional documents delivered to the Trustee to be added to the
      Mortgage File pursuant to this Agreement.

     

    Mortgage
      Loans:
      Such of
      the Mortgage Loans transferred and assigned to the Trustee pursuant to this
      Agreement (including the Delayed Delivery Mortgage Loans), as from time to
      time
      are held as a part of the Trust Fund (including any REO Property), the Mortgage
      Loans so held being identified on the Mortgage Loan Schedule, notwithstanding
      foreclosure or other acquisition of title of the related Mortgaged
      Property.

     

    Mortgage
      Loan Schedule:
      As of
      any date, the list of Mortgage Loans in Schedule I included in the Trust Fund
      on
      such
      date.
      The
      Mortgage Loan Schedule shall be prepared by the Seller and shall contain the
      following information with respect to each Mortgage Loan:

     

    
      	
              (i)

               

            	
              the
                loan number;

               

            
	
              (ii)

               

            	
              the
                zip code of the Mortgaged Property;

               

            
	
              (iii)

               

            	
              the
                maturity date;

               

            
	
              (iv)

               

            	
              the
                original principal balance;

               

            
	
              (v)

               

            	
              the
                Cut-off Date Principal Balance;

               

            
	
              (vi)

               

            	
              the
                first payment date of the Mortgage Loan;

               

            
	
              (vii)

               

            	
              the
                Scheduled Payment in effect as of the applicable Cut-off
                Date;

               

            
	
              (viii)

               

            	
              the
                Loan-to-Value Ratio at origination;

               

            
	
              (ix)

               

            	
              a
                code indicating whether the residential dwelling at the time of
                origination was represented to be owner-occupied;

               

            
	
              (x)

               

            	
              a
                code indicating whether the residential dwelling is either (a) a
                detached
                single family dwelling, (b) a townhouse, (c) a dwelling in a PUD,
                (d) a
                condominium unit or (e) a two- to four-unit residential
                property;

               

            
	
              (xi)

               

            	
              the
                Mortgage Rate in effect immediately following: (a) the applicable
                date of
                origination and (b) the applicable Cut-off Date;

               

            
	
              (xii)

               

            	
              the
                purpose for the Mortgage Loan;

               

            
	
              (xiii)

               

            	
              the
                type of documentation program pursuant to which the Mortgage Loan
                was
                originated;

               

            
	
              (xiv)

               

            	
              a
                code indicating whether the Mortgage Loan is a borrower-paid mortgage
                insurance loan;

               

            
	
              (xv)

               

            	
              [reserved];

               

            
	
              (xvi)

               

            	
              a
                code indicating whether the Mortgage Loan is a Lender PMI
                Loan;

               

            
	
              (xvii)

               

            	
              the
                coverage amount of any mortgage insurance;

               

            
	
              (xviii)

               

            	
              with
                respect to the Lender PMI Loans, the related interest
                premium;

               

            
	
              (xix)

               

            	
              A
                code indicating whether the Mortgage Loan is a Delayed Delivery Mortgage
                Loan;

               

            
	
              (xx)

               

            	
              A
                code indicating whether the Mortgage Loan is a MERS Mortgage Loan;
                

               

            
	
              (xxi)

               

            	
              A
                code indicating the term, if any, of a Prepayment Charge; and

               

            
	
              (xxii)

               

            	
              A
                code/notation indicating whether a loan is a Covered Mortgage
                Loan

               

            


    

    


    The
      schedule shall also state the total of amounts described under (v) above for
      all
      of the Mortgage Loans.

     

    Mortgage
      Note:
      The
      original executed note or other evidence of the indebtedness of a Mortgagor
      under a Mortgage Loan.

     

    Mortgage
      Rate:
      The
      annual rate of interest borne by a Mortgage Note from time to time
      minus any
      interest premium if the applicable Mortgage Note relates to a Lender PMI Loan,
      if any.

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligors on a Mortgage Note.

     

    Net
      Interest Shortfalls:
      As
      defined in Section 4.04 hereof.

     

    Net
      Prepayment Interest Shortfall:
      For any
      Distribution Date, the excess of the Prepayment Interest Shortfalls for such
      Distribution Date over the Compensating Interest for such Distribution
      Date.

     

    Net
      Swap Payment:
      With
      respect to each Distribution Date, the net payment required to be made pursuant
      to the terms of the Interest Rate Swap Agreement by either the Swap Provider
      or
      the Supplemental Interest Trust, which net payment shall not take into account
      any Swap Termination Payment.

     

    Net
      WAC Cap:
      With
      respect to any distribution date, will be the per annum rate (subject to
      adjustment based on the actual number of days elapsed in the related Interest
      Accrual Period) equal to the weighted average of the Expense Adjusted Net
      Mortgage Rates of the Mortgage Loans (weighted based on the Stated Principal
      Balances of the Mortgage Loans as of the first day of the related Remittance
      Period, adjusted to reflect unscheduled principal payments made thereafter
      that
      were included in the Principal Distribution Amount on the immediately preceding
      distribution date) minus the sum of (i) the Premium Rate multiplied by a
      fraction, the numerator of which is the Class Certificate Balance of the Class
      A
      Certificates immediately prior to such distribution date and the denominator
      of
      which is the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      first day of the related Remittance Period, adjusted to reflect unscheduled
      principal payments made thereafter that were included in the Principal
      Distribution Amount on the immediately preceding distribution date, (ii) the
      stated Pass-Through Rate on the Class A-IO Certificates multiplied by a
      fraction, the numerator of which is the Notional Balance immediately prior
      to
      such distribution date and the denominator of which is the aggregate Stated
      Principal Balance of the Mortgage Loans as of the first day of the related
      Remittance Period, adjusted to reflect unscheduled principal payments made
      thereafter that were included in the Principal Distribution Amount on the
      immediately preceding distribution date and (iii) the Swap Expense
      Rate. For
      federal income tax purposes, the economic equivalent of such rate shall be
      expressed as the product of (x) the weighted average of the REMIC III Remittance
      Rates on REMIC III Regular Interest LTII-AA, REMIC III Regular Interest LTII-A
      and REMIC III Regular Interest LTII-ZZ, weighted on the basis of the
      Uncertificated Balance of each such REMIC III Regular Interest for such
      Distribution Date and (y) a fraction, the numerator of which is 30 and the
      denominator of which is the actual number of days in the related Interest
      Accrual Period.

     

    Net
      WAC Cap Carry Forward Amount:
      For the
      Class A Certificates and any Distribution Date, an amount equal to the aggregate
      amount of Net WAC Shortfall for such Distribution Date, plus any unpaid Net
      WAC
      Shortfall from prior Distribution Dates (and interest accrued thereon at the
      then applicable Pass-Through Rate on the Class A Certificates, without giving
      effect to the Net WAC Cap). 

     

    Net
      WAC Shortfall:
      For the
      Class A Certificates and any Distribution Date on which the Pass-Through Rate
      is
      the Net WAC Cap, an amount equal to excess of (x) the amount of interest the
      Class A Certificates would have accrued for such Distribution Date had such
      Pass-Through Rate not been limited by the Net WAC Cap over (y) the amount of
      interest the Class A Certificates accrued for such Distribution Date at the
      Net
      WAC Cap.

     

    Nonrecoverable
      Advance:
      Any
      portion of an Advance previously made or proposed to be made by the Servicer,
      that, in the good faith judgment of the Servicer, will not be ultimately
      recoverable by the Servicer from the related Mortgagor or related Liquidation
      Proceeds or otherwise from collections related to the Mortgage
      Loan.

     

    Nonrecoverable
      Servicing Advance: Any
      portion of a Servicing Advance previously made or proposed to be made by the
      Servicer, that, in the good faith judgment of the Servicer, will not be
      ultimately recoverable by the Servicer from the related Mortgagor or related
      Liquidation Proceeds or otherwise from collections related to the Mortgage
      Loan.

     

    Notice
      of Final Distribution:
      The
      notice to be provided pursuant to Section 9.02, to the effect that final
      distribution on any of the Certificates shall be made only on its presentation
      and surrender.

     

    Notional
      Amount:
      With
      respect to the Class C Certificate and any Distribution Date, the aggregate
      Uncertificated Balance of the REMIC III Regular Interests (other than REMIC
      III
      Regular Interest LTII-P, REMIC Regular Interest LTII-AIO and REMIC Regular
      Interest LTII-IO) immediately prior to Distribution Date. With respect to the
      Class A-IO Certificates and
      the
      Interest Accrual Period for any Distribution Date (x) on or prior to the
      February 2008 Distribution Date, the lesser of $45,000,000 and the aggregate
      principal balance of the Mortgage Loans and (y) after the Distribution Date
      occurring in February 2008, zero.
      For
      federal income tax purposes, the Class A-IO Certificates will not have a
      Notional Amount, but will be entitled to 100% of all amounts distributed on
      the
      REMIC III Regular Interest LTII-AIO.

     

    Offered
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Officer’s
      Certificate:
      A
      certificate (i) signed by the Chairman of the Board, the Vice Chairman of the
      Board, the President, a Managing Director, a Vice President (however
      denominated), an Assistant Vice President, the Treasurer, the Secretary, or
      one
      of the Assistant Treasurers or Assistant Secretaries of the Depositor or the
      Servicer, or (ii) if provided for in this Agreement, signed by a Servicing
      Officer, as the case may be, and delivered to the Depositor, the Certificate
      Insurer and the Trustee as required by this Agreement.

     

    Opinion
      of Counsel:
      For the
      interpretation or application of the REMIC Provisions, counsel must (i) in
      fact
      be independent of the Depositor and the Servicer, (ii) not have any direct
      financial interest in the Depositor or the Servicer or in any affiliate of
      either, and (iii) not be connected with the Depositor or the Servicer as an
      officer, employee, promoter, underwriter, trustee, partner, director, or person
      performing similar functions. Otherwise, Opinion of Counsel is a written opinion
      of counsel, who may be counsel for the Depositor or the Servicer, including
      in-house counsel, reasonably acceptable to the Trustee and the Certificate
      Insurer.

     

    Optional
      Termination:
      The
      termination of the Trust Fund created hereunder in connection with the purchase
      of the Mortgage Loans pursuant to Section 9.01(a).

     

    Optional
      Termination Date:
      The
      Distribution Date following the last day of the related Remittance Period on
      which the aggregate Stated Principal Balance of the Mortgage Loans and any
      REO
      Property declines to less than 10% of the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    OTS:
      The
      Office of Thrift Supervision.

     

    Outstanding:
      For the
      Certificates as of any date of determination, all Certificates theretofore
      executed and authenticated under this Agreement except (i) Certificates
      theretofore canceled by the Trustee or delivered to the Trustee for cancellation
      and (ii) Certificates in exchange for which or in lieu of which other
      Certificates have been executed and delivered by the Trustee pursuant to this
      Agreement; provided however, that Certificates which have been paid with
      proceeds of the Policy shall continue to remain Outstanding for purposes of
      this
      Agreement until the Certificate Insurer has been paid as a subrogee under the
      Insurance Agreement or the Certificate Insurer has been reimbursed pursuant
      to
      the Insurance Agreement, as evidenced by a written notice from the Insurer
      delivered to the Trustee, and the Certificate Insurer shall be deemed to be
      a
      Holder thereof to the extent of any payments made by the Certificate
      Insurer.

     

    Outstanding
      Mortgage Loan:
      As of
      any Due Date, a Mortgage Loan with a Stated Principal Balance greater than
      zero
      that was not the subject of a Principal Prepayment in Full before the Due Date
      or during the Prepayment Period related to that Due Date and that did not become
      a Liquidated Mortgage Loan before the Due Date.

     

    Overcollateralization
      Amount:
      For any
      Distribution Date, the excess of (i) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the Distribution Date over (ii) the Class Certificate
      Balance of the Class A Certificates and Class P Certificates on such
      Distribution Date (assuming 100% of the Principal Remittance Amount is
      distributed to the Class A Certificates on such Distribution Date).

     

    Ownership
      Interest:
      As to
      any Residual Certificate, any ownership interest in the Certificate, including
      any interest in the Certificate as its Holder and any other interest therein,
      whether direct or indirect, legal or beneficial.

     

    Pass-Through
      Margin:
      With
      respect to the Class of Class A Certificates 0.150% for the Interest Accrual
      Period for each Distribution Date on or prior to the Optional Termination Date
      and 0.300% for each other Interest Accrual Period. 

     

    Pass-Through
      Rate: With
      respect to the Class A Certificates and any Distribution Date, the lesser of
      (x)
      LIBOR plus the Pass-Through Margin for such Distribution Date and (y) the Net
      WAC Cap for such Distribution Date.

     

    With
      respect to the Class A-IO Certificates and any Distribution Date (x) on or
      prior
      to the February 2008 Distribution Date, 3.20% per annum and (y) after the
      February 2008 Distribution Date, zero.

     

    With
      respect to the Class C Certificates and any Distribution Date, a rate per annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      (x)
      the sum of interest on the Uncertificated Balance of each REMIC III Regular
      Interest listed in clause (y) at a rate equal to the related REMIC III
      Remittance Rate minus the Marker Rate and the denominator of which is (y) the
      aggregate Uncertificated Balance of REMIC III Regular Interest LTII-AA, LTII-A
      and LII-TZZ. 

     

    The
      Class
      IO Interest will be entitled to 100% of the amounts distributed on REMIC III
      Regular Interest LTII-IO.

     

    Percentage
      Interest:
      As to
      any Certificate, the percentage interest evidenced thereby in distributions
      required to be made on the related Class, such percentage interest being stated
      on its face or equal to the percentage obtained by dividing the Denomination
      of
      the Certificate by the aggregate of the Denominations of all Certificates of
      the
      same Class.

     

    Permitted
      Investments:
      At any
      time, any of the following:

     

    (i)  obligations
      of the United States or any agency thereof backed by the full faith and credit
      of the United States;

     

    (ii)  general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or any lower rating that will not result in the downgrading
      or
      withdrawal of the ratings then assigned to the Certificates by the Rating
      Agencies (determined without regard to the Policy), as evidenced by a signed
      writing delivered by each Rating Agency;

     

    (iii)  commercial
      or finance company paper that is then receiving the highest commercial or
      finance company paper rating of each Rating Agency, or any lower rating that
      will not result in the downgrading or withdrawal of the ratings then assigned
      to
      the Certificates by the Rating Agencies (without regard to the Policy), as
      evidenced by a signed writing delivered by each Rating Agency;

     

    (iv)  certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal or state banking authorities; provided, that the commercial paper
      or
      long-term unsecured debt obligations of the depository institution or trust
      company (or in the case of the principal depository institution in a holding
      company system, the commercial paper or long-term unsecured debt obligations
      of
      the holding company, but only if Moody’s is not a Rating Agency) are then rated
      one of the two highest long-term and the highest short-term ratings of each
      Rating Agency for the securities, or any lower rating that will not result
      in
      the downgrading or withdrawal of the ratings then assigned to the Certificates
      by the Rating Agencies (without regard to the Policy), as evidenced by a signed
      writing delivered by each Rating Agency;

     

    (v)  demand
      or
      time deposits or certificates of deposit issued by any bank or trust company
      or
      savings institution to the extent that the deposits are fully insured by the
      FDIC;

     

    (vi)  guaranteed
      reinvestment agreements issued by any bank, insurance company, or other
      corporation acceptable to the Rating Agencies at the time of the issuance of
      the
      agreements, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (vii)  repurchase
      obligations with respect to any security described in clauses (i) and (ii)
      above, in either case entered into with a depository institution or trust
      company (acting as principal) described in clause (iv) above; provided, that
      such repurchase obligation would be accounted for as a financing arrangement
      under generally accepted accounting principles;

     

    (viii)  securities
      (other than stripped bonds, stripped coupons, or instruments sold at a purchase
      price in excess of 115% of their face amount) bearing interest or sold at a
      discount, issued by any corporation incorporated under the laws of the United
      States or any state thereof, that, at the time of the investment, have one
      of
      the two highest ratings of each Rating Agency (except that if the Rating Agency
      is Moody’s, the rating shall be the highest commercial paper rating of Moody’s
      for the securities), or any lower rating that will not result in the downgrading
      or withdrawal of the ratings then assigned to the Certificates by the Rating
      Agencies (without regard to the Policy), as evidenced by a signed writing
      delivered by each Rating Agency;

     

    (ix)  units
      of
      a taxable money-market portfolio having the highest rating assigned by each
      Rating Agency and restricted to obligations issued or guaranteed by the United
      States of America or entities whose obligations are backed by the full faith
      and
      credit of the United States of America and repurchase agreements collateralized
      by such obligations; and

     

    (x)  any
      other
      investments bearing interest or sold at a discount acceptable to the Rating
      Agencies that will not result in the downgrading or withdrawal of the ratings
      then assigned to the Certificates by the Rating Agencies (without regard to
      the
      Policy), as evidenced by a signed writing delivered by each Rating
      Agency.

     

    No
      Permitted Investment may (i) evidence the right to receive interest only
      payments with respect to the obligations underlying the instrument, (ii) be
      sold
      or disposed of before its maturity or (iii) be any obligation of the Seller
      or
      any of its Affiliates. Any Permitted Investment shall be relatively risk free
      and no options or voting rights shall be exercised with respect to any Permitted
      Investment. Any Permitted Investment shall be sold or disposed of in accordance
      with Statement of Financial Accounting Standards No. 140, paragraph 35c(6),
      in
      effect as of the Closing Date.

     

    Permitted
      Transferee:
      Any
      Person other than (i) the United States, any State or political subdivision
      thereof, or any agency or instrumentality of any of the foregoing; (ii) a
      foreign government, International Organization, or any agency or instrumentality
      of either of the foregoing; (iii) an organization (except certain farmers’
cooperatives described in Section 521 of the Code) that is exempt from tax
      imposed by Chapter 1 of the Code (including the tax imposed by Section 511
      of
      the Code on unrelated business taxable income) on any excess inclusions (as
      defined in Section 860E(c)(1) of the Code) with respect to any Residual
      Certificate; (iv) rural electric and telephone cooperatives described in Section
      1381(a)(2)(C) of the Code; (v) an “electing large partnership” as defined in
      Section 775 of the Code; (vi) a Person that is not a U.S. Person and (vii)
      any
      other Person so designated by the Depositor based on an Opinion of Counsel
      that
      the Transfer of an Ownership Interest in a Residual Certificate to the Person
      may cause any REMIC created under this Agreement to fail to qualify as a REMIC
      at any time that the Certificates are outstanding. The terms “United
      States,”
      “State,”
and
      “International
      Organization”
have
      the meanings in Section 7701 of the Code or successor provisions. A corporation
      will not be treated as an instrumentality of the United States or of any State
      or political subdivision thereof for these purposes if all of its activities
      are
      subject to tax and, with the exception of the FHLMC, a majority of its board
      of
      directors is not selected by such government unit.

     

    Person:
      Any
      individual, corporation, partnership, joint venture, association, limited
      liability company, joint-stock company, trust, unincorporated organization
      or
      government, or any agency or political subdivision thereof.

     

    Policy:
      The
      certificate guaranty insurance policy (policy # 491720) relating to the Offered
      Certificates dated the Closing Date and issued by the Certificate
      Insurer.

     

    Pool
      Insurer:
      Radian
      Insurance Inc., a Pennsylvania domiciled and licensed insurer, or its successor
      in interest.

     

    Pool
      Policy:
      The
      mortgage pool insurance policy (policy # R0150280) with an effective date of
      February 14, 2007 and issued by the Pool Insurer.

     

    Pool
      Policy Reserve Account: The
      separate and Eligible Account created and maintained by the Trustee pursuant
      to
      Section 4.10 in the name of the Trustee for the benefit of the Pool Insurer
      and
      designated “Deutsche Bank National Trust Company in trust for Radian Insurance
      Inc.” Funds in the Pool Policy Reserve Account shall be held in trust for the
      Pool Insurer for the uses and purposes set forth in this Agreement. The Pool
      Policy Reserve Account will not be an asset of any REMIC. For the avoidance
      of
      doubt, funds in the Pool Policy Reserve Account will not be included in
“Available Funds.”

     

    Pool
      Stated Principal Balance:
      As to
      any Distribution Date, the aggregate Stated Principal Balance of the Outstanding
      Mortgage Loans on the last day of the related Remittance Period (after giving
      effect to Principal Prepayments received in the Prepayment Period related to
      that prior Due Date).

     

    Preference
      Amount: As
      defined in the Policy.

     

    Premium
      Rate:
      For any
      Distribution Date, 0.22% per annum.

     

    Prepayment
      Charge:
      As to a
      Mortgage Loan, any charge paid by a Mortgagor in connection with certain partial
      prepayments and all prepayments in full made within the related Prepayment
      Charge Period, the Prepayment Charges with respect to each applicable Mortgage
      Loan so held by the Trust Fund being identified in the Prepayment Charge
      Schedule.

     

    Prepayment
      Charge Period:
      As to
      any Mortgage Loan, the period of time during which a Prepayment Charge may
      be
      imposed.

     

    Prepayment
      Charge Schedule:
      As of
      any date, the list of Prepayment Charges included in the Trust Fund on
that
      date
      (including the prepayment charge summary attached thereto). The Prepayment
      Charge Schedule shall contain the following information with respect to each
      Prepayment Charge:

     

    (i)  the
      Mortgage Loan account number;

     

    (ii)  a
      code
      indicating the type of Prepayment Charge;

     

    (iii)  the
      state
      of origination in which the related Mortgaged Property is located;

     

    (iv)  the
      first
      date on which a monthly payment is or was due under the related Mortgage
      Note;

     

    (v)  the
      term
      of the Prepayment Charge;

     

    (vi)  the
      original principal amount of the related Mortgage Loan; and

     

    (vii)  the
      Cut-off Date Principal Balance of the related Mortgage Loan.

     

    The
      Prepayment Charge Schedule shall be amended from time to time by the Servicer
      in
      accordance with this Agreement.

     

    Prepayment
      Interest Excess:
      As to
      any Principal Prepayment received by the Servicer on a Mortgage Loan from the
      first day through the fifteenth day of any calendar month other than February
      2007, all amounts paid by the related Mortgagor in respect of interest on such
      Principal Prepayment. All Prepayment Interest Excess shall be retained by the
      Servicer as additional servicing compensation.

     

    Prepayment
      Interest Shortfall:
      As to
      any Distribution Date, Mortgage Loan and Principal Prepayment received on or
      after the sixteenth day of the month preceding the month of such Distribution
      Date (or, in the case of the first Distribution Date, on or after February
      1,
      2007) and on or before the last day of the month preceding the month of such
      Distribution Date, the amount, if any, by which one month’s interest at the
      related Mortgage Rate, net of the Servicing Fee Rate, on such Principal
      Prepayment exceeds the amount of interest paid in connection with such Principal
      Prepayment.

     

    Prepayment
      Period:
      As to
      any Distribution Date, the period from and including the 16th
      day of
      the month immediately prior to the month of such Distribution Date (or, in
      the
      case of the first Distribution Date, on February 1, 2007) to and including
      the
      15th
      day of
      the month of such Distribution Date.

     

    Primary
      Insurance Policy:
      Each
      policy of primary mortgage guaranty insurance or any replacement policy therefor
      with respect to any Mortgage Loan.

     

    Principal
      Distribution Amount:
      For
      each Distribution Date, the Principal Remittance Amount for such Distribution
      Date minus the excess, if any, of (x) the sum of any Net Swap Payment owed
      to
      the Swap Provider on that Distribution Date and any Swap Termination Payment
      or
      unpaid portion thereof owed to the Swap Provider on that Distribution Date
      (to
      the extent not paid by the Supplemental Interest Trust Trustee from any upfront
      payment received pursuant to any replacement Interest Rate Swap Agreement that
      may be entered into by the Supplemental Interest Trust Trustee and other than
      a
      Swap Termination Payment resulting from a Swap Provider Trigger Event) over
      (y)
      the Interest Remittance Amount (without taking into account any reduction in
      he
      definition of “Interest Remittance Amount” for clause (vii) of the definition of
“Available Funds”)

     

    Principal
      Prepayment:
      Any
      payment of principal by a Mortgagor on a Mortgage Loan (including the Purchase
      Price of any modified Mortgage Loan purchased pursuant to Section 3.12(c))
      that
      is received in advance of its scheduled Due Date and is not accompanied by
      an
      amount representing scheduled interest due on any date in any month after the
      month of prepayment. The Servicer shall apply partial Principal Prepayments
      in
      accordance with the related Mortgage Note.

     

    Principal
      Prepayment in Full:
      Any
      Principal Prepayment made by a Mortgagor of the entire principal balance of
      a
      Mortgage Loan.

     

    Principal
      Remittance Amount:
      For any
      Distribution Date, the sum of the following amounts (without duplication):
      (i)
      the principal portion of all Scheduled Payments on the Mortgage Loans due during
      the related Remittance Period that were received by the Servicer before the
      related Determination Date or were part of the Advance for the related
      Determination Date; (ii) each Principal Prepayment on a Mortgage Loan received
      by the Servicer during the related Prepayment Period; (iii) the Liquidation
      Proceeds on the Mortgage Loans allocable to principal and Subsequent Recoveries
      actually collected by the Servicer during the preceding calendar month; (iv)
      the
      principal portion of any Substitution Adjustment Amounts in connection with
      a
      substitution of a Mortgage Loan as of the Distribution Date; (v) the principal
      portion of the Purchase Price with respect to each Deleted Mortgage Loan, the
      repurchase obligation for which arose during the preceding calendar month and
      that was repurchased before the related Distribution Account Deposit Date;
      (vi)
      the principal portion of any proceeds from any Primary Insurance Policies on
      the
      Mortgage Loans or the Pool Policy (and not reimbursable to the Seller pursuant
      to Section 2.03(c)) and received during the preceding calendar month and (vii)
      the proceeds received with respect to the termination of the Trust Fund pursuant
      to Section 9.01 (to the extent such proceeds relate to principal).

     

    Private
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Prospectus
      Supplement:
      The
      Prospectus Supplement dated February 13, 2007 relating to the Offered
      Certificates.

     

    PUD:
      Planned
      Unit Development.

     

    Purchase
      Price:
      For any
      Mortgage Loan required to be purchased by the Seller pursuant to Section 2.01,
      2.02, 2.03 or 2.05 or purchased by the Servicer pursuant to Section 3.12, the
      sum of (i) 100% of the unpaid principal balance of the Mortgage Loan on the
      date
      of the purchase; (ii) accrued interest on the Mortgage Loan at the applicable
      Mortgage Rate (or at the applicable Adjusted Mortgage Rate if (x) the purchaser
      is the Servicer or (y) if the purchaser is the Seller and the Seller is the
      Servicer) from the date through which interest was last paid by the Mortgagor
      to
      the Due Date in the month in which the Purchase Price is to be distributed
      to
      Certificateholders, net of any unreimbursed Advances made by the Servicer on
      the
      Mortgage Loan and (iii) any costs and damages incurred by the Trust Fund in
      connection with any violation by the Mortgage Loan of any predatory or abusive
      lending law.

     

    If
      the
      Mortgage Loan is a Mortgage Loan to be repurchased pursuant to Section 3.12,
      the
      interest component of the Purchase Price shall be computed (i) on the basis
      of
      the applicable Adjusted Mortgage Rate before giving effect to the related
      modification and (ii) from the date to which interest was last paid to the
      date
      on which the Mortgage Loan is assigned to the Servicer pursuant to Section
      3.12(c).

     

    Qualified
      Insurer:
      A
      mortgage guaranty insurance company duly qualified as such under the laws of
      the
      state of its principal place of business and each state having jurisdiction
      over
      the insurer in connection with the insurance policy issued by the insurer,
      duly
      authorized and licensed in such states to transact a mortgage guaranty insurance
      business in such states and to write the insurance provided by the insurance
      policy issued by it, approved as an FNMA- or FHLMC-approved mortgage insurer
      or
      having a claims paying ability rating of at least “AA” or an equivalent rating
      by a nationally recognized statistical rating organization. Any replacement
      insurer with respect to a Mortgage Loan must have at least as high a claims
      paying ability rating as the insurer it replaces had on the Closing
      Date.

     

    Rating
      Agency:
      Each of
      the Rating Agencies specified in the Preliminary Statement. If any of them
      or a
      successor is no longer in existence, “Rating
      Agency”
shall
      be the nationally recognized statistical rating organization, or other
      comparable Person, designated by the Depositor (and if rating the Offered
      Certificates, consented to in writing by the Certificate Insurer), notice of
      which designation shall be given to the Trustee. References to a given rating
      or
      rating category of a Rating Agency means the rating category without giving
      effect to any modifiers.

     

    Realized
      Loss:
      The
      excess of the Stated Principal Balance of a defaulted Mortgage Loan over the
      net
      Liquidation Proceeds with respect thereto that are allocated to the principal
      balance of such Mortgage Loan.

     

    Record
      Date:
      For any
      Distribution Date and the Class A Certificates held in book-entry form, the
      close of business on the Business Day before that Distribution Date. For any
      Distribution Date and the Class A-IO Certificates and any Definitive
      Certificate, the close of business on the last Business Day of the month
      preceding the month of that Distribution Date.

     

    Reference
      Bank:
      As
      defined in Section 4.08.

     

    Refinance
      Loan:
      Any
      Mortgage Loan the proceeds of which are used to refinance an existing Mortgage
      Loan.

     

    Regular
      Certificates:
      As
      defined in the Preliminary Statement.

     

    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be published by the Commission or its staff from time
      to
      time.

     

    Reimbursement
      Amount:
      As to
      any Distribution Date, the sum of (x) (i) all Insured Payments paid by the
      Certificate Insurer, but for which the Certificate Insurer has not been
      reimbursed prior to such Distribution Date pursuant to Section 4.02, plus (ii)
      interest accrued on such Insured Payments not previously repaid, calculated
      at
      the Late Payment Rate from the date the Trustee received the related Insured
      Payments or the date such payments were made, and (y) without duplication (i)
      any other amounts then due and owing to the Certificate Insurer under the
      Insurance Agreement, as certified to the Trustee by the Certificate Insurer
      plus
      (ii) interest on such amounts at the Late Payment Rate.

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act.

     

    Relief
      Act Interest Shortfall:
      With
      respect to any Distribution Date and any Mortgage Loan as to which there has
      been a reduction in the amount of interest collectible thereon for the most
      recently ended calendar month as a result of the application of the Relief
      Act
      or similar state laws, the amount, if any, by which (i) interest collectible
      on
      such Mortgage Loan for the most recently ended calendar month is less than
      (ii)
      interest accrued thereon for such month pursuant to the Mortgage
      Note.

     

    REMIC:
      A “real
      estate mortgage investment conduit” within the meaning of Section 860D of the
      Code.

     

    REMIC
      I Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a regular interest in REMIC I. Each REMIC I Regular
      Interest shall accrue interest at the related REMIC I Remittance Rate in effect
      from time to time, and shall be entitled to distributions of principal, subject
      to the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement hereto.


     

    REMIC
      I Remittance Rate:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average of the Expense Adjusted Net Mortgage Rates of the Mortgage Loans minus
      the Adjusted Premium Rate. With respect to each REMIC I Regular Interest ending
      with the designation “A”, a per annum rate equal to the weighted average of the
      Expense Adjusted Net Mortgage Rates of the Mortgage Loans multiplied by 2,
      subject to a maximum rate of 10.90%. With respect to each REMIC I Regular
      Interest ending with the designation “B”, the greater of (x) a per annum rate
      equal to the excess, if any, of (i) 2 multiplied by the weighted average of
      the
      Expense Adjusted Net Mortgage Rates of the Mortgage Loans over (ii) 10.90%
      and
      (y) 0.00%.

     

    REMIC
      II Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC II issued
      hereunder and designated as a regular interest in REMIC II. Each REMIC II
      Regular Interest shall accrue interest at the related REMIC II Remittance Rate
      in effect from time to time, and shall be entitled to distributions of
      principal, subject to the terms and conditions hereof, in an aggregate amount
      equal to its initial Uncertificated Balance as set forth in the Preliminary
      Statement hereto. The REMIC II Regular Interests are as follows: REMIC II
      Regular Interest LTI-A, REMIC II Regular Interest LTI-AIO, REMIC II Regular
      Interest LTI-P and REMIC II Regular Interest LTI-IO.

     

    REMIC
      II Remittance Rate:
      With
      respect to REMIC II Regular Interest LTI-AIO, REMIC II Regular Interest LTI-A,
      REMIC III Regular Interest LTI-AIO and REMIC II Regular Interest LTI-ZZ,
a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC I Regular Interest I, the REMIC I Remittance Rate for such
      REMIC I Regular Interest for each such Distribution Date, (x) with respect
      to
      REMIC I Regular Interests ending with the designation “B”, the weighted average
      of the REMIC I Remittance Rates for such REMIC I Regular Interests, weighted
      on
      the basis of the Uncertificated Balance of such REMIC I Regular Interests for
      each such Distribution Date and (y) with respect to REMIC I Regular Interests
      ending with the designation “A”, for each Distribution Date listed below, the
      weighted average of the rates listed below for each such REMIC I Regular
      Interest listed below, weighted on the basis of the Uncertificated Balance
      of
      each such REMIC I Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interest

            	
              Rate

            
	
              1

            	
              I-1-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	
              2

            	
              I-2-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	
              3

            	
              I-3-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                I Remittance Rate

            
	
              4

            	
              I-4-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                I Remittance Rate

            
	
              5

            	
              I-5-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                I Remittance Rate

            
	
              6

            	
              I-6-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                I Remittance Rate

            
	
              7

            	
              I-7-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                I Remittance Rate

            
	
              8

            	
              I-8-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                I Remittance Rate

            
	
              9

            	
              I-9-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                I Remittance Rate

            
	
              10

            	
              I-10-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                I Remittance Rate

            
	
              11

            	
              I-11-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                I Remittance Rate

            
	
              12

            	
              I-12-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                I Remittance Rate

            
	
              13

            	
              I-13-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                I Remittance Rate

            
	
              14

            	
              I-14-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                I Remittance Rate

            
	
              15

            	
              I-15-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                I Remittance Rate

            
	
              16

            	
              I-16-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                I Remittance Rate

            
	
              17

            	
              I-17-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                I Remittance Rate

            
	
              18

            	
              I-18-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                I Remittance Rate

            
	
              19

            	
              I-19-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                I Remittance Rate

            
	
              20

            	
              I-20-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                I Remittance Rate

            
	
              21

            	
              I-21-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                I Remittance Rate

            
	
              22

            	
              I-22-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	
              23

            	
              I-23-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                I Remittance Rate

            
	
              24

            	
              I-24-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                I Remittance Rate

            
	
              25

            	
              I-25-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                I Remittance Rate

            
	
              26

            	
              I-26-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                I Remittance Rate

            
	
              27

            	
              I-27-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                I Remittance Rate

            
	
              28

            	
              I-28-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                I Remittance Rate

            
	
              29

            	
              I-29-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                I Remittance Rate

            
	
              30

            	
              I-30-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                I Remittance Rate

            
	
              31

            	
              I-31-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                I Remittance Rate

            
	
              32

            	
              I-32-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                I Remittance Rate

            
	
              33

            	
              I-33-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                I Remittance Rate

            
	
              34

            	
              I-34-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                I Remittance Rate

            
	
              35

            	
              I-35-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                I Remittance Rate

            
	
              36

            	
              I-36-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                I Remittance Rate

            
	
              37

            	
              I-37-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                I Remittance Rate

            
	
              38

            	
              I-38-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                I Remittance Rate

            
	
              39

            	
              I-39-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                I Remittance Rate

            
	
              40

            	
              I-40-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	
              41

            	
              I-41-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-40-A

            	
              REMIC
                I Remittance Rate

            
	
              42

            	
              I-42-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-41-A

            	
              REMIC
                I Remittance Rate

            
	
              43

            	
              I-43-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-42-A

            	
              REMIC
                I Remittance Rate

            
	
              44

            	
              I-44-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-43-A

            	
              REMIC
                I Remittance Rate

            
	
              45

            	
              I-45-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-44-A

            	
              REMIC
                I Remittance Rate

            
	
              46

            	
              I-46-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-45-A

            	
              REMIC
                I Remittance Rate

            
	
              47

            	
              I-47-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            
	
              48

            	
              I-48-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-47-A

            	
              REMIC
                I Remittance Rate

            
	
              49

            	
              I-49-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-48-A

            	
              REMIC
                I Remittance Rate

            
	
              50

            	
              I-50-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-49-A

            	
              REMIC
                I Remittance Rate

            
	
              51

            	
              I-51-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-50-A

            	
              REMIC
                I Remittance Rate

            
	
              52

            	
              I-52-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-51-A

            	
              REMIC
                I Remittance Rate

            
	
              53

            	
              I-53-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-52-A

            	
              REMIC
                I Remittance Rate

            
	
              54

            	
              I-54-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-53-A

            	
              REMIC
                I Remittance Rate

            
	
              55

            	
              I-55-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-54-A

            	
              REMIC
                I Remittance Rate

            
	
              56

            	
              I-56-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-55-A

            	
              REMIC
                I Remittance Rate

            
	
              57

            	
              I-57-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-56-A

            	
              REMIC
                I Remittance Rate

            
	
              58

            	
              I-58-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-57-A

            	
              REMIC
                I Remittance Rate

            
	
              59

            	
              I-59-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-58-A

            	
              REMIC
                I Remittance Rate

            
	
              60

            	
              I-60-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-59-A

            	
              REMIC
                I Remittance Rate

            
	
              61

            	
              I-61-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-60-A

            	
              REMIC
                I Remittance Rate

            
	
              62

            	
              I-62-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-61-A

            	
              REMIC
                I Remittance Rate

            
	
              63

            	
              I-63-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-62-A

            	
              REMIC
                I Remittance Rate

            
	
              64

            	
              I-64-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-63-A

            	
              REMIC
                I Remittance Rate

            
	
              65

            	
              I-65-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-64-A

            	
              REMIC
                I Remittance Rate

            
	
              66

            	
              I-66-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-65-A

            	
              REMIC
                I Remittance Rate

            
	
              67

            	
              I-67-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-66-A

            	
              REMIC
                I Remittance Rate

            
	
              68

            	
              I-68-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-67-A

            	
              REMIC
                I Remittance Rate

            
	
              69

            	
              I-69-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-68-A

            	
              REMIC
                I Remittance Rate

            
	
              70

            	
              I-70-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-69-A

            	
              REMIC
                I Remittance Rate

            
	
              71

            	
              I-71-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-70-A

            	
              REMIC
                I Remittance Rate

            
	
              72

            	
              I-72-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-71-A

            	
              REMIC
                I Remittance Rate

            
	
              73

            	
              I-73-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-72-A

            	
              REMIC
                I Remittance Rate

            
	
              74

            	
              I-74-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-73-A

            	
              REMIC
                I Remittance Rate

            
	
              75

            	
              I-75-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-74-A

            	
              REMIC
                I Remittance Rate

            
	
              76

            	
              I-76-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-75-A

            	
              REMIC
                I Remittance Rate

            
	
              77

            	
              I-77-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-76-A

            	
              REMIC
                I Remittance Rate

            
	
              78

            	
              I-78-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-77-A

            	
              REMIC
                I Remittance Rate

            
	
              79

            	
              I-79-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-78-A

            	
              REMIC
                I Remittance Rate

            
	
              80

            	
              I-80-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-79-A

            	
              REMIC
                I Remittance Rate

            
	
              81

            	
              I-81-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-80-A

            	
              REMIC
                I Remittance Rate

            
	
              82

            	
              I-82-A
                through I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-81-A

            	
              REMIC
                I Remittance Rate

            
	
              83

            	
              I-83-A
                and I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-82-A

            	
              REMIC
                I Remittance Rate

            
	
              84

            	
              I-84-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-83-A

            	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-84-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 


    

     

    With
      respect to REMIC II Regular Interest LTI-IO and (a) the first 84 Distribution
      Dates, the excess of (i) the weighted average of the REMIC I Remittance Rates
      for REMIC I Regular Interests ending with the designation “A”, over (ii) 2
      multiplied by Swap LIBOR and (b) thereafter, 0.00%. 

     

    REMIC
      III Interest Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount (subject to adjustment based on
      the
      actual number of days elapsed in the respective Interest Accrual Periods for
      the
      indicated Regular Interests for such Distribution Date) equal to (a) the product
      of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO
      Properties then outstanding and (ii) the REMIC III Remittance Rate for REMIC
      III
      Regular Interest LTII-AA minus the Marker Rate, divided by (b) 12.

     

    REMIC
      III Overcollateralized Amount:
      With
      respect to any date of determination, (i) 1% of the aggregate Uncertificated
      Balance of the REMIC III Regular Interests minus (ii)
      the
      Uncertificated Balance of REMIC III Regular Interest LTII-A in each case as
      of
      such date of determination.

     

    REMIC
      III Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to the product of (i) the
      aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then
      outstanding and (ii) one (1) minus a fraction, the numerator of which is two
      (2)
      times the Uncertificated Balance of REMIC III Regular Interest LTII-A, and
      the
      denominator of which is the aggregate Uncertificated Balance of REMIC III
      Regular Interest LTII-A and REMIC II Regular Interest LTII-ZZ.

     

    REMIC
      III Regular Interest:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a regular interest in REMIC III. Each REMIC III
      Regular Interest shall accrue interest at the related REMIC III Remittance
      Rate
      in effect from time to time, and shall be entitled to distributions of
      principal, subject to the terms and conditions hereof, in an aggregate amount
      equal to its initial Uncertificated Balance as set forth in the Preliminary
      Statement hereto. The REMIC III Regular Interests are as follows: REMIC III
      Regular Interest LTII-AA, REMIC III Regular Interest LTII-A, REMIC III Regular
      Interest LTII-AIO, REMIC III Regular Interest LTII-ZZ and REMIC III Regular
      Interest LTII-IO.

     

    REMIC
      IV Regular Interest:
      Any of
      the separate beneficial ownership interests in REMIC IV issued hereunder and
      designated as a regular interest in REMIC IV. Each REMIC IV Regular Interest
      shall accrue interest at the related Pass-Through Rate in effect from time
      to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial Certificate
      Balance as set forth in the Preliminary Statement hereto. The Class A
      Certificates, the Class A-IO Certificates, the Class C Certificates, the Class
      P
      Certificates and the Class IO Interest represent beneficial ownership interests
      in REMIC IV issued hereunder and are designated as regular interests in REMIC
      IV.

     

    REMIC
      Provisions:
      Provisions of the federal income tax law relating to REMICs, which appear at
      Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
      provisions, and regulations promulgated thereunder, as the foregoing may be
      in
      effect from time to time as well as provisions of applicable state
      laws.

     

    REMIC
      III Remittance Rate: With
      respect to REMIC III Regular Interest LTII-P, a per annum rate equal to the
      Uncertificated REMIC II Remittance Rate on REMIC II Regular Interest LTI-P.
      With
      respect to REMIC III Regular Interest LTII-AA, REMIC III Regular Interest
      LTII-A, and REMIC III Regular Interest LTII-ZZ, a per annum rate (but not less
      than zero) equal to the weighted average of: (x) with respect to REMIC II
      Regular Interest LTI-A, the Uncertificated REMIC II Remittance Rate for such
      REMIC II Regular Interest for each such Distribution Date, and (y) with respect
      to REMIC II Regular Interest LTI-AIO for each Distribution Date listed below,
      the rates listed below:

     

    


    
      	
              Distribution
                Date

            	
              REMIC
                2 Regular Interests

            	
              Rate

            
	
              1-12

            	
              LTI-AIO

            	
              (a)
                Uncertificated REMIC II Remittance Rate over (b) 3.20%

            
	
              13
                and thereafter

            	
              LTI-AIO

            	
              Uncertificated
                REMIC II Remittance Rate

            


    

    


    With
      respect to REMIC III Regular Interest LTII-AIO, (i) for the first twelve
      distribution dates, 3.20% and (ii) thereafter, 0.00%. 

     

    With
      respect to REMIC III Regular Interest LTII-IO, 100% of the amounts distributed
      on REMIC II Regular Interest LTI-IO. 

     

    REMIC
      Regular Interest:
      A REMIC
      I Regular Interest, REMIC II Regular Interest or REMIC III Regular
      Interest.

     

    REMIC
      Remittance Rate:
      The
      REMIC I Remittance Rate, REMIC II Remittance Rate or REMIC III Remittance
      Rate.

     

    Remittance
      Period:
      For any
      Distribution Date, the period commencing on the second day of the month
      preceding the month in which the Distribution Date occurs and ending on the
      first day of the month in which the Distribution Date occurs.

     

    REO
      Property:
      A
      Mortgaged Property acquired by the Trust Fund through foreclosure or
      deed-in-lieu of foreclosure in connection with a defaulted Mortgage
      Loan.

     

    Request
      for Release:
      The
      Request for Release submitted by the Servicer to the Trustee, substantially
      in
      the form of Exhibits M and N, as appropriate.

     

    Required
      Insurance Policy:
      For any
      Mortgage Loan, any insurance policy that is required to be maintained from
      time
      to time under this Agreement, including, for any Covered Mortgage Loan, the
      Pool
      Policy.

     

    Residual
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Responsible
      Officer:
      When
      used with respect to the Trustee or the Supplemental Interest Trust Trustee,
      any
      Vice President (however denominated), any Assistant Vice President, any
      Assistant Secretary, any Assistant Treasurer, any Trust Officer or any other
      officer of the Trustee or the Supplemental Interest Trust Trustee, customarily
      performing functions similar to those performed by any of the above designated
      officers who at such time shall be officers to whom, with respect to a
      particular matter, the matter is referred because of the officer’s knowledge of
      and familiarity with the particular subject and who has direct responsibility
      for the administration of this Agreement.

     

    S&P:
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc. If S&P is designated as a Rating Agency in the Preliminary Statement,
      for purposes of Section 10.05(b) the address for notices to S&P shall be
      Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
      Inc., 55 Water Street, New York, New York 10041, Attention: Mortgage
      Surveillance Monitoring, or any other address that S&P furnishes to the
      Depositor and the Servicer.

     

    Scheduled
      Payment:
      The
      scheduled monthly payment due on a Mortgage Loan allocable to principal and/or
      interest on the Mortgage Loan that, unless otherwise specified herein, shall
      give effect to any related Debt Service Reduction and any Deficient Valuation
      that affects the amount of the monthly payment due on the Mortgage
      Loan.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended.

     

    Seller:
      IndyMac
      Bank, F.S.B., a federal savings bank, and its successors and assigns, in its
      capacity as seller of the Mortgage Loans to the Depositor.

     

    Servicer:
      IndyMac
      Bank, F.S.B., a federal savings bank, and its successors and assigns, in its
      capacity as servicer under this Agreement.

     

    Servicer
      Advance Date:
      As to
      any Distribution Date, 12:30 p.m. (Pacific time) on the Business Day preceding
      the Distribution Date.

     

    Servicing
      Advances:
      All
      customary, reasonable, and necessary “out of pocket” costs and expenses incurred
      in the performance by the Servicer of its servicing obligations, including
      the
      cost of (i)(a) the preservation, restoration, and protection of a Mortgaged
      Property, (b) expenses reimbursable to the Servicer pursuant to Section 3.12
      and
      any enforcement or judicial proceedings, including foreclosures, (c) the
      maintenance and liquidation of any REO Property and (d) compliance with the
      obligations under Section 3.10; and (ii) reasonable compensation to the Servicer
      or its affiliates for acting as broker in connection with the sale of foreclosed
      Mortgaged Properties and for performing certain default management and other
      similar services (including appraisal services) in connection with the servicing
      of defaulted Mortgage Loans. For purposes of clause (ii), only costs and
      expenses incurred in connection with the performance of activities generally
      considered to be outside the scope of customary servicing or servicing duties
      shall be treated as Servicing Advances. The Servicer shall not be required
      to
      make any Nonrecoverable Servicing Advance in respect of a Mortgage Loan or
      REO
      Property.

     

    Servicing
      Criteria:
      The
“servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be
      amended from time to time, or those Servicing Criteria otherwise mutually agreed
      to by IndyMac and the applicable Servicer in response to evolving
      interpretations of Regulation AB and incorporated into a revised Exhibit
      R.

     

    Servicing
      Fee:
      As to
      each Mortgage Loan and any Distribution Date, one month’s interest at the
      related Servicing Fee Rate on the Stated Principal Balance of the Mortgage
      Loan
      as of the Due Date in the prior calendar month or, in the event of any payment
      of interest that accompanies a Principal Prepayment in Full made by the
      Mortgagor, interest at the Servicing Fee Rate on the Stated Principal Balance
      of
      the Mortgage Loan for the period covered by the payment of interest, subject
      to
      reduction as provided in Section 3.15.

     

    Servicing
      Fee Rate:
      For
      each Mortgage Loan, 0.50% per annum.

     

    Servicing
      Officer:
      Any
      officer of the Servicer involved in, or responsible for, the administration
      and
      servicing of the Mortgage Loans whose name and facsimile signature appear on
      a
      list of servicing officers furnished to the Trustee and the Certificate Insurer
      by the Servicer on the Closing Date pursuant to this Agreement, as the list
      may
      from time to time be amended.

     

    Servicer
      Remittance Amount: For
      any
      Distribution Date, is the sum of (i) all scheduled installments of interest
      (net
      of the related Servicing Fees) and principal due on the Due Date on the Mortgage
      Loans in the related Remittance Period and received by the related Determination
      Date, together with any related Advances; (ii) all Insurance Proceeds (including
      those received with respect to the Pool Policy and not reimbursable to the
      Seller pursuant to Section 2.03(c), but excluding those included in Liquidation
      Proceeds), Liquidation Proceeds and Subsequent Recoveries received during the
      preceding calendar month (in each case, net of unreimbursed expenses incurred
      in
      connection with a liquidation or foreclosure and net of the related Excess
      Proceeds), (iii) any premium amounts reimbursed by the Pool Insurer and (iii)
      all partial or full Principal Prepayments on the Mortgage Loans received during
      the related Prepayment Period together with all Compensating Interest on those
      Mortgage Loans and interest paid by the Mortgagors (other than Prepayment
      Interest Excess); minus (iv) amounts in reimbursement for Advances and Servicing
      Advances previously made with respect to the Mortgage Loans, and other expenses
      reimbursable to the Servicer with respect to the Mortgage Loans pursuant to
      this
      Agreement.

     

    Servicing
      Standard:
      That
      degree of skill and care exercised by the Servicer with respect to mortgage
      loans comparable to the Mortgage Loans serviced by the Servicer for itself
      or
      others, including loans subject to a pool policy similar to the Pool
      Policy.

     

    Startup
      Day:
      The
      Closing Date.

     

    Stated
      Principal Balance:
      As to
      any Mortgage Loan and any date of determination, the unpaid principal balance
      of
      such Mortgage Loan as of the immediately preceding Due Date (or such Due Date
      if
      the date of determination is a Due Date), as specified in the amortization
      schedule for such Due Date (before any adjustment to such amortization schedule
      by reason of any moratorium or similar waiver or grace period) after giving
      effect to the sum of: (i) the payment of principal due on such Due Date and
      irrespective of any delinquency in payment by the related Mortgagor, (ii) any
      Liquidation Proceeds allocable to principal received in the prior calendar
      month
      with respect to such Mortgage Loan and (iii) any Principal Prepayments received
      through the last day of the Prepayment Period that includes such Due Date with
      respect to such Mortgage Loan. The Stated Principal Balance as to any Mortgage
      Loan and any date on or following the date on which such Mortgage Loan is a
      Liquidated Mortgage Loan or Charged-off Mortgage Loan will be zero.

     

    Subordinated
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Subsequent
      Recoveries:
      As to
      any Distribution Date, with respect to a Liquidated Mortgage Loan that resulted
      in a Realized Loss in a prior calendar month, unexpected amounts received by
      the
      Servicer (net of any related expenses permitted to be reimbursed pursuant to
      Section 3.09) specifically related to such Liquidated Mortgage
      Loan.

     

    Substitute
      Mortgage Loan:
      A
      Mortgage Loan substituted by the Seller for a Deleted Mortgage Loan that must,
      on the date of substitution, as confirmed in a Request for Release,
      substantially in the form of Exhibit M, (i) have a Stated Principal Balance,
      after deduction of the principal portion of the Scheduled Payment due in the
      month of substitution, not in excess of, and not more than 10% less than, the
      Stated Principal Balance of the Deleted Mortgage Loan; (ii) be accruing interest
      at a rate no lower than and not more than 1% per annum higher than, that of
      the
      Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio no higher than that
      of
      the Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater
      than (and not more than one year less than that of) the Deleted Mortgage Loan;
      (v) not be a cooperative loan and (vi) comply with each representation and
      warranty in Section 2.03.

     

    Substitution
      Adjustment Amount:
      As
      defined in Section 2.03.

     

    Supplemental
      Interest Trust:
      The
      corpus of a trust created pursuant to Section 4.05 of this Agreement and
      designated as the “Supplemental Interest Trust,” consisting of the Interest Rate
      Swap Agreement, the Class IO Interest and the right to receive payments in
      respect of the Class IO Distribution Amount. For the avoidance of doubt, the
      Supplemental Interest Trust does not constitute a part of the Trust
      Fund.

     

    Supplemental
      Interest Trust Trustee:
      The
      trustee on behalf of the Supplemental Interest Trust. Initially, the
      Supplemental Interest Trust Trustee shall be the Trustee. 

     

    Swap
      Expense Fee Rate:
      For any
      Distribution Date, a fraction expressed as a percentage, (i) the numerator
      of
      which is equal to the product of twelve multiplied by any Net Swap Payment
      and
      Swap Termination Payment (to the extent not paid by the Supplemental Interest
      Trust Trustee from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Supplemental
      Interest Trust Trustee and only if such Swap Termination Payment was not due
      to
      a Swap Provider Trigger Event with respect to the Swap Provider) made to the
      Swap Provider and (ii) the denominator of which is equal to the aggregate Stated
      Principal Balance of the Mortgage Loans as of the first day of the related
      Remittance Period, adjusted to reflect unscheduled principal payments made
      thereafter that were included in the Principal Distribution Amount on the
      immediately preceding Distribution Date.

     

    Swap
      LIBOR:
      One-Month LIBOR as determined pursuant to the Interest Rate Swap
      Agreement.

     

    Swap
      Provider:
      The
      party to the Interest Rate Swap Agreement either (a) entitled to receive
      payments from the Supplemental Interest Trust or (b) required to make payments
      to the Supplemental Interest Trust, in either case pursuant to the terms of
      the
      Interest Rate Swap Agreement, and any successor in interest or assign.
      Initially, the Swap Provider shall be Bear Stearns Financial Products,
      Inc.

     

    Swap
      Provider Trigger Event:
      A Swap
      Provider Trigger Event shall have occurred if any of an Event of Default (under
      the Interest Rate Swap Agreement) with respect to which the Swap Provider is
      a
      Defaulting Party, a Termination Event (under the Interest Rate Swap Agreement)
      with respect to which the Swap Provider is the sole Affected Party or an
      Additional Termination Event (under the Interest Rate Swap Agreement) with
      respect to which the Swap Provider is the sole Affected Party has
      occurred.

     

    Swap
      Termination Payment:
      Upon
      the designation of an “Early Termination Date” as defined in the Interest Rate
      Swap Agreement, the payment to be made by the Supplemental Interest Trust to
      the
      Swap Provider, or by the Swap Provider to the Supplemental Interest Trust,
      as
      applicable, pursuant to the terms of the Interest Rate Swap
      Agreement.

     

    Telerate
      Page 3750:
      The
      display page currently so designated by Moneyline Telerate Information Services,
      Inc. (or on any page replacing that page on that service for the purpose of
      displaying London inter-bank offered rates of major banks).

     

    Termination
      Price:
      As
      defined in the Interest Rate Swap Agreement. 

     

    Total
      Monthly Excess Spread:
      For any
      Distribution Date, Available Funds for such Distribution Date minus amounts
      paid
      on such Distribution Date pursuant to Section 4.02(A) through (D).

     

    Transfer:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a Residual
      Certificate.

     

    Trust: The
      trust
      created under this Agreement.

     

    Trust
      Fund:
      The
      corpus of the Trust consisting of REMIC I, REMIC II, REMIC III, REMIC IV and
      the
      Excess Reserve Fund Account.

     

    Trust
      REMIC:
      Any of
      REMIC I, REMIC II, REMIC III or REMIC IV.

     

    Trustee:
      Deutsche Bank National Trust Company and its successors and, if a successor
      trustee is appointed under this Agreement, such successor.

     

    Trustee
      Fee:
      As
      to
      each Mortgage Loan and any Distribution Date, one month’s interest at the
      Trustee Fee Rate on the Stated Principal Balance of the Mortgage Loan as of
      the
      Due Date occurring in the preceding calendar month (or, whenever a payment
      of
      interest accompanies a Principal Prepayment in Full made by the Mortgagor during
      the preceding calendar month, interest at the Trustee Fee Rate on the Stated
      Principal Balance of the Mortgage Loan for the period covered by the payment
      of
      interest). 

     

    Trustee
      Fee Rate:
      0.0075%
      per annum.

     

    Uncertificated
      Balance:
      The
      amount of any REMIC Regular Interest outstanding as of any date of
      determination. As of the Closing Date, the Uncertificated Balance of each REMIC
      Regular Interest shall equal the amount set forth in the Preliminary Statement
      hereto as its initial uncertificated balance. On each Distribution Date, the
      Uncertificated Balance of each REMIC Regular Interest shall be reduced by all
      distributions of principal made on such REMIC Regular Interest on such
      Distribution Date pursuant to Section 4.09 and, if and to the extent necessary
      and appropriate, shall be further reduced on such Distribution Date by Realized
      Losses as provided in Section 4.09. The Uncertificated Balance of REMIC III
      Regular Interest LTII-ZZ shall be increased by interest deferrals as provided
      in
      Section 4.09. The Uncertificated Balance of each REMIC Regular Interest shall
      never be less than zero. 

     

    Uncertificated
      Interest:
      With
      respect to any REMIC Regular Interest for any Distribution Date, one month’s
      interest at the REMIC Remittance Rate applicable to such REMIC Regular Interest
      for such Distribution Date, accrued on the Uncertificated Balance or
      Uncertificated Notional Amount thereof immediately prior to such Distribution
      Date. Uncertificated Interest in respect of any REMIC Regular Interest shall
      accrue on the basis of a 360-day year consisting of twelve 30-day months.
      Uncertificated Interest with respect to each Distribution Date, as to any REMIC
      Regular Interest, shall be reduced by an amount equal to the sum of (a) the
      aggregate Prepayment Interest Shortfalls, if any, for such Distribution Date
      to
      the extent not covered pursuant to Section 3.15 and (b) the aggregate amount
      of
      any Relief Act Interest Shortfalls, if any, in each case in the manner and
      priority described below.

     

    In
      addition, Uncertificated Interest with respect to each Distribution Date, as
      to
      any REMIC Regular Interest, shall be reduced by Realized Losses, if any,
      allocated to such REMIC Regular Interest as described above and pursuant to
      Section 4.04.

     

    Uncertificated
      Notional Amount:
      With
      respect to REMIC II Regular Interest LTI-IO and each Distribution Date listed
      below, the aggregate Uncertificated Balance of the REMIC I Regular Interests
      ending with the designation “A” listed below:

     

    
      	
              Distribution
                Date

            	
              REMIC
                I Regular Interests

            
	
              1

            	
              I-1-A
                through I-84-A

            
	
              2

            	
              I-2-A
                through I-84-A

            
	
              3

            	
              I-3-A
                through I-84-A

            
	
              4

            	
              I-4-A
                through I-84-A

            
	
              5

            	
              I-5-A
                through I-84-A

            
	
              6

            	
              I-6-A
                through I-84-A

            
	
              7

            	
              I-7-A
                through I-84-A

            
	
              8

            	
              I-8-A
                through I-84-A

            
	
              9

            	
              I-9-A
                through I-84-A

            
	
              10

            	
              I-10-A
                through I-84-A

            
	
              11

            	
              I-11-A
                through I-84-A

            
	
              12

            	
              I-12-A
                through I-84-A

            
	
              13

            	
              I-13-A
                through I-84-A

            
	
              14

            	
              I-14-A
                through I-84-A

            
	
              15

            	
              I-15-A
                through I-84-A

            
	
              16

            	
              I-16-A
                through I-84-A

            
	
              17

            	
              I-17-A
                through I-84-A

            
	
              18

            	
              I-18-A
                through I-84-A

            
	
              19

            	
              I-19-A
                through I-84-A

            
	
              20

            	
              I-20-A
                through I-84-A

            
	
              21

            	
              I-21-A
                through I-84-A

            
	
              22

            	
              I-22-A
                through I-84-A

            
	
              23

            	
              I-23-A
                through I-84-A

            
	
              24

            	
              I-24-A
                through I-84-A

            
	
              25

            	
              I-25-A
                through I-84-A

            
	
              26

            	
              I-26-A
                through I-84-A

            
	
              27

            	
              I-27-A
                through I-84-A

            
	
              28

            	
              I-28-A
                through I-84-A

            
	
              29

            	
              I-29-A
                through I-84-A

            
	
              30

            	
              I-30-A
                through I-84-A

            
	
              31

            	
              I-31-A
                through I-84-A

            
	
              32

            	
              I-32-A
                through I-84-A

            
	
              33

            	
              I-33-A
                through I-84-A

            
	
              34

            	
              I-34-A
                through I-84-A

            
	
              35

            	
              I-35-A
                through I-84-A

            
	
              36

            	
              I-36-A
                through I-84-A

            
	
              37

            	
              I-37-A
                through I-84-A

            
	
              38

            	
              I-38-A
                through I-84-A

            
	
              39

            	
              I-39-A
                through I-84-A

            
	
              40

            	
              I-40-A
                through I-84-A

            
	
              41

            	
              I-41-A
                through I-84-A

            
	
              42

            	
              I-42-A
                through I-84-A

            
	
              43

            	
              I-43-A
                through I-84-A

            
	
              44

            	
              I-44-A
                through I-84-A

            
	
              45

            	
              I-45-A
                through I-84-A

            
	
              46

            	
              I-46-A
                through I-84-A

            
	
              47

            	
              I-47-A
                through I-84-A

            
	
              48

            	
              I-48-A
                through I-84-A

            
	
              49

            	
              I-49-A
                through I-84-A

            
	
              50

            	
              I-50-A
                through I-84-A

            
	
              51

            	
              I-51-A
                through I-84-A

            
	
              52

            	
              I-52-A
                through I-84-A

            
	
              53

            	
              I-53-A
                through I-84-A

            
	
              54

            	
              I-54-A
                through I-84-A

            
	
              55

            	
              I-55-A
                through I-84-A

            
	
              56

            	
              I-56-A
                through I-84-A

            
	
              57

            	
              I-57-A
                through I-84-A

            
	
              58

            	
              I-58-A
                through I-84-A

            
	
              59

            	
              I-59-A
                through I-84-A

            
	
              60

            	
              I-60-A
                through I-84-A

            
	
              61

            	
              I-61-A
                through I-84-A

            
	
              62

            	
              I-62-A
                through I-84-A

            
	
              63

            	
              I-63-A
                through I-84-A

            
	
              64

            	
              I-64-A
                through I-84-A

            
	
              65

            	
              I-65-A
                through I-84-A

            
	
              66

            	
              I-66-A
                through I-84-A

            
	
              67

            	
              I-67-A
                through I-84-A

            
	
              68

            	
              I-68-A
                through I-84-A

            
	
              69

            	
              I-69-A
                through I-84-A

            
	
              70

            	
              I-70-A
                through I-84-A

            
	
              71

            	
              I-71-A
                through I-84-A

            
	
              72

            	
              I-72-A
                through I-84-A

            
	
              73

            	
              I-73-A
                through I-84-A

            
	
              74

            	
              I-74-A
                through I-84-A

            
	
              75

            	
              I-75-A
                through I-84-A

            
	
              76

            	
              I-76-A
                through I-84-A

            
	
              77

            	
              I-77-A
                through I-84-A

            
	
              78

            	
              I-78-A
                through I-84-A

            
	
              79

            	
              I-79-A
                through I-84-A

            
	
              80

            	
              I-80-A
                through I-84-A

            
	
              81

            	
              I-81-A
                through I-84-A

            
	
              82

            	
              I-82-A
                through I-84-A

            
	
              83

            	
              I-83-A
                and I-84-A

            
	
              84

            	
              I-84-A
                

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC III Regular Interest
      LTI-IO.

     

    Underwriter’s
      Exemption:
      Prohibited Transaction Exemption 2002-41, 67 Fed.Reg. 54487 (2002) (or any
      successor thereto), or any substantially similar administrative exemption
      granted by the U.S. Department of Labor. 

     

    United
      States Person or U.S. Person: Any
      of
      (i) A
      citizen
      or resident of the United States; (ii) a corporation (or entity treated as
      a
      corporation for tax purposes) created or organized in the United States or
      under
      the laws of the United States or of any state thereof, including, for this
      purpose, the District of Columbia; (iii) a partnership (or entity treated as
      a
      partnership for tax purposes) organized in the United States or under the laws
      of the United States or of any state thereof, including, for this purpose,
      the
      District of Columbia (unless provided otherwise by future Treasury regulations);
      (iv) an estate whose income is includible in gross income for United States
      income tax purposes regardless of its source; or (v) a trust, if a court within
      the United States is able to exercise primary supervision over the
      administration of the trust and one or more U.S. Persons have authority to
      control all substantial decisions of the trust. Notwithstanding the last clause
      of the preceding sentence, to the extent provided in Treasury regulations,
      certain trusts in existence on September 20, 1996, and treated as U.S. Persons
      before that date, may elect to continue to be U.S. Persons.

     

    Unpaid
      Interest Amounts:
      As of
      any Distribution Date and any Class of Certificates, the sum of (a) the excess
      of (i) the sum of the Accrued Certificate Interest Distribution Amount for
      the
      Distribution Date over (ii) the amount in respect of such Accrued Certificate
      Interest actually distributed from Available Funds on such Distribution Date,
      (b) the excess of (i) any portion of the Accrued Certificate Interest
      Distribution Amount from prior Distribution Dates remaining unpaid over (ii)
      the
      amount in respect of interest on the Class of Certificates actually distributed
      on the preceding Distribution Date and (c) interest on the excess described
      in
      clause (b) for the related Interest Accrual Period at the applicable
      Pass-Through Rate (to the extent permitted by applicable law).

     

    Voting
      Rights:
      The
      portion of the voting rights of all of the Certificates that is allocated to
      any
      Certificate. As of any date of determination, (a) 1% of all Voting Rights shall
      be allocated to any Class
      R
      Certificates, (b) 1%
      of all
      Voting Rights shall be allocated to any Class A-IO Certificates and (c) the
      remaining Voting Rights shall be allocated among Holders of the remaining
      Classes of Certificates in proportion to the Certificate Balances of their
      respective Certificates on the date (the Voting Rights to be allocated among
      the
      holders of Certificates of each Class in accordance with their respective
      Percentage Interests); provided that, except as set forth in Section 10.01,
      any
      Certificate registered in the name of the Seller or its Affiliates shall be
      deemed not to be outstanding and the Voting Rights to which it is entitled
      shall
      not be taken into account in determining whether the requisite percentage of
      Voting Rights necessary to effect any such consent has been obtained.
      Notwithstanding the foregoing, the Voting Rights of the Offered Certificates
      shall be held by the Certificate Insurer (so long as no Certificate Insurer
      Default exists) and the Holders of the Offered Certificates may not exercise
      such Voting Rights without the prior written consent of the Certificate
      Insurer.

     

    
      	Section
              1.02  	
              Rules
                of Construction.

            


    

     

    Except
      as
      otherwise expressly provided in this Agreement or unless the context clearly
      requires otherwise:

     

    (a)  References
      to designated articles, sections, subsections, exhibits, and other subdivisions
      of this Agreement, such as “Section 6.12 (a),” refer to the designated article,
      section, subsection, exhibit, or other subdivision of this Agreement as a whole
      and to all subdivisions of the designated article, section, subsection, exhibit,
      or other subdivision. The words “herein,” “hereof,” “hereto,” “hereunder,” and
      other words of similar import refer to this Agreement as a whole and not to
      any
      particular article, section, exhibit, or other subdivision of this
      Agreement.

     

    (b)  Any
      term
      that relates to a document or a statute, rule, or regulation includes any
      amendments, modifications, supplements, or any other changes that may have
      occurred since the document, statute, rule, or regulation came into being,
      including changes that occur after the date of this Agreement.

     

    (c)  Any
      party
      may execute any of the requirements under this Agreement either directly or
      through others, and the right to cause something to be done rather than doing
      it
      directly shall be implicit in every requirement under this Agreement. Unless
      a
      provision is restricted as to time or limited as to frequency, all provisions
      under this Agreement are implicitly available and things may happen from time
      to
      time.

     

    (d)  The
      term
“including” and all its variations mean “including but not limited to.” Except
      when used in conjunction with the word “either,” the word “or” is always used
      inclusively (for example, the phrase “A or B” means “A or B or both,” not
“either A or B but not both”).

     

    (e)  A
      reference to “a [thing]” or “any [of a thing]” does not imply the existence or
      occurrence of the thing referred to even though not followed by “if any,” and
“any [of a thing]” is any of it. A reference to the plural of anything as to
      which there could be either one or more than one does not imply the existence
      of
      more than one (for instance, the phrase “the obligors on a note” means “the
      obligor or obligors on a note”). “Until [something occurs]” does not imply that
      it must occur, and will not be modified by the word “unless.” The word “due” and
      the word “payable” are each used in the sense that the stated time for payment
      has passed. The word “accrued” is used in its accounting sense, i.e., an amount
      paid is no longer accrued. In the calculation of amounts of things, differences
      and sums may generally result in negative numbers, but when the calculation
      of
      the excess of one thing over another results in zero or a negative number,
      the
      calculation is disregarded and an “excess” does not exist. Portions of things
      may be expressed as fractions or percentages interchangeably.

     

    (f)  All
      accounting terms used in an accounting context and not otherwise defined, and
      accounting terms partly defined in this Agreement, to the extent not completely
      defined, shall be construed in accordance with generally accepted accounting
      principles. To the extent that the definitions of accounting terms in this
      Agreement are inconsistent with their meanings under generally accepted
      accounting principles, the definitions contained in this Agreement shall
      control. Capitalized terms used in this Agreement without definition that are
      defined in the Uniform Commercial Code are used in this Agreement as defined
      in
      the Uniform Commercial Code.

     

    (g)  In
      the
      computation of a period of time from a specified date to a later specified
      date
      or an open-ended period, the words “from” and “beginning” mean “from and
      including,” the word “after” means “from but excluding,” the words “to” and
“until” mean “to but excluding,” and the word “through” means “to and
      including.” Likewise, in setting deadlines or other periods, “by” means “on or
      before.” The words “preceding,” “following,” and words of similar import, mean
      immediately preceding or following. References to a month or a year refer to
      calendar months and calendar years.

     

    (h)  Any
      reference to the enforceability of any agreement against a party means that
      it
      is enforceable, subject as to enforcement against the party, to applicable
      bankruptcy, insolvency, reorganization, and other similar laws of general
      applicability relating to or affecting creditors’ rights and to general equity
      principles.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      II 


     

    Conveyance
      of Mortgage Loans; Representations
      and Warranties

     

    
      	Section
              2.01  	
              Conveyance
                of Mortgage Loans.

            


    

     

    (a)  The
      Seller, concurrently with the execution and delivery of this Agreement, hereby
      transfers to the Depositor, without recourse, all the interest of the Seller
      in
      each Mortgage Loan, including all interest and principal due to the Seller
      on
      each Mortgage Loan after the applicable Cut-off Date and all interest and
      principal payments on each Mortgage Loan received by the applicable Cut-off
      Date
      for installments of interest and principal due after the applicable Cut-off
      Date
      but not including payments of principal and interest due on each Mortgage Loan
      by the applicable Cut-off Date. By the Closing Date, the Seller shall deliver
      to
      the Depositor or, at the Depositor’s direction, to the Trustee or other designee
      of the Depositor, the Mortgage File for each Mortgage Loan listed in the
      Mortgage Loan Schedule as of the Closing Date (except that, in the case of
      Mortgage Loans that are Delayed Delivery Mortgage Loans, such delivery may
      take
      place within five (5) Business Days of the Closing Date). The delivery of the
      Mortgage Files shall be made against payment by the Depositor of the purchase
      price, previously agreed to by the Seller and Depositor, for the Mortgage Loans.
      

     

    (b)  The
      Depositor, concurrently with the execution and delivery of this Agreement,
      hereby transfers to the Trustee for the benefit of the Certificateholders and
      the Certificate Insurer, without recourse, all the interest of the Depositor
      in
      the Trust Fund, together with the Depositor’s right to require the Seller to
      cure any breach of a representation or warranty made in this Agreement by the
      Seller or to repurchase or substitute for any affected Mortgage Loan in
      accordance with this Agreement. 

     

    (c)  The
      Depositor shall have delivered the Mortgage Files to the Trustee (i)for
      at
      least 90% of the Mortgage Loans, not later than the Closing Date; and (ii)
      for
      the remaining 10% of the Mortgage Loans, not later than five (5) Business Days
      following the Closing Date.

     

    To
      the
      extent that the Seller is in possession of any Mortgage File for any Delayed
      Delivery Mortgage Loan, until delivery of the Mortgage File to the Trustee,
      the
      Seller shall hold the files as Servicer, as agent and in trust for the
      Trustee.

     

    The
      Depositor hereby directs the Supplemental Interest Trust Trustee to execute
      the
      Interest Rate Swap Agreement on behalf of Party B (as defined therein) and
      to
      perform the obligations of Party B thereunder on the Closing Date and thereafter
      on behalf of the Holders of the Certificates. The Seller, the Servicer, the
      Depositor and the Certificateholders by acceptance of their Certificates
      acknowledge and agree that the Supplemental Interest Trust Trustee shall execute
      and deliver the Interest Rate Swap Agreement on behalf of Party B (as defined
      therein) and to perform the obligations of Party B thereunder and shall do
      so
      solely in its capacity as Supplemental Interest Trust Trustee and not in its
      individual capacity.

     

    (d)  In
      connection with the transfer and assignment of each Mortgage Loan, the Depositor
      has delivered (or in the case of Delayed Delivery Mortgage Loans, will deliver
      within the time period specified above) to the Trustee for the benefit of the
      Certificateholders the following documents or instruments with respect to each
      Mortgage Loan so assigned:

     

    (i)  The
      original Mortgage Note, endorsed by manual or facsimile signature in blank
      in
      the following form: “Pay to the order of _______________ ______________without
      recourse,” with all intervening endorsements showing a complete chain of
      endorsement from the originator to the Person endorsing the Mortgage Note (each
      endorsement being sufficient to transfer all interest of the party so endorsing,
      as noteholder or assignee thereof, in that Mortgage Note) or a lost note
      affidavit for any Lost Mortgage Note from the Seller stating that the original
      Mortgage Note was lost or destroyed, together with a copy of the Mortgage
      Note.

     

    (ii)  Except
      as
      provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the
      original recorded Mortgage or a copy of such Mortgage certified by the Seller
      as
      being a true and complete copy of the Mortgage (or, in the case of a Mortgage
      for which the related Mortgaged Property is located in the Commonwealth of
      Puerto Rico, a true copy of the Mortgage certified as such by an applicable
      notary) and in the case of each MERS Mortgage Loan, the original Mortgage,
      noting the presence of the MIN of the Mortgage Loans and either language
      indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM
      Loan or if the Mortgage Loan was not a MOM Loan at origination, the original
      Mortgage and the assignment thereof to MERS, with evidence of recording
      indicated thereon, or a copy of the Mortgage certified by the public recording
      office in which such Mortgage has been recorded.

     

    (iii)  In
      the
      case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
      assignment of the Mortgage (which may be included in a blanket assignment or
      assignments), together with, except as provided below, all interim recorded
      assignments of such mortgage (each such assignment, when duly and validly
      completed, to be in recordable form and sufficient to effect the assignment
      of
      and transfer to the assignee thereof, under the Mortgage to which the assignment
      relates); provided, that if the related Mortgage has not been returned from
      the
      applicable public recording office, such assignment of the Mortgage may exclude
      the information to be provided by the recording office; provided, further,
      that
      such assignment of Mortgage need not be delivered in the case of a Mortgage
      for
      which the related Mortgaged Property is located in the Commonwealth of Puerto
      Rico.

     

    (iv)  The
      original or copies of each assumption, modification, written assurance, or
      substitution agreement.

     

    (v)  Except
      as
      provided below, the original or duplicate original lender’s title policy and all
      its riders.

     

    In
      addition, in connection with the assignment of any MERS Mortgage Loan, the
      Seller agrees that it will cause, at the Seller’s expense, the MERS® System to
      indicate that the Mortgage Loans sold by the Seller to the Depositor have been
      assigned by the Seller to the Trustee in accordance with this Agreement for
      the
      benefit of the Certificateholders by including (or deleting, in the case of
      Mortgage Loans which are repurchased in accordance with this Agreement) in
      such
      computer files the information required by the MERS® System to identify the
      series of the Certificates issued in connection with such Mortgage Loans. The
      Seller further agrees that it will not, and will not permit the Servicer to,
      and
      the Servicer agrees that it will not, alter the information referenced in this
      paragraph with respect to any Mortgage Loan sold by the Seller to the Depositor
      during the term of this Agreement unless and until such Mortgage Loan is
      repurchased in accordance with the terms of this Agreement.

     

    In
      the
      event that in connection with any Mortgage Loan that is not a MERS Mortgage
      Loan
      the Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim
      recorded assignments or (c) the lender’s title policy (together with all riders
      thereto) satisfying the requirements of clause (ii), (iii) or (v) above,
      respectively, concurrently with the execution and delivery hereof because such
      document or documents have not been returned from the applicable public
      recording office in the case of clause (ii) or (iii) above, or because the
      title
      policy has not been delivered to either the Servicer or the Depositor by the
      applicable title insurer in the case of clause (v) above, the Depositor shall
      promptly deliver to the Trustee, in the case of clause (ii) or (iii) above,
      such
      original Mortgage or such interim assignment, as the case may be, with evidence
      of recording indicated thereon upon receipt thereof from the public recording
      office, or a copy thereof, certified, if appropriate, by the relevant recording
      office, but in no event shall any such delivery of the original Mortgage and
      each such interim assignment or a copy thereof, certified, if appropriate,
      by
      the relevant recording office, be made later than one year following the Closing
      Date, or, in the case of clause (v) above, no later than 120 days following
      the
      Closing Date; provided, however, that in the event the Depositor is unable
      to
      deliver by such date each Mortgage and each such interim assignment by reason
      of
      the fact that any such documents have not been returned by the appropriate
      recording office, or, in the case of each such interim assignment, because
      the
      related Mortgage has not been returned by the appropriate recording office,
      the
      Depositor shall deliver such documents to the Trustee as promptly as possible
      upon receipt thereof and, in any event, within 720 days following the Closing
      Date. 

     

    The
      Depositor shall forward to the Trustee (a) from time to time additional original
      documents evidencing an assumption or modification of a Mortgage Loan and (b)
      any other documents required to be delivered by the Depositor or the Servicer
      to
      the Trustee. If the original Mortgage is not delivered and in connection with
      the payment in full of the related Mortgage Loan the public recording office
      requires the presentation of a “lost instruments affidavit and indemnity” or any
      equivalent document, because only a copy of the Mortgage can be delivered with
      the instrument of satisfaction or reconveyance, the Servicer shall execute
      and
      deliver the required document to the public recording office. If a public
      recording office retains the original recorded Mortgage or if a Mortgage is
      lost
      after recordation in a public recording office, the Seller shall deliver to
      the
      Trustee a copy of the Mortgage certified by the public recording office to
      be a
      true and complete copy of the original recorded Mortgage.

     

    As
      promptly as practicable after any transfer of a Mortgage Loan under this
      Agreement, and in any event within thirty days after the transfer, the Trustee
      shall (i) affix the Trustee’s name to each assignment of Mortgage, as its
      assignee, and (ii) cause to be delivered for recording in the appropriate public
      office for real property records the assignments of the Mortgages to the
      Trustee, except that, if the Trustee has not received the information required
      to deliver any assignment of a Mortgage for recording, the Trustee shall deliver
      it as soon as practicable after receipt of the needed information and in any
      event within thirty days.

     

    Notwithstanding
      the foregoing, however, for administrative convenience and facilitation of
      servicing and to reduce closing costs, the assignments of Mortgage shall not
      be
      required to be submitted for recording (except with respect to any Mortgage
      Loan
      located in Maryland) unless such failure to record would result in a withdrawal
      or a downgrading by any Rating Agency of the rating on any Class of Certificates
      (without regard to the Policy); provided, however, that each assignment of
      Mortgage shall be submitted for recording by the Seller (at the direction of
      the
      Servicer) in the manner described above, at no expense to the Trust Fund or
      the
      Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders
      of Certificates entitled to at least 25% of the Voting Rights or by the NIM
      Insurer, if any, (ii) [reserved], (iii) the occurrence of a bankruptcy,
      insolvency or foreclosure relating to the Seller, (iv) the occurrence of a
      servicing transfer as described in Section 7.02 hereof and (v) if the Seller
      is
      not the Servicer and with respect to any one assignment or Mortgage, the
      occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
      under the related Mortgage. Notwithstanding the foregoing, if the Servicer
      is
      unable to pay the cost of recording the assignments of Mortgage, such expense
      shall be paid by the Trustee and shall be reimbursable out of the Distribution
      Account.

     

    If
      any
      Mortgage Loans have been prepaid in full as of the Closing Date, the Depositor,
      in lieu of delivering the above documents to the Trustee, will deposit in the
      Certificate Account the portion of the prepayment that is required to be
      deposited in the Certificate Account pursuant to Section 3.06.

     

    Notwithstanding
      anything to the contrary in this Agreement, within five (5) Business Days after
      the Closing Date, the Depositor shall either:

     

    (ii)  deliver
      to the Trustee the Mortgage File as required pursuant to this Section 2.01
      for
      each Delayed Delivery Mortgage Loan; or

     

    (iii)  (A)
      repurchase the Delayed Delivery Mortgage Loan or (B) substitute the Delayed
      Delivery Mortgage Loan for a Substitute Mortgage Loan, which repurchase or
      substitution shall be accomplished in the manner and subject to the conditions
      in Section 2.03.

     

    The
      Trustee shall, in accordance with Section 2.02, send a Delayed Delivery
      Certification substantially in the form of Exhibit G-2 (with any applicable
      exceptions noted thereon) for all Delayed Delivery Mortgage Loans delivered
      within 30 days of receipt of the related Mortgage Files. The Trustee will
      promptly send a copy of such Delayed Delivery Certification to each Rating
      Agency and the Certificate Insurer. If the Seller fails to deliver a Mortgage
      File for any Delayed Delivery Mortgage Loan within the period specified herein,
      the Seller shall use its best reasonable efforts to effect a substitution,
      rather than a repurchase of, any Deleted Mortgage Loan. The cure period provided
      for in Section 2.02 or in Section 2.03 shall not apply to the initial delivery
      of the Mortgage File for such Delayed Delivery Mortgage Loan, but rather the
      Seller shall have five (5) Business Days to cure such failure to deliver. At
      the
      end of such period, the Trustee shall send a Delayed Delivery Certification
      for
      the Delayed Delivery Mortgage Loans delivered during such period in accordance
      with the provisions of Section 2.02.

     

    The
      Seller agrees to treat the transfer of the Mortgage Loans to the Depositor
      as a
      sale for all tax, accounting, and regulatory purposes.

     

    It
      is
      agreed and understood by the parties hereto that it is not intended that any
      Mortgage Loan be included in the Trust Fund that is a “High-Cost Home Loan”
(or
      any
      other similarly designated loan)
      as
      defined in the New Jersey Home Ownership Act effective November 27, 2003, The
      Home Loan Protection Act of New Mexico effective January 1, 2004, The
      Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
      or
      The Indiana Home Loan Practices Act effective January 1, 2005.

     

    
      	Section
              2.02  	
              Acceptance
                by the Trustee of the Mortgage
                Loans.

            


    

     

    The
      Trustee acknowledges receipt of the documents identified in the Initial
      Certification in the form of Exhibit G-1 and declares that it holds and will
      hold such documents and the other documents delivered to it constituting the
      Mortgage Files for the Mortgage Loans, and that it holds or will hold such
      other
      assets as are included in the Trust Fund, in trust for the exclusive use and
      benefit of all present and future Certificateholders and the Certificate
      Insurer. The
      Trustee acknowledges that it will maintain possession of the related Mortgage
      Notes in the State of California, unless otherwise permitted by the Rating
      Agencies and the Certificate Insurer.

     

    The
      Trustee agrees to execute and deliver on the Closing Date to the Depositor,
      the
      Servicer, the Certificate Insurer and the Seller an Initial Certification in
      the
      form of Exhibit G-1. Based
      on
      its review and examination, and only as to the documents identified in the
      Initial Certification, the Trustee acknowledges that the documents appear
      regular on their face and relate to the Mortgage Loans. The
      Trustee shall be under no duty to inspect, review, or examine said documents,
      instruments, certificates, or other papers to determine that the same are
      genuine, enforceable, or appropriate for the represented purpose or that they
      have actually been recorded in the real estate records or that they are other
      than what they purport to be on their face.

     

    By
      the
      thirtieth day after the Closing Date (or if that day is not a Business Day,
      the
      succeeding Business Day), the Trustee shall deliver to the Depositor, the
      Servicer and the Seller (and a copy to each Rating Agency and the Certificate
      Insurer) a Delayed Delivery Certification with respect to the Mortgage Loans,
      substantially in the form of Exhibit G-2, with any applicable exceptions noted
      thereon.

     

    Not
      later
      than ninety (90) days after the Closing Date, the Trustee shall deliver to
      the
      Depositor, the Servicer, the Certificate Insurer and the Seller a Final
      Certification in the form of Exhibit H, with any applicable exceptions noted
      thereon.

     

    If,
      in
      the course of its review, the Trustee finds any document constituting a part
      of
      a Mortgage File that does not meet the requirements of Section 2.01, the Trustee
      shall list such as an exception in the Final Certification. The Trustee shall
      not make any determination as to whether (i) any endorsement is sufficient
      to
      transfer all interest of the party so endorsing, as noteholder or assignee
      thereof, in that Mortgage Note or (ii) any assignment is in recordable form
      or
      is sufficient to effect the assignment of and transfer to the assignee thereof
      under the mortgage to which the assignment relates. The
      Seller shall promptly correct any such defect within ninety (90) days from
      the
      date it was so notified of the defect and, with respect to any Mortgage Loan
      for
      which such defect is materially adverse to the Certificateholders or the
      Certificate Insurer, if the Seller does not correct such defect within that
      period, the Seller shall either (a) substitute for the related Mortgage Loan
      a
      Substitute Mortgage Loan, which substitution shall be accomplished pursuant
      to
      Section 2.03, or (b) purchase the Mortgage Loan at its Purchase Price from
      the
      Trustee within ninety (90) days from the date the Seller was notified of the
      defect in writing.

     

    If
      a
      substitution or purchase of a Mortgage Loan pursuant to this provision is
      required because of a delay in delivery of any documents by the appropriate
      recording office, or there is a dispute between either the Servicer or the
      Seller and the Trustee over the location or status of the recorded document,
      then the substitution or purchase shall occur within 270 days from the Closing
      Date. In the event that the Servicer cannot provide a copy of such document
      certified by the public recording office within such 270 day period, the
      Servicer shall deliver to the Custodian,  the Trustee and the Certificate
      Insurer  within such 270 day period, an Officer’s Certificate of the
      Servicer which shall (A) identify the recorded document, (B) state that the
      recorded document has not been delivered to the Custodian due solely to a delay
      caused by the public recording office, (C) state the amount of time generally
      required by the applicable recording office to record and return a document
      submitted for recordation, if known, and (D) specify the date the applicable
      recorded document is expected to be delivered to the Custodian, and, upon
      receipt of a copy of such document certified by the public recording office,
      the
      Servicer shall immediately deliver such document to the
      Custodian ,  the Trustee and the Certificate Insurer. No
      substitution is permitted to be made in any calendar month after the
      Determination Date for the month.

     

    The
      Purchase Price for any Mortgage Loan shall be deposited by the Seller in the
      Certificate Account by the Distribution Account Deposit Date for the
      Distribution Date in the month following the month of repurchase and, upon
      receipt of the deposit and certification with respect thereto in the form of
      Exhibit N, the Trustee shall release the related Mortgage File to the Seller
      and
      shall execute and deliver at the Seller’s request any instruments of transfer or
      assignment prepared by the Seller, in each case without recourse, necessary
      to
      vest in the Seller, or a designee, the Trustee’s interest in any Mortgage Loan
      released pursuant hereto.

     

    If
      pursuant to the foregoing provisions the Seller repurchases a Mortgage Loan
      that
      is a MERS Mortgage Loan, the Servicer shall either (i) cause MERS to execute
      and
      deliver an assignment of the Mortgage in recordable form to transfer the
      Mortgage from MERS to the Seller and shall cause such Mortgage to be removed
      from registration on the MERS® System in accordance with MERS’ rules and
      regulations or (ii) cause MERS to designate on the MERS® System the Seller as
      the beneficial holder of such Mortgage Loan.

     

    The
      Trustee shall retain possession and custody of each Mortgage File in accordance
      with and subject to the terms and conditions herein. The
      Servicer shall promptly deliver to the Trustee, upon the execution or receipt
      thereof, the originals of such other documents or instruments constituting
      the
      Mortgage File as come into the possession of the Servicer from time to
      time.

     

    The
      obligation of the Seller to substitute for or to purchase any Mortgage Loan
      that
      does not meet the requirements of Section 2.01 shall constitute the sole remedy
      respecting the defect available to the Trustee, the Depositor, and any
      Certificateholder against the Seller.

     

    
      	Section
              2.03  	
              Representations,
                Warranties, and Covenants of the


            


    

     

    Seller
      and the Servicer.

     

    (a)  IndyMac,
      in its capacities as Seller and Servicer, hereby makes the representations
      and
      warranties in Schedule II, and by this reference incorporated herein, to the
      Depositor, the Trustee, the Supplemental Interest Trust Trustee and the
      Certificate Insurer, as of the Closing Date. The Servicer will fully furnish,
      in
      accordance with the Fair Credit Reporting Act and its implementing regulations,
      accurate and complete information (i.e., favorable and unfavorable) on its
      credit files for the related Mortgagor for each Mortgage Loan to Equifax,
      Experian and Trans Union Credit Information Company on a monthly
      basis.

     

    (b)  The
      Seller, in its capacity as Seller, hereby makes the representations and
      warranties in Schedule III, and by this reference incorporated herein, to the
      Depositor, the Trustee, the Supplemental Interest Trust Trustee and the
      Certificate Insurer, as of the Closing Date, or if so specified therein, as
      of
      the applicable Cut-off Date. 

     

    (c)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty made pursuant to Section 2.03(b) that materially and adversely affects
      the interests of the Certificateholders or the Certificate Insurer in any
      Mortgage Loan, the party discovering such breach shall give prompt notice
      thereof to the other parties. A breach of the representation or warranty made
      pursuant to clauses (cc), (dd), (hh), (ii), (kk), (ll) and (mm) of Schedule
      III,
      a breach of the covenant of the Servicer made pursuant to clause (a) above
      or
the
      fact
      that any Covered Mortgage Loan is not eligible for coverage under the Pool
      Policy (including, but not limited to, Covered Mortgage Loans for which coverage
      was rescinded or a claim for payment under the Pool Policy was
      denied)
      will be
      deemed to materially and adversely affect the interests of the
      Certificateholders in the related Mortgage Loan. The Seller hereby covenants
      that within ninety (90) days of the earlier of its discovery or its receipt
      of
      written notice from any party of a breach of any representation or warranty
      made
      pursuant to Section 2.03(b) or 2.03(d) that materially and adversely affects
      the
      interests of the Certificateholders or the Certificate Insurer in any Mortgage
      Loan, it shall cure such breach in all material respects, and if such breach
      is
      not so cured, shall: (i) if the 90 day period expires before the second
      anniversary of the Closing Date, remove the Mortgage Loan (a “Deleted
      Mortgage Loan”)
      from
      the Trust Fund and substitute in its place a Substitute Mortgage Loan, in
      accordance with this Section 2.03; (ii) repurchase the affected Mortgage Loan
      or
      Mortgage Loans from the Trustee at the Purchase Price in the manner stated
      below; or (iii) with respect to a breach of the representation or warranty
      made
      pursuant to Section 2.03(d) and following the Distribution Date on which
      the Cumulative Covered Loan Loss equals or exceeds10.50% of the Total Insured
      Loan Amount (as defined under the Pool Policy), pay to the Trustee an
      amount equal to the amount of the Loss as defined under the Pool Policy that
      would otherwise have been paid by the Pool Insurer but for such breach (assuming
      for this purpose that the Deductible (as defined under the Pool Policy) has
      been
      met); provided however that the Seller shall not be required to pay pursuant
      to
      this clause (iii) an amount, in the aggregate, in excess of 4.75% of the Total
      Insured Loan Amount; and provided further that on any date on and after the
      date on which the aggregate amounts paid by the Seller pursuant to this clause
      (iii) and amounts paid by the Pool Insurer equals 4.75% of the Total Insured
      Loan Amount, any additional amounts received from the Pool
      Insurer shall be distributed to the Seller. Any substitution pursuant to
      (i) above shall not be effected before (i) the delivery to the Trustee and
      the
      Certificate Insurer of the Opinion of Counsel, if required by Section 2.05,
      a
      Request for Release substantially in the form of Exhibit N and the Mortgage
      File
      for any Substitute Mortgage Loan and (ii) with respect to the substitution
      of a
      Covered Mortgage Loan, the Pool Insurer provides consent to such Substitute
      Mortgage Loan. The Seller shall promptly reimburse the Servicer and the Trustee
      for any expenses reasonably incurred by the Servicer or the Trustee in respect
      of enforcing the remedies for the breach. 

     

    With
      respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver
      to
      the Trustee for the benefit of the Certificateholders and the Certificate
      Insurer the Mortgage Note, the Mortgage, the related assignment of the Mortgage,
      and any other documents and agreements required by Section 2.01, with the
      Mortgage Note endorsed and the Mortgage assigned as required by Section
      2.01. No
      substitution is permitted to be made in any calendar month after the
      Determination Date for the month. Scheduled
      Payments due with respect to Substitute Mortgage Loans in the Remittance Period
      of substitution shall not be part of the Trust Fund and will be retained by
      the
      Seller on the next Distribution Date. For
      the
      Remittance Period of substitution, distributions to Certificateholders will
      include the monthly payment due on any Deleted Mortgage Loan for the Remittance
      Period and thereafter the Seller shall be entitled to retain all amounts
      received with respect to the Deleted Mortgage Loan.

     

    The
      Servicer shall amend the Mortgage Loan Schedule for the benefit of the
      Certificateholders and the Certificate Insurer to reflect the removal of the
      Deleted Mortgage Loan and the substitution of the Substitute Mortgage Loans
      and
      the Servicer shall deliver the amended Mortgage Loan Schedule to the
      Trustee. Upon
      the
      substitution, the Substitute Mortgage Loans shall be subject to this Agreement
      in all respects, and the Seller shall be deemed to have made with respect to
      the
      Substitute Mortgage Loans, as of the date of substitution, the representations
      and warranties made pursuant to Section 2.03(b) with respect to the Mortgage
      Loan. Upon
      any
      substitution and the deposit to the Certificate Account of the amount required
      to be deposited therein in connection with the substitution as described in
      the
      following paragraph, the Trustee shall release the Mortgage File held for the
      benefit of the Certificateholders relating to the Deleted Mortgage Loan to
      the
      Seller and shall execute and deliver at the Seller’s direction such instruments
      of transfer or assignment prepared by the Seller, in each case without recourse,
      as shall be necessary to vest title in the Seller, or its designee, the
      Trustee’s interest in any Deleted Mortgage Loan substituted for pursuant to this
      Section 2.03.

     

    For
      any
      month in which the Seller substitutes one or more Substitute Mortgage Loans
      for
      one or more Deleted Mortgage Loans, the Servicer will determine the amount
      by
      which the aggregate principal balance of all such Substitute Mortgage Loans
      as
      of the date of substitution is less than the aggregate Stated Principal Balance
      of all the Deleted Mortgage Loans (after application of the scheduled principal
      portion of the monthly payments due in the Remittance Period of substitution
      and
      any adjustments due to any costs or damages incurred by the Trust Fund in
      connection with any violation of the Mortgage Loan of any predatory or abusive
      lending law). The
      amount of the shortage (the “Substitution
      Adjustment Amount”)
      plus,
      if the
      Seller is not the Servicer, the aggregate of any unreimbursed Advances and
      Servicing Advances with respect to the Deleted Mortgage Loans, shall be
      deposited into the Certificate Account by the Seller by the Distribution Account
      Deposit Date for the Distribution Date in the month succeeding the calendar
      month during which the related Mortgage Loan became required to be purchased
      or
      replaced hereunder.

     

    If
      the
      Seller repurchases a Mortgage Loan, the Purchase Price therefor shall be
      deposited in the Certificate Account pursuant to Section 3.06 by the
      Distribution Account Deposit Date for the Distribution Date in the month
      following the month during which the Seller became obligated hereunder to
      repurchase or replace the Mortgage Loan and upon such deposit of the Purchase
      Price, the delivery of the Opinion of Counsel required by Section 2.05 and
      receipt of a Request for Release in the form of Exhibit N, the Trustee shall
      release the related Mortgage File held for the benefit of the Certificateholders
      to such Person, and the Trustee shall execute and deliver at such Person’s
      direction such instruments of transfer or assignment prepared by such Person,
      in
      each case without recourse, as shall be necessary to transfer title from the
      Trustee. The
      obligation under this Agreement of any Person to cure, repurchase, or replace
      any Mortgage Loan as to which a breach has occurred and is continuing shall
      constitute the sole remedy against the Person respecting the breach available
      to
      Certificateholders, the Depositor, the Trustee or the Supplemental Interest
      Trust Trustee on their behalf.

     

    The
      representations and warranties made pursuant to this Section 2.03 shall survive
      delivery of the respective Mortgage Files to the Trustee for the benefit of
      the
      Certificateholders and the Certificate Insurer.

     

    The
      Seller assigns to the Depositor and the Depositor assigns to the Trustee all
      rights the Seller might have under contracts with third parties relating to
      early payment defaults on the Mortgage Loans (“EPD
      Rights”)
      and
      the
      Servicer assumes any related duties as part of it servicing obligations.
      Consistent with the Servicing Standard, the Servicer shall attempt to enforce
      the EPD rights. If the Servicer’s enforcement of the EPD Rights obligates the
      Servicer to sell a Mortgage Loan to a third party, the Servicer shall repurchase
      the Mortgage Loan at the Purchase Price and sell the Mortgage Loan to the third
      party. The Servicer shall deposit into the Certificate Account all amounts
      received in connection with the enforcement of EPD Rights, not exceeding the
      Purchase Price, with respect to any Mortgage Loan. Any amounts received by
      the
      Servicer with respect a Mortgage Loan in excess of the Purchase Price shall
      be
      retained by the Servicer as additional servicing compensation. The Trustee,
      upon
      receipt of certification from the Servicer of the deposit of the Purchase Price
      in connection with a repurchase of a Mortgage Loan and a Request for File
      Release from the Servicer, shall release or cause to be released to the
      purchaser of such Mortgage Loan the related Mortgage File and shall execute
      and
      deliver such instruments of transfer or assignment prepared by the purchaser
      of
      such Mortgage Loan, in each case without recourse, as shall be necessary to
      vest
      in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant
      hereto and the purchaser of such Mortgage Loan shall succeed to all the
      Trustee’s right, title and interest in and to such Mortgage Loan and all
      security and documents related thereto. Such assignment shall be an assignment
      outright and not for security. The purchaser of such Mortgage Loan shall
      thereupon own such Mortgage Loan, and all security and documents, free of any
      further obligation to the Trustee or the Certificateholders with respect
      thereto.

     

    (d)
      IndyMac
      Bank, F.S.B. represents and warrants that each of the Covered Mortgage Loans
      is
      eligible for coverage under the Pool Policy. Each of the representations and
      warranties set forth in Exhibit A to the Pool Policy and all representations
      and
      warranties made by IndyMac Bank, F.S.B. to the Pool Insurer under the Pool
      Policy are true and correct as of the Closing Date.

     

    


     

    
      	Section
              2.04  	
              Representations
                and Warranties of the Depositor as
                to

            


    

     

    the
      Mortgage Loans.

     

    The
      Depositor hereby represents and warrants to the Trustee, the Supplemental
      Interest Trust Trustee and the Certificate Insurer with respect to each Mortgage
      Loan as of the date hereof or such other date set forth herein that as of the
      Closing Date, and following the transfer of the Mortgage Loans to it by the
      Seller, the Depositor had good title to the Mortgage Loans and the Mortgage
      Notes were subject to no offsets, defenses, or counterclaims.

     

    The
      Depositor hereby transfers to the Trustee all of its rights with respect to
      the
      Mortgage Loans, including the representations and warranties of the Seller
      made
      above and pursuant to Section 2.03(b), together with all rights of the Depositor
      to require the Seller to cure any breach thereof or to repurchase or substitute
      for any affected Mortgage Loan in accordance with this Agreement.

     

    The
      representations and warranties in this Section 2.04 shall survive delivery
      of
      the Mortgage Files to the Trustee. Upon
      discovery by the Depositor, the Trustee or the Supplemental Interest Trust
      Trustee of any breach of any of the representations and warranties in this
      Section that materially and adversely affects the interest of the
      Certificateholders or the Certificate Insurer, the party discovering the breach
      shall give prompt written notice to the others, the Certificate Insurer and
      to
      each Rating Agency. 

     

    
      	Section
              2.05  	
              Delivery
                of Opinion of Counsel in Connection
                with

            


    

     

    Substitutions
      and Repurchases.

     

    (a)  Notwithstanding
      any contrary provision of this Agreement, no substitution pursuant to Section
      2.01, 2.02, 2.03 or 2.05 shall be made more than ninety (90) days after the
      Closing Date unless the Seller delivers to the Trustee and the Certificate
      Insurer an Opinion of Counsel, which Opinion of Counsel shall not be at the
      expense of any of the Trustee, the Certificate Insurer or the Trust Fund,
      addressed to the Trustee and the Certificate Insurer, to the effect that such
      substitution will not (i) result in the imposition of the tax on “prohibited
      transactions” on the Trust Fund or contributions after the Startup Date, as
      defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively, or (ii)
      cause any REMIC created under this Agreement to fail to qualify as a REMIC
      at
      any time that any Certificates are outstanding. A substitution pursuant to
      Section 2.01, 2.02, 2.03 or 2.05 that is made within ninety (90) days after
      the
      Closing Date shall not require the Seller to deliver to the Trustee an Opinion
      of Counsel.

     

    (b)  Upon
      discovery by the Depositor, the Seller, the Servicer, the Certificate Insurer
      or
      the Trustee that any Mortgage Loan does not constitute a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, the party discovering
      such
      fact shall promptly (and in any event within five (5) Business Days of
      discovery) give written notice thereof to the other parties. In connection
      therewith, the Trustee shall require the Seller, at the Seller’s option, to
      either (i) substitute, if the conditions in Section 2.03(c) with respect to
      substitutions are satisfied, a Substitute Mortgage Loan for the affected
      Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within ninety
      (90)
      days of such discovery in the same manner as it would a Mortgage Loan for a
      breach of representation or warranty made pursuant to Section 2.03. The
      Trustee shall reconvey to the Seller the Mortgage Loan to be released pursuant
      hereto in the same manner, and on the same terms, as it would a Mortgage Loan
      repurchased for breach of a representation or warranty contained in Section
      2.03.

     

    
      	Section
              2.06  	
              Execution
                and Delivery of
                Certificates.

            


    

     

    The
      Trustee acknowledges the transfer and assignment to it of the Trust Fund and,
      concurrently with the transfer and assignment, has executed and delivered to
      or
      upon the order of the Depositor, the Certificates in authorized denominations
      evidencing directly or indirectly the entire ownership of the Trust
      Fund. The
      Trustee agrees to hold the Trust Fund and exercise the rights referred to above
      for the benefit of all present and future Holders of the
      Certificates.

     

    
      	Section
              2.07  	
              [Reserved].

            


    

     

    
      	Section
              2.08  	
              REMIC
                Matters.

            


    

     

    The
      Preliminary Statement sets forth the designations and “latest possible maturity
      date” for federal income tax purposes of all interests created
      hereby.

     

    (i)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the assets
      described in the definition of REMIC I for the benefit of the holders of the
      REMIC I Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-I Interest). The Trustee acknowledges
      receipt of the assets described in the definition of REMIC I and declares that
      it holds and will hold the same in trust for the exclusive use and benefit
      of
      the holders of the REMIC I Regular Interests and the Class R Certificates (in
      respect of the Class R-I Interest). The interests evidenced by the Class R-I
      Interest, together with the REMIC I Regular Interests, constitute the entire
      beneficial ownership interest in REMIC I.

     

    (ii)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests (which are uncertificated) for the benefit of the Holders
      of
      the REMIC II Regular Interests (which are uncertificated) and the Class R
      Certificates (in respect of the Class R-II Interest). The Trustee acknowledges
      receipt of the REMIC I Regular Interests and declares that it holds and will
      hold the same in trust for the exclusive use and benefit of the Holders of
      the
      REMIC II Regular Interests and the Class R Certificates (in respect of the
      Class
      R-II Interest). The interests evidenced by the Class R-II Interest, together
      with the REMIC II Regular Interests, constitute the entire beneficial ownership
      interest in REMIC II.

     

    (iii)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      II Regular Interests (which are uncertificated) for the benefit of the Holders
      of the REMIC III Regular Interests (which are uncertificated) and the Class
      R
      Certificates (in respect of the Class R-III Interest). The Trustee acknowledges
      receipt of the REMIC II Regular Interests and declares that it holds and will
      hold the same in trust for the exclusive use and benefit of the Holders of
      the
      REMIC III Regular Interests and the Class R Certificates (in respect of the
      Class R-III Interest). The interests evidenced by the Class R Certificates,
      together with the REMIC III Regular Interests, constitute the entire beneficial
      ownership interest in REMIC III.

     

    (iv)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      III Regular Interests (which are uncertificated) for the benefit of the Holders
      of the Regular Certificates and the Class R Certificates (in respect of the
      Class R-IV Interest). The Trustee acknowledges receipt of the REMIC III Regular
      Interests and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of the Holders of the Regular Certificates, the Class
      IO Interest and the Class R Certificates (in respect of the Class R-IV
      Interest). The interests evidenced by the Class R-IV Interest, together with
      the
      Regular Certificates and the Class IO Interest, constitute the entire beneficial
      ownership interest in REMIC IV.

     

    The
      Trustee acknowledges the assignment to it of the REMIC I Regular Interests,
      REMIC II Regular Interests and REMIC III Regular Interests and, concurrently
      therewith and in exchange therefor, pursuant to the written request of the
      Depositor executed by an officer of the Depositor or the Trustee has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R
      Certificates in authorized denominations. The interests evidenced by the Class
      R
      Certificates, together with the REMIC I Regular Interests, the REMIC II Regular
      Interests, the REMIC III Regular Interests, the Regular Certificates and the
      Class IO Interest constitute the entire beneficial ownership interest in REMIC
      I, REMIC II, REMIC III and REMIC IV.

     

    
      	Section
              2.09  	
              Covenants
                of the Servicer.

            


    

     

    The
      Servicer hereby covenants to the Depositor, the Certificate Insurer and the
      Trustee as follows:

     

    (a)  the
      Servicer shall comply in the performance of its obligations under each Required
      Insurance Policy; and

     

    (b)  no
      written information, certificate of an officer, statement furnished in writing
      or written report delivered to the Depositor, any affiliate of the Depositor
      or
      the Trustee and prepared by the Servicer pursuant to this Agreement will contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make such information, certificate, statement, or report not
      misleading.

     

    
      	Section
              2.10  	
              Purposes
                and Powers of the
                Trust

            


    

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a)  to
      acquire and hold the Mortgage Loans and the other assets of the Trust Fund
      and
      the proceeds therefrom;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c)  to
      make
      payments on the Certificates;

     

    (d)  to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e)  subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Fund and the making of
      distributions to the Certificateholders and the Certificate
      Insurer.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trustee and
      the
      Servicer shall not cause the Trust to engage in any activity other than in
      connection with the foregoing or other than as required or authorized by the
      terms of this Agreement while any Certificate is outstanding, and this Section
      2.10 may not be amended, without the consent of the Certificateholders
      evidencing 66 2/3% or more of the aggregate Voting Rights of the
      Certificates.

     

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      III 

     

    Administration
      and Servicing of
      Mortgage Loans

     

    
      	Section
              3.01  	
              Servicer
                to Service Mortgage
                Loans.

            


    

     

    For
      and
      on behalf of the Certificateholders and the Certificate Insurer, the Servicer
      shall service and administer the Mortgage Loans in accordance with this
      Agreement and the Servicing Standard.

     

    The
      Servicer shall not make or permit any modification, waiver, or amendment of
      any
      term of any Mortgage Loan that would cause the Trust Fund to fail to qualify
      as
      a REMIC or result in the imposition of any tax under Section 860F(a) or Section
      860G(d) of the Code.

     

    Without
      limiting the generality of the foregoing, the Servicer, in its own name or
      in
      the name of the Depositor and the Trustee, is hereby authorized and empowered
      by
      the Depositor and the Trustee, when the Servicer believes it appropriate in
      its
      reasonable judgment, to execute and deliver, on behalf of the Trustee, the
      Depositor, the Certificateholders, or any of them, any instruments of
      satisfaction or cancellation, or of partial or full release or discharge, and
      all other comparable instruments, with respect to the Mortgage Loans, and with
      respect to the Mortgaged Properties held for the benefit of the
      Certificateholders. The Servicer shall prepare and deliver to the Depositor
      or
      the Trustee any documents requiring execution and delivery by either or both
      of
      them appropriate to enable the Servicer to service and administer the Mortgage
      Loans to the extent that the Servicer is not permitted to execute and deliver
      such documents pursuant to the preceding sentence. Upon receipt of the
      documents, the Depositor or the Trustee shall execute the documents and deliver
      them to the Servicer.

     

    The
      Servicer further is authorized and empowered by the Trustee, on behalf of the
      Certificateholders and the Trustee, in its own name, when the Servicer believes
      it appropriate in its best judgment to register any Mortgage Loan on the MERS®
System, or cause the removal from the registration of any Mortgage Loan on
      the
      MERS® System, to execute and deliver, on behalf of the Trustee and the
      Certificateholders or any of them, any and all instruments of assignment and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns.

     

    In
      accordance with and to the extent of the Servicing Standard, the Servicer shall
      advance funds necessary to effect the payment of taxes and assessments on the
      Mortgaged Properties, which advances shall be reimbursable in the first instance
      from related collections from the Mortgagors pursuant to Section 3.07, and
      further as provided in Section 3.09. The costs incurred by the Servicer in
      effecting the timely payments of taxes and assessments on the Mortgaged
      Properties and related insurance premiums shall not, for the purpose of
      calculating monthly distributions to the Certificateholders, be added to the
      Stated Principal Balances of the related Mortgage Loans, notwithstanding that
      the Mortgage Loans so permit. The Servicer is obligated to make required
      Advances on the Mortgage Loans only until each related Mortgage Loan becomes
      120
      days delinquent.

     

    
      	Section
              3.02  	
              [Reserved].

            


    

     

    
      	Section
              3.03  	
               [Reserved].

            


    

     

    
      	Section
              3.04  	
              The
                Pool Policy.

            


    

     

    The
      Servicer shall prepare and file on a timely basis with the Pool Insurer, all
      claims which may be made under the Pool Policy with respect to the Covered
      Mortgage Loans. Within fifteen (15) days of the end of each calendar month
      (or
      such other day mutually agreed to by the Servicer and the Pool Insurer), the
      Servicer shall provide written notice to the Pool Insurer of (i) any Covered
      Mortgage Loan that is two (2) months in Default (as defined under the Pool
      Policy) or (ii) each
      Covered Mortgage Loan with respect to which
      the
      Trustee (or the Servicer acting on its behalf) becomes aware of any proceedings
      which affect the Covered Mortgage Loan or the Mortgaged Property or the Trust
      Fund’s interest therein have been started. The Servicer shall
      file a claim under the Pool Policy when any Covered Mortgage Loans becomes
      four
      (4) months in Default (as defined in the Pool Policy). The Servicer shall take
      all actions required under the Pool Policy as a condition to the payment of
      any
      such claim and shall service the Covered Mortgage Loans in accordance with
      the
      requirements of the Pool Policy, including, but not limited to, the obligations
      of the Servicer to comply with all reporting, notice, inspection and access
      requirements set forth in the Pool Policy, obtaining the Pool Insurer’s advance
      written approval of modifications to any Covered Mortgage Loan as set forth
      in
      the Pool Policy and submitting to the Pool Insurer for prior approval any change
      to the Servicing Guidelines. The Servicer shall remit to the Seller such amounts
      received under the Pool Policy and reimbursable to the Seller pursuant to
      Section 2.03(c). The Servicer shall indemnify the Trust Fund, the Trustee,
      the
      Seller and the Certificate Insurer for any costs, expenses or liabilities
      incurred by either of them if a claim made under the Pool Policy is denied
      as a
      result of an action or inaction on the part of the Servicer. The Trustee agrees
      to hold the Pool Policy.

     

    
      	Section
              3.05  	
              Trustee
                to Act as Servicer.

            


    

     

    If
      the
      Servicer for any reason is no longer the Servicer hereunder (including because
      of an Event of Default), the Trustee or its successor shall thereupon assume
      all
      of the rights and obligations of the Servicer hereunder arising thereafter,
      except that the Trustee shall not be:

     

    (i)  liable
      for losses of the Servicer pursuant to Section 3.10 or any acts or omissions
      of
      the predecessor Servicer hereunder,

     

    (ii)  obligated
      to make Advances if it is prohibited from doing so by applicable
      law,

     

    (iii)  obligated
      to effectuate repurchases or substitutions of Mortgage Loans hereunder,
      including repurchases or substitutions pursuant to Section 2.01, 2.02, 2.03
      or
      2.05,

     

    (iv)  responsible
      for expenses of the Servicer pursuant to Section 2.03, or

     

    (v)  deemed
      to
      have made any representations and warranties of the Servicer hereunder. Any
      assumption shall be subject to Section 7.02.

     

    Notwithstanding
      anything else in this Agreement to the contrary, in no event shall the Trustee
      be liable for any servicing fee or for any differential in the amount of the
      servicing fee paid under this Agreement and the amount necessary to induce
      any
      successor Servicer to act as successor Servicer under this Agreement and the
      transactions provided for in this Agreement.

     

    
      	Section
              3.06  	
              Collection
                of Mortgage Loan Payments; Certificate
                Account;

            


    

     

    Distribution
      Account; Excess Reserve Fund Account.

     

    (a)  In
      accordance with and to the extent of the Servicing Standard, the Servicer shall
      make reasonable efforts in accordance with the customary and usual standards
      of
      practice of prudent mortgage servicers to collect all payments called for under
      the Mortgage Loans to the extent the procedures are consistent with this
      Agreement and any related Required Insurance Policy. Consistent with the
      foregoing, the Servicer may in its discretion (and with the prior consent of
      the
      Pool Insurer with respect to a Covered Mortgage Loan if such consent is required
      under the Pool Policy) (i) waive any late payment charge or, subject to Section
      3.21, any Prepayment Charge or penalty interest in connection with the
      prepayment of a Mortgage Loan, (ii) modify any delinquent or defaulted Mortgage
      Loan (including modifications that change the Mortgage Rate, forgive the payment
      of principal or interest or extend the final maturity date of that Mortgage
      Loan); provided, that such modification is consistent with the Servicing
      Standard and if in the Servicer’s determination such modification is not
      materially adverse to the interests of the Certificateholders or the Certificate
      Insurer (taking into account any estimated loss that might result absent such
      action) and is expected to minimize the loss of such Mortgage Loan; provided,
      however, that the Servicer shall not initiate new lending to such Mortgagor
      through the Trust, and (iii) extend the due dates for payments due on a Mortgage
      Note for a period not greater than 125 days. However, the Servicer cannot extend
      the maturity of any Mortgage Loan past the date on which the final payment
      is
      due on the latest maturing Mortgage Loan as of the Cut-off Date. In the event
      of
      any such arrangement, the Servicer shall make Advances on the related Mortgage
      Loan in accordance with Section 4.01 during the scheduled period in accordance
      with the amortization schedule of the Mortgage Loan without modification thereof
      because of the arrangements. The Servicer shall not be required to institute
      or
      join in litigation with respect to collection of any payment (whether under
      a
      Mortgage, Mortgage Note, or otherwise or against any public or governmental
      authority with respect to a taking or condemnation) if it reasonably believes
      that enforcing the provision of the Mortgage or other instrument pursuant to
      which the payment is required is prohibited by applicable law. The Servicer
      shall not sell any delinquent or defaulted Mortgage Loan.

     

    (b)  [Reserved].
      

     

    (c)  [Reserved].
      

     

    (d)  The
      Servicer shall establish and maintain a segregated Certificate Account into
      which the Servicer shall deposit on a daily basis (i) within one (1) Business
      Day of receipt (in the case of items (i) through (iii) below) and (2) within
      one
      (1) Business Day of receipt (in the case of all other items), except as
      otherwise specified herein, the following payments and collections received
      by
      it in respect of Mortgage Loans after the Cut-off Date (other than in respect
      of
      principal and interest due on the Mortgage Loans by the Cut-off Date) and the
      following amounts required to be deposited hereunder:

     

    (i)  all
      payments on account of principal on the Mortgage Loans, including Principal
      Prepayments;

     

    (ii)  all
      payments on account of interest on the Mortgage Loans, net of the related
      Servicing Fee;

     

    (iii)  all
      Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds, other than
      proceeds to be applied to the restoration or repair of the Mortgaged Property
      or
      released to the Mortgagor in accordance with the Servicer’s normal servicing
      procedures;

     

    (iv)  [reserved];

     

    (v)  any
      amounts required to be deposited by the Servicer pursuant to Sections 3.12
      and
      3.14;

     

    (vi)  all
      Purchase Prices received from the Servicer or Seller and all Substitution
      Adjustment Amounts;

     

    (vii)  all
      Advances made by the Servicer pursuant to Section 4.01;

     

    (viii)  all
      amounts received pursuant to the Pool Policy other than amounts reimbursable
      to
      the Seller pursuant to Section 2.03(c); 

     

    (ix)  any
      other
      amounts required to be deposited hereunder; and

     

    (x)  all
      Prepayment Charges collected.

     

    In
      addition, with respect to any Mortgage Loan that is subject to a buydown
      agreement, on each Due Date for the Mortgage Loan, in addition to the monthly
      payment remitted by the related Mortgagor, the Servicer shall cause funds to
      be
      deposited into the Certificate Account in an amount required to cause an amount
      of interest to be paid with respect to the Mortgage Loan equal to the amount
      of
      interest that has accrued on the Mortgage Loan from the preceding Due Date
      at
      the Mortgage Rate net of the Servicing Fee on that date.

     

    The
      foregoing requirements for remittance by the Servicer shall be exclusive.
      Without limiting the generality of the foregoing, payments in the nature of
      late
      payment charges or assumption fees, if collected, need not be remitted by the
      Servicer. If the Servicer remits any amount not required to be remitted, it
      may
      at any time withdraw that amount from the Certificate Account, any provision
      herein to the contrary notwithstanding. The withdrawal or direction may be
      accomplished by delivering written notice of it to the Trustee or any other
      institution maintaining the Certificate Account that describes the amounts
      deposited in error in the Certificate Account. The Servicer shall maintain
      adequate records with respect to all withdrawals made pursuant to this Section
      3.06. All funds deposited in the Certificate Account shall be held in trust
      for
      the Certificateholders until withdrawn in accordance with Section
      3.09.

     

    The
      Trustee shall establish and maintain the Excess Reserve Fund Account, on behalf
      of the Class C Certificateholders, to secure its limited recourse obligation
      to
      pay to the Class A Certificateholders Net WAC Cap Carry Forward
      Amounts.

     

    On
      each
      Distribution Date, the Trustee shall deposit the amount of any Net WAC Cap
      Carry
      Forward Amount for that date into the Excess Reserve Fund Account.

     

    The
      Trustee shall invest amounts held in the Excess Reserve Fund Account only in
      Permitted Investments, which shall mature not later than the Business Day
      preceding the next Distribution Date (except that if such Permitted Investment
      is an obligation of the institution that maintains such account, then such
      Permitted Investment shall mature not later than the next Distribution Date)
      and, in each case, shall not be sold or disposed of before its maturity. The
      Servicer shall direct the Trustee in writing with respect to investment of
      amounts in the Excess Reserve Fund Account.

     

    On
      each
      Distribution Date on which a Net WAC Cap Carry Forward Amount exists for the
      Class A Certificates, the Trustee shall withdraw from the Excess Reserve Fund
      Account amounts necessary to pay to the Class A Certificates the Net WAC Cap
      Carry Forward Amount. Any Net WAC Cap Carry Forward Amounts paid by the Trustee
      to the Class A Certificateholders shall be accounted for by the Trustee as
      amounts distributed by REMIC III to the Class C Certificateholder (and from
      the
      Class C Certificateholder to the Excess Reserve Fund Account), for all federal
      income tax purposes. 

     

    The
      Trustee shall account for the Excess Reserve Fund Account as an “outside reserve
      fund” within the meaning of Treasury Regulation Section 1.860G-2(h) and not an
      asset of any REMIC created pursuant to this Agreement. It is the intention
      of
      the parties hereto that, for federal and state income and state and local
      franchise tax purposes, the Excess Reserve Fund Account be disregarded as an
      entity separate from the Holder of the Class C Certificates unless and until
      the
      date when either (a) there is more than one Class C Certificateholder or (b)
      the
      Class A Certificates, in addition to the Class C Certificates, are
      recharacterized as an equity interest in the Excess Reserve Fund Account for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Excess Reserve Fund Account be treated as a partnership. The
      Trustee shall treat amounts deposited into the Excess Reserve Fund Account
      as
      amounts distributed by REMIC III to the Class C Certificateholder (and from
      the
      Class C Certificateholder to the Excess Reserve Fund Account), for all federal
      income tax purposes. Accordingly, the Class A Certificates will be comprised
      of
      two components - a REMIC Regular Interest and an interest in a cap contract.
      The
      Trustee shall allocate the issue price for a Class of Certificates between
      two
      components for purposes of determining the issue price of the REMIC Regular
      Interest component. The Excess Reserve Fund Account will be part of the Trust
      but not part of any REMIC and any payments to the Holders of the Class A
      Certificates of Net WAC Cap Carry Forward Amounts will not be payments with
      respect to a “regular interest” in a REMIC within the meaning of Code Section
      860(G)(a)(1).

     

    By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Trustee, and the Trustee hereby is directed, to deposit into the
      Excess Reserve Fund Account the amounts described above on each Distribution
      Date as to which there is any Net WAC Cap Carry Forward Amount rather than
      distributing such amount to the Class C Certificateholders. By accepting a
      Class
      C Certificate, each Class C Certificateholder further agrees that such direction
      is given for good and valuable consideration, the receipt and sufficiency of
      which is acknowledged by such acceptance.

     

    For
      federal tax return and information reporting, the right of the Holders of the
      Class A Certificates to receive payments from the Excess Reserve Fund Account
      in
      respect of any Net WAC Cap Carry Forward Amounts may have more than a
de
      minimis
      value.

     

    Notwithstanding
      any provision contained in this Agreement, the Trustee shall not be required
      to
      make any payments from the Excess Reserve Fund Account except as expressly
      stated in this Section 3.06(d).

     

    (e)  [Reserved].

     

    (f)  The
      Trustee shall establish and maintain the Distribution Account on behalf of
      the
      Certificateholders. The
      Trustee shall, promptly upon receipt, deposit in the Distribution Account and
      retain therein the following:

     

    (i)  the
      aggregate amount remitted by the Servicer to the Trustee pursuant to Section
      3.09(a);

     

    (ii)  any
      amount deposited by the Servicer pursuant to Section 3.06(g) in connection
      with
      any losses on Permitted Investments; 

     

    (iii)  received
      with respect to the termination of the Trust Fund pursuant to Section 9.01;
      and

     

    (iv)  any
      other
      amounts deposited hereunder that are required to be deposited in the
      Distribution Account.

     

    If
      the
      Servicer remits any amount not required to be remitted, it may at any time
      direct the Trustee in writing to withdraw that amount from the Distribution
      Account, any provision herein to the contrary notwithstanding. The direction
      may
      be accomplished by delivering an Officer’s Certificate to the Trustee that
      describes the amounts deposited in error in the Distribution Account. All funds
      deposited in the Distribution Account shall be held by the Trustee in trust
      for
      the Certificateholders until disbursed in accordance with this Agreement or
      withdrawn in accordance with Section 3.09. In no event shall the Trustee incur
      liability for withdrawals from the Distribution Account at the direction of
      the
      Servicer.

     

    (g)  Each
      institution at which the Certificate Account is maintained shall invest the
      funds therein as directed in writing by the Servicer in Permitted Investments,
      which shall mature, in the not later than the second Business Day preceding
      the
      related Distribution Account Deposit Date (except that if the Permitted
      Investment is an obligation of the institution that maintains the account,
      then
      the Permitted Investment shall mature not later than the Business Day preceding
      the Distribution Account Deposit Date and
      shall
      not be sold or disposed of before its maturity).
      All
      Permitted Investments shall be made in the name of the Trustee, for the benefit
      of the Certificateholders. All income realized from any investment of funds
      on
      deposit in the Certificate Account shall be for the benefit of the Servicer
      as
      servicing compensation and shall be remitted to it monthly as provided herein.
      The amount of any realized losses on Permitted Investments in the Certificate
      Account shall promptly be deposited by the Servicer in the Certificate Account.
      The Trustee shall not be liable for the amount of any loss incurred in respect
      of any investment or lack of investment of funds held in the Certificate Account
      and made in accordance with this Section 3.06. 

     

    Funds
      in
      the Distribution Account shall not be invested unless directed in writing by
      the
      Trustee. Each institution at which the Distribution Account is maintained shall
      invest the funds therein as directed in writing by the Trustee in Permitted
      Investments, which shall mature, in the not later than the related Distribution
      Date and shall not be sold or disposed of before its maturity. All income
      realized from any investment of funds on deposit in the Distribution Account
      shall be for the benefit of the Trustee and shall be remitted to it monthly
      as
      provided herein. The amount of any realized losses on Permitted Investments
      in
      the Distribution Account shall promptly be deposited by the Trustee in the
      Distribution Account. 

     

    (h)  [Reserved].

     

    (i)  The
      Servicer shall notify the Trustee, the Seller, each Rating Agency, the
      Certificate Insurer and the Depositor of any proposed change of the location
      of
      the Certificate Account not later than 30 days and not more than 45 days before
      any change thereof.

     

    
      	Section
              3.07  	
              Collection
                of Taxes, Assessments, and Similar
                Items

            


    

     

    Escrow
      Accounts.

     

    (a)  To
      the
      extent required by the related Mortgage Note and not violative of current law,
      the Servicer shall establish and maintain one or more accounts (each, an
“Escrow
      Account”)
      and
      deposit and retain therein all collections from the Mortgagors (or Servicing
      advances) for the payment of taxes, assessments, hazard insurance premiums
      or
      comparable items for the account of the Mortgagors. Nothing herein shall require
      the Servicer to compel a Mortgagor to establish an Escrow Account in violation
      of applicable law.

     

    (b)  Withdrawals
      of amounts so collected from the Escrow Accounts may be made only to effect
      timely payment of taxes, assessments, hazard insurance premiums, condominium
      or
      PUD association dues, or comparable items, to reimburse (without duplication)
      the Servicer out of related collections for any payments made pursuant to
      Sections 3.01 (with respect to taxes and assessments and insurance premiums)
      and
      3.10 (with respect to hazard insurance), to refund to any Mortgagors any sums
      determined to be overages, to pay interest, if required by law or the related
      Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account
      or to
      clear and terminate the Escrow Account at the termination of this Agreement
      in
      accordance with Section 9.01. The Escrow Accounts shall not be a part of the
      Trust Fund.

     

    (c)  The
      Servicer shall advance any payments referred to in Section 3.07(a) that are
      not
      timely paid by the Mortgagors on the date when the tax, premium or other cost
      for which such payment is intended is due, but the Servicer shall be required
      so
      to advance only to the extent that such advances, in the good faith judgment
      of
      the Servicer, will be recoverable by the Servicer out of Insurance Proceeds,
      Liquidation Proceeds, or otherwise.

     

    
      	Section
              3.08  	
              Access
                to Certain Documentation and
                Information

            


    

     

    Regarding
      the Mortgage Loans.

     

    The
      Servicer shall afford the Depositor, the Trustee, the Certificate Insurer and
      the Supplemental Interest Trust Trustee reasonable access to all records and
      documentation regarding the Mortgage Loans and all accounts, insurance
      information, and other matters relating to this Agreement, such access being
      afforded without charge, but only upon reasonable request and during normal
      business hours at the office designated by the Servicer.

     

    Upon
      reasonable advance notice in writing, the Servicer will provide to each
      Certificateholder or Certificate Owner that is a savings and loan association,
      bank, or insurance company certain reports and reasonable access to information
      and documentation regarding the Mortgage Loans sufficient to permit the
      Certificateholder or Certificate Owner to comply with applicable regulations
      of
      the OTS or other regulatory authorities with respect to investment in the
      Certificates. The Servicer shall be entitled to be reimbursed by each such
      Certificateholder or Certificate Owner for actual expenses incurred by the
      Servicer in providing the reports and access.

     

    
      	Section
              3.09  	
              Permitted
                Withdrawals from the Certificate Account,
                the

            


    

     

    Distribution
      Account and the Excess Reserve Fund Account.

     

    (a)  The
      Servicer may (and, in the case of clause (ix) below, shall) from time to time
      make withdrawals from the Certificate Account for the following
      purposes:

     

    (i)  to
      pay to
      the Servicer (to the extent not previously retained) the servicing compensation
      to which it is entitled pursuant to Section 3.15, and to pay to the Servicer,
      as
      additional servicing compensation, earnings on or investment income with respect
      to funds in or credited to the Certificate Account;

     

    (ii)  to
      reimburse the Servicer for unreimbursed Advances made by it, such right of
      reimbursement pursuant to this subclause (ii) being limited to amounts received
      on the Mortgage Loans in respect of which the Advance was made;

     

    (iii)  to
      reimburse the Servicer for any Nonrecoverable Advance or Nonrecoverable
      Servicing Advance previously made;

     

    (iv)  to
      reimburse the Servicer for Insured Expenses from the related Insurance
      Proceeds;

     

    (v)  to
      reimburse the Servicer for (a) unreimbursed Servicing Advances, such right
      of
      reimbursement pursuant to this sub-clause (a) made by it being limited to
      amounts received on the Mortgage Loans in respect of which the Servicing Advance
      was made that represent late recoveries of the payments for which such advances
      were made pursuant to Section 3.01, Section 3.07 or Section 3.10 and (b) for
      unpaid Servicing Fees as provided in Section 3.12;

     

    (vi)  to
      pay to
      the purchaser, with respect to each Mortgage Loan or property acquired in
      respect thereof that has been purchased pursuant to Section 2.01, 2.02, 2.03
      or
      2.05, all amounts received thereon after the date of such purchase;

     

    (vii)  to
      reimburse the Seller, the Servicer or the Depositor for expenses incurred by
      any
      of them and reimbursable pursuant to Section 6.03;

     

    (viii)  to
      withdraw any amount deposited in the Certificate Account and not required to
      be
      deposited therein;

     

    (ix)  by
      the
      Distribution Account Deposit Date, to withdraw (1) the Servicer Remittance
      Amount for the Distribution Date, to the extent on deposit, and (2) the
      Prepayment Charges on deposit, and remit such amount to the Trustee for deposit
      in the Distribution Account; 

     

    (x)  to
      clear
      and terminate the Certificate Account upon termination of this Agreement
      pursuant to Section 9.01; 

     

    (xi)  to
      make
      distributions to the Supplemental Interest Trust in accordance with Section
      4.05; and

     

    (xii)  to
      reimburse the Pool Insurer for any unreimbursed Trailing Payment (as such term
      is defined in the Pool Policy) with respect to the Covered Mortgage Loans,
      after
      the payment of any Claim Amount (as such term is defined in the Pool Policy).
      

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, to justify any withdrawal from the Certificate Account
      pursuant to subclauses (i), (ii), (iv), (v), and (vi). Before making any
      withdrawal from the Certificate Account pursuant to subclause (iii), the
      Servicer shall deliver to the Trustee and the Certificate Insurer an Officer’s
      Certificate of a Servicing Officer indicating the amount of any previous Advance
      determined by the Servicer to be a Nonrecoverable Advance and identifying the
      related Mortgage Loans and their respective portions of the Nonrecoverable
      Advance.

     

    (b)  The
      Trustee shall withdraw funds from the Distribution Account for distributions
      to
      Certificateholders, the Certificate Insurer and the Pool Insurer in the manner
      specified in this Agreement (and to withhold from the amounts so withdrawn
      the
      amount of any taxes that it is authorized to withhold pursuant to the last
      paragraph of Section 8.11). In addition, the Trustee may from time to time
      make
      withdrawals from the Distribution Account for the following
      purposes:

     

    (i)  to
      pay to
      itself the Trustee Fee for the related Distribution Date;

     

    (ii)  to
      pay to
      the Servicer as additional servicing compensation earnings on or investment
      income with respect to funds in the Distribution Account;

     

    (iii)  to
      withdraw and return to the Servicer any amount deposited in the Distribution
      Account and not required to be deposited therein; and

     

    (iv)  to
      clear
      and terminate the Distribution Account upon termination of the Agreement
      pursuant to Section 9.01. 

     

    (c)  On
      each
      Distribution Date, the Trustee shall make withdrawals from the Excess Reserve
      Fund Account for deposit in the Distribution Account of the amount required
      pursuant to Section 3.06(d). Each institution at which the Excess Reserve Fund
      Account is maintained shall invest the funds therein as directed in writing
      by
      the Servicer in Permitted Investments, which shall mature not later than the
      second Business Day preceding the related Distribution Account Deposit Date
      (except that if the Permitted Investment is an obligation of the institution
      that maintains the account, then the Permitted Investment shall mature not
      later
      than the Business Day preceding the Distribution Account Deposit Date) and
      shall
      not be sold or disposed of before its maturity. All Permitted Investments shall
      be made in the name of the Trustee, for the benefit of the Certificateholders.
      All income realized from any investment of funds on deposit in the Excess
      Reserve Fund Account shall be for the benefit of the Servicer as servicing
      compensation and shall be remitted to it monthly as provided herein. The amount
      of any realized losses on Permitted Investments in the Excess Reserve Fund
      Account shall promptly be deposited by the Servicer in the Excess Reserve Fund
      Account. On the earlier of (i) the termination of this Agreement pursuant to
      Section 9.01 and (ii) the Distribution Date on which all of the Certificates
      (other than the Class C Certificates) are reduced to zero, any amount remaining
      on deposit in the Excess Reserve Fund Account after giving effect to the
      requirements of this section shall be withdrawn by the Trustee and paid to
      the
      Class C Certificateholders.

     

    
      	Section
              3.10  	
              Maintenance
                of Hazard Insurance; Maintenance
                of

            


    

     

    Primary
      Insurance Policies.

     

    (a)  The
      Servicer shall maintain, for each Mortgage Loan, hazard insurance with extended
      coverage in an amount that is at least equal to the lesser of (i) the maximum
      insurable value of the improvements securing the Mortgage Loan and (ii) the
      greater of (x) outstanding principal balance of the Mortgage Loan and (y) an
      amount such that the proceeds of the hazard insurance policy are sufficient
      to
      prevent the related Mortgagor or the mortgagee from becoming a
      co-insurer.

     

    Each
      policy of standard hazard insurance shall contain, or have an accompanying
      endorsement that contains, a standard mortgagee clause. Any amounts collected
      under the policies (other than the amounts to be applied to the restoration
      or
      repair of the related Mortgaged Property or amounts released to the Mortgagor
      in
      accordance with the Servicer’s normal servicing procedures) shall be deposited
      in the Certificate Account. Any cost incurred in maintaining any insurance
      shall
      not, for the purpose of calculating monthly distributions to the
      Certificateholders or remittances to the Trustee for their benefit, be added
      to
      the principal balance of the Mortgage Loan, notwithstanding that the Mortgage
      Loan so permits. Such costs shall be recoverable by the Servicer out of late
      payments by the related Mortgagor or out of Liquidation Proceeds to the extent
      permitted by Section 3.09. No earthquake or other additional insurance is to
      be
      required of any Mortgagor or maintained on property acquired in respect of
      a
      Mortgage other than pursuant to any applicable laws and regulations in force
      that require additional insurance. If the Mortgaged Property is located at
      the
      time of origination of the Mortgage Loan in a federally designated special
      flood
      hazard area and the area is participating in the national flood insurance
      program, the Servicer shall maintain flood insurance for the Mortgage Loan.
      The
      flood insurance shall be in an amount equal to the least
      of
      (i) the
      original principal balance of the related Mortgage Loan, (ii) the replacement
      value of the improvements that are part of the Mortgaged Property and
      (iii)
      the maximum amount of flood insurance available for the related Mortgaged
      Property under the national flood insurance program.

     

    If
      the
      Servicer obtains and maintains a blanket policy insuring against hazard losses
      on all of the Mortgage Loans, it shall have satisfied its obligations in the
      first sentence of this Section 3.10. The policy may contain a deductible clause
      on terms substantially equivalent to those commercially available and maintained
      by comparable servicers. If the policy contains a deductible clause and a policy
      complying with the first sentence of this Section 3.10 has not been maintained
      on the related Mortgaged Property, and if a loss that would have been covered,
      but for the deductibles, by the required policy occurs, the Servicer shall
      deposit in the Certificate Account, without any right of reimbursement, the
      amount not otherwise payable under the blanket policy because of the deductible
      clause. In connection with its activities as Servicer of the Mortgage Loans,
      the
      Servicer agrees to present, on behalf of itself, the Depositor, and the Trustee
      for the benefit of the Certificateholders and the Certificate Insurer, claims
      under any blanket policy.

     

    (b)  The
      Servicer shall not take any action that would result in non-coverage under
      any
      applicable Primary Insurance Policy of any loss that, but for the actions of
      the
      Servicer, would have been covered thereunder. The Servicer shall not cancel
      or
      refuse to renew any Primary Insurance Policy that is in effect at the date
      of
      the initial issuance of the Certificates and is required to be kept in force
      hereunder unless the replacement Primary Insurance Policy for the canceled
      or
      non-renewed policy is maintained with a Qualified Insurer. The Servicer need
      not
      maintain any Primary Insurance Policy if maintaining the Primary Insurance
      Policy is prohibited by applicable law. The Servicer agrees, to the extent
      permitted by applicable law, to effect the timely payment of the premiums on
      each Primary Insurance Policy, and any costs not otherwise recoverable shall
      be
      recoverable by the Servicer from the related liquidation proceeds. The Servicer
      shall maintain for as long as each relevant Mortgage Loan is outstanding the
      mortgage insurance associated with the Mortgage Loans identified on the Mortgage
      Loan Schedule as having lender acquired mortgage insurance, and as to any other
      Mortgage Loans the Servicer need not maintain any Primary Insurance Policy
      with
      respect to any Mortgage Loan with a Loan-to-Value Ratio less than or equal
      to
      80% as of any date of determination or, based on a new appraisal, the principal
      balance of the Mortgage Loan represents 80% or less of the new Appraised
      Value.

     

    In
      connection with its activities as Servicer of the Mortgage Loans, the Servicer
      agrees to present, on behalf of itself, the Trustee, the Certificate Insurer
      and
      the Certificateholders, claims to the insurer under any Primary Insurance
      Policies and, in this regard, to take any reasonable action in accordance with
      the Servicing Standard necessary to permit recovery under any Primary Insurance
      Policies respecting defaulted Mortgage Loans. Any amounts collected by the
      Servicer under any Primary Insurance Policies shall be deposited in the
      Certificate Account.

     

    
      	Section
              3.11  	
              Enforcement
                of Due-On-Sale Clauses; Assumption
                Agreements.

            


    

     

    (a)  Except
      as
      otherwise provided in this Section 3.11, when any property subject to a Mortgage
      has been conveyed by the Mortgagor, the Servicer shall to the extent that it
      has
      knowledge of the conveyance and in accordance with the Servicing Standard,
      enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
      to
      the extent permitted under applicable law and governmental regulations, but
      only
      to the extent that enforcement will not adversely affect or jeopardize coverage
      under any Required Insurance Policy. Notwithstanding the foregoing, the Servicer
      is not required to exercise these rights with respect to a Mortgage Loan if
      the
      Person to whom the related Mortgaged Property has been conveyed or is proposed
      to be conveyed satisfies the conditions contained in the Mortgage Note and
      Mortgage related thereto and the consent of the mortgagee under the Mortgage
      Note or Mortgage is not otherwise so required under the Mortgage Note or
      Mortgage as a condition to the transfer.

     

    If
      (i)
      the Servicer is prohibited by law from enforcing any due-on-sale clause, (ii)
      coverage under any Required Insurance Policy would be adversely affected, (iii)
      the Mortgage Note does not include a due-on-sale clause or (iv) nonenforcement
      is otherwise permitted hereunder, the Servicer is authorized, subject to Section
      3.11(b), to take or enter into an assumption and modification agreement from
      or
      with the person to whom the property has been or is about to be conveyed,
      pursuant to which the person becomes liable under the Mortgage Note and, unless
      prohibited by applicable state law, the Mortgagor remains liable thereon. The
      Mortgage Loan must continue to be covered (if so covered before the Servicer
      enters into the agreement) by the applicable Required Insurance
      Policies.

     

    The
      Servicer, subject to Section 3.11(b), is also authorized with the prior approval
      of the insurers under any Required Insurance Policies to enter into a
      substitution of liability agreement with the Person, pursuant to which the
      original Mortgagor is released from liability and the Person is substituted
      as
      Mortgagor and becomes liable under the Mortgage Note. Notwithstanding the
      foregoing, the Servicer shall not be deemed to be in default under this Section
      3.11 because of any transfer or assumption that the Servicer reasonably believes
      it is restricted by law from preventing, for any reason whatsoever.

     

    (b)  Subject
      to the Servicer’s duty to enforce any due-on-sale clause to the extent provided
      in Section 3.11(a), in any case in which a Mortgaged Property has been conveyed
      to a Person by a Mortgagor, and the Person is to enter into an assumption
      agreement or modification agreement or supplement to the Mortgage Note or
      Mortgage that requires the signature of the Trustee, or if an instrument of
      release signed by the Trustee is required releasing the Mortgagor from liability
      on the Mortgage Loan, the Servicer shall prepare and deliver to the Trustee
      for
      signature and shall direct the Trustee, in writing, to execute the assumption
      agreement with the Person to whom the Mortgaged Property is to be conveyed,
      and
      the modification agreement or supplement to the Mortgage Note or Mortgage or
      other instruments appropriate to carry out the terms of the Mortgage Note or
      Mortgage or otherwise to comply with any applicable laws regarding assumptions
      or the transfer of the Mortgaged Property to the Person. In connection with
      any
      such assumption, no material term of the Mortgage Note may be
      changed.

     

    In
      addition, the substitute Mortgagor and the Mortgaged Property must be acceptable
      to the Servicer in accordance with its underwriting standards as then in effect.
      Together with each substitution, assumption, or other agreement or instrument
      delivered to the Trustee for execution by it, the Servicer shall deliver an
      Officer’s Certificate signed by a Servicing Officer stating that the
      requirements of this subsection have been met in connection therewith. The
      Servicer shall notify the Trustee that any substitution or assumption agreement
      has been completed by forwarding to the Trustee the original of the substitution
      or assumption agreement, which in the case of the original shall be added to
      the
      related Mortgage File and shall, for all purposes, be considered a part of
      the
      Mortgage File to the same extent as all other documents and instruments
      constituting a part thereof. The Servicer will retain any fee collected by
      it
      for entering into an assumption or substitution of liability agreement as
      additional servicing compensation.

     

    
      	Section
              3.12  	
              Realization
                Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage
                Loans.

            


    

     

    (a)  The
      Servicer shall use reasonable efforts in accordance with the Servicing Standard
      to foreclose on or otherwise comparably convert the ownership of Mortgaged
      Properties in respect of which the related Mortgage Loans have come into and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments. In connection with the foreclosure or other
      conversion, the Servicer shall follow the Servicing Standard and shall follow
      the requirements of the insurer under any Required Insurance
      Policy.

     

    Notwithstanding
      the foregoing, the Servicer shall not be required to expend its own funds in
      connection with any foreclosure or towards the restoration of any property
      unless it determines (i) that the restoration or foreclosure will increase
      the
      proceeds of liquidation of the Mortgage Loan after reimbursement to itself
      of
      restoration expenses and (ii) that restoration expenses will be recoverable
      to
      it through Liquidation Proceeds (respecting which it shall have priority for
      purposes of withdrawals from the Certificate Account). The Servicer shall be
      responsible for all other costs and expenses incurred by it in any foreclosure
      proceedings. The Servicer is entitled to reimbursement thereof from the
      liquidation proceeds with respect to the related Mortgaged Property, as provided
      in the definition of Liquidation Proceeds. If the Servicer has knowledge that
      a
      Mortgaged Property that the Servicer is contemplating acquiring in foreclosure
      or by deed in lieu of foreclosure is located within one mile of any site listed
      in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984
      or
      other site with environmental or hazardous waste risks known to the Servicer,
      the Servicer will, before acquiring the Mortgaged Property, consider the risks
      and only take action in accordance with its established environmental review
      procedures. The Servicer shall not foreclose any Mortgaged Property or accept
      a
      deed in lieu of foreclosure for any Mortgaged Property if the Servicer has
      actual knowledge or notice that the Mortgaged Property contains material
      hazardous wastes or substances subject to the Hazardous Substance Clean Up
      Bond
      Act of 1984. 

     

    With
      respect to any REO Property, the deed or certificate of sale shall be taken
      in
      the name of the Trustee for the benefit of the Certificateholders, or its
      nominee, on behalf of the Certificateholders. The Trustee’s name shall be placed
      on the title to the REO Property solely as the Trustee hereunder and not in
      its
      individual capacity. The Servicer shall ensure that the title to the REO
      Property references this Agreement and the Trustee’s capacity hereunder.
      Pursuant to its efforts to sell the REO Property, the Servicer shall either
      itself or through an agent selected by the Servicer protect and conserve the
      REO
      Property in accordance with the Servicing Standard as the Servicer deems to
      be
      in the best interest of the Certificateholders and the Certificate Insurer
      for
      the period before the sale of the REO Property.

     

    The
      Servicer shall perform the tax reporting and withholding required by Sections
      1445 and 6050J of the Code with respect to foreclosures and abandonments, the
      tax reporting required by Section 6050H of the Code with respect to the receipt
      of mortgage interest from individuals and, if required by Section 6050P of
      the
      Code with respect to the cancellation of indebtedness by certain financial
      entities, the preparation of any required tax and information returns, in the
      form required, and filed the same.

     

    If
      the
      Trust Fund acquires any Mortgaged Property as aforesaid or otherwise in
      connection with a default or imminent default on a Mortgage Loan, the REO
      Property shall only be held temporarily, shall be actively marketed for sale,
      and the Servicer shall dispose of the Mortgaged Property as soon as practicable,
      and in any case before the end of the third calendar year following the calendar
      year in which the Trust Fund acquires the property. Notwithstanding any other
      provision of this Agreement, no Mortgaged Property acquired by the Trust Fund
      shall be rented (or allowed to continue to be rented) or otherwise used for
      the
      production of income by or on behalf of the Trust Fund.

     

    The
      decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be
      subject to a determination by the Servicer that the proceeds of the foreclosure
      would exceed the costs and expenses of bringing a foreclosure proceeding. The
      proceeds received from the maintenance of any REO Properties, net of
      reimbursement to the Servicer for expenses incurred (including any property
      or
      other taxes) in connection with maintenance of the REO Properties and net of
      unreimbursed Servicing Fees, Advances and Servicing Advances, shall be applied
      to the payment of principal of and interest on the related defaulted Mortgage
      Loans (with interest accruing as though the Mortgage Loans were still current
      and adjustments, if applicable, to the Mortgage Rate were being made in
      accordance with the Mortgage Note) and all such proceeds shall be deemed, for
      all purposes in this Agreement, to be payments on account of principal and
      interest on the related Mortgage Notes and shall be deposited into the
      Certificate Account. To the extent the proceeds received during any calendar
      month exceed the amount attributable to amortizing principal and accrued
      interest at the related Mortgage Rate on the related Mortgage Loan for the
      calendar month, the excess shall be considered to be a partial prepayment of
      principal of the related Mortgage Loan.

     

    The
      proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from
      an REO Property, will be applied in the following order:

     

    first,
      to
      reimburse the Servicer for any related unreimbursed Servicing Advances or
      Servicing Fees or for any unreimbursed Advances, as applicable;

     

    second,
      to
      reimburse the Certificate Account for any Nonrecoverable Advances (or portions
      thereof) that were previously withdrawn by the Servicer pursuant to Section
      3.09(a)(ii) that related to the Mortgage Loan;

     

    third,
      to
      accrued and unpaid interest (to the extent no Advance has been made for such
      amount or an Advance has been reimbursed) on the Mortgage Loan or related REO
      Property, at the Adjusted Mortgage Rate through the Remittance Period preceding
      the Distribution Date on which the amounts are required to be distributed;
      and

     

    fourth,
      as a
      recovery of principal of the Mortgage Loan. The Servicer will retain any Excess
      Proceeds from the liquidation of a Liquidated Mortgage Loan as additional
      servicing compensation pursuant to Section 3.15.

     

    (b)  With
      respect to any Mortgage Loan that becomes 120 days or more delinquent and the
      Servicer, after making a Final Recovery Determination, determines that a net
      recovery that would eliminate or reduce a Realized Loss by more than an
      immaterial amount is not possible through foreclosure, such Mortgage Loan shall
      be charged off and such Mortgage Loan shall be treated as a Liquidated Mortgage
      Loan giving rise to a Realized Loss. In addition, the Servicer shall
      not be entitled to any additional Servicing Fees or reimbursement of
      expenses in connection with any Charged-Off Mortgage Loan except that
      (i) the Servicer shall be entitled to previously accrued and
      unpaid Servicing Fees and previously incurred expenses and (ii) to the extent
      of
      funds available from the aggregate amount of subsequent recoveries on such
      Charged-Off Mortgage Loan, the Servicer shall be entitled to
      previously accrued Servicing Fees on any such Charged-Off Mortgage Loan and
      expenses incurred in connection with collecting such subsequent
      recoveries. Any recoveries on such Charged-Off Mortgage Loans (net of
      any previously accrued and unpaid Servicing Fees and reimbursements to the
      Servicer for expenses) shall be treated as Liquidation Proceeds distributable
      to
      the Trustee for the benefit of the Certificateholders.

     

    (c)  The
      Servicer
      may
      modify any Mortgage Loan at the request of the related Mortgagor, provided
      that
      (i) the modification is in lieu of a refinancing, (ii) the modification of
      a
      Mortgage Loan is made to change the interest rate of the related Mortgage Loan
      or to alter any other characteristics of the Mortgage Loan and (iii) the
      Servicer purchases the relevant Mortgage Loan from the Trust Fund immediately
      preceding the modification as described below. Upon the agreement of the
      Servicer to modify a Mortgage Loan in accordance with the preceding sentence,
      the Servicer shall purchase that Mortgage Loan and all interest of the Trustee
      in that Mortgage Loan shall automatically be deemed transferred and assigned
      to
      the Servicer and all benefits and burdens of ownership thereof, including the
      right to accrued interest thereon from the date of purchase and the risk of
      default thereon, shall pass to the Servicer. The Servicer shall promptly deliver
      to the Trustee a certification of a Servicing Officer to the effect that all
      requirements of this paragraph of subsection (c) have been satisfied with
      respect to the Mortgage Loan to be repurchased pursuant to this
      paragraph.

     

    The
      Servicer shall deposit the Purchase Price for any Mortgage Loan repurchased
      pursuant to this Section 3.12 in the Certificate Account pursuant to Section
      3.06 within one (1) Business Day after the purchase of the Mortgage Loan. Upon
      receipt by the Trustee of written notification of any such deposit signed by
      a
      Servicing Officer, the Trustee shall release to the Servicer the related
      Mortgage File and shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as shall be necessary to vest in
      the
      Servicer any Mortgage Loan previously transferred and assigned pursuant
      hereto.

     

    The
      Servicer covenants and agrees to indemnify the Trust Fund against any liability
      for any taxes (including prohibited transaction taxes) and any related interest,
      additions, and penalties imposed on the Trust Fund established hereunder as
      a
      result of any modification of a Mortgage Loan effected pursuant to this Section
      3.12 or any purchase of a Mortgage Loan by the Servicer in connection with
      a
      modification (but such obligation shall not prevent the Servicer or any other
      appropriate Person from contesting any such tax in appropriate proceedings
      and
      shall not prevent the Servicer from withholding payment of such tax, if
      permitted by law, pending the outcome of such proceedings). The Servicer shall
      have no right of reimbursement for any amount paid pursuant to the foregoing
      indemnification, except to the extent that the amount of any tax, interest,
      and
      penalties, together with interest thereon, is refunded to the Trust Fund or
      the
      Servicer.

     

    
      	Section
              3.13  	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full will be escrowed in a manner customary for
      such purposes, the Servicer will immediately notify the Trustee by delivering
      a
“Request
      for Release”
      substantially in the form of Exhibit N. Upon receipt of the request, the Trustee
      shall promptly release the related Mortgage File to the Servicer, and the
      Trustee shall at the Servicer’s direction execute and deliver to the Servicer
      the request for reconveyance, deed of reconveyance, or release or satisfaction
      of mortgage or such instrument releasing the lien of the Mortgage in each case
      provided by the Servicer, together with the Mortgage Note with written evidence
      of cancellation thereon. Expenses incurred in connection with any instrument
      of
      satisfaction or deed of reconveyance shall be chargeable to the related
      Mortgagor.

     

    From
      time
      to time and as shall be appropriate for the servicing or foreclosure of any
      Mortgage Loan, including for such purpose collection under any policy of flood
      insurance, any fidelity bond or errors or omissions policy, or for the purposes
      of effecting a partial release of any Mortgaged Property from the lien of the
      Mortgage or the making of any corrections to the Mortgage Note or the Mortgage
      or any of the other documents included in the Mortgage File, the Trustee shall,
      upon delivery to the Trustee of a Request for Release in the form of Exhibit
      M
      signed by a Servicing Officer, release the Mortgage File to the Servicer or
      its
      designee. Subject to the further limitations stated below, the Servicer shall
      cause the Mortgage File or documents so released to be returned to the Trustee
      when the need therefor by the Servicer no longer exists, unless the Mortgage
      Loan is liquidated and the proceeds thereof are deposited in the Certificate
      Account, in which case the Servicer shall deliver to the Trustee a Request
      for
      Release in the form of Exhibit N, signed by a Servicing Officer.

     

    If
      the
      Servicer at any time seeks to initiate a foreclosure proceeding in respect
      of
      any Mortgaged Property as authorized by this Agreement, the Servicer shall
      deliver to the Trustee, for signature, as appropriate, any court pleadings,
      requests for trustee’s sale, or other documents necessary to effectuate such
      foreclosure or any legal action brought to obtain judgment against the Mortgagor
      on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or
      to
      enforce any other remedies or rights provided by the Mortgage Note or the
      Mortgage or otherwise available at law or in equity.

     

    
      	Section
              3.14  	
              Documents,
                Records, and Funds in Possession of the Servicer to be Held for the
                Trustee.

            


    

     

    The
      Servicer shall account fully to the Trustee for any funds it receives or
      otherwise collects as Liquidation Proceeds or Insurance Proceeds in respect
      of
      any Mortgage Loan. All Mortgage Files and funds collected or held by, or under
      the control of, the Servicer in respect of any Mortgage Loans, whether from
      the
      collection of principal and interest payments or from Liquidation Proceeds,
      including any funds on deposit in the Certificate Account, shall be held by
      the
      Servicer for and on behalf of the Trustee and shall be and remain the sole
      and
      exclusive property of the Trustee, subject to the applicable provisions of
      this
      Agreement. The Servicer also agrees that it shall not create, incur or subject
      any Mortgage File or any funds that are deposited in the Certificate Account,
      the Distribution Account or any Escrow Account, or any funds that otherwise
      are
      or may become due or payable to the Trustee for the benefit of the
      Certificateholders, to any claim, lien, security interest, judgment, levy,
      writ
      of attachment, or other encumbrance, or assert by legal action or otherwise
      any
      claim or right of setoff against any Mortgage File or any funds collected on,
      or
      in connection with, a Mortgage Loan, except, however, that the Servicer shall
      be
      entitled to set off against and deduct from any such funds any amounts that
      are
      properly due and payable to the Servicer under this Agreement.

     

    
      	Section
              3.15  	
              Servicing
                Compensation.

            


    

     

    As
      compensation for its activities hereunder, the Servicer may retain or withdraw
      from the Certificate Account the Servicing Fee for each Mortgage Loan for the
      related Distribution Date. Notwithstanding the foregoing, the aggregate
      Servicing Fee payable to the Servicer shall be reduced by the lesser
      of
      the
      aggregate of the Prepayment Interest Shortfalls with respect to the Distribution
      Date and
      the
      aggregate Compensating Interest for the Distribution Date.

     

    Additional
      servicing compensation in the form of Prepayment Interest Excess, Excess
      Proceeds, assumption fees, late payment charges and all income and gain net
      of
      any losses realized from Permitted Investments shall be retained by the Servicer
      to the extent not required to be deposited in the Certificate Account pursuant
      to Section 3.06. The Servicer shall be required to pay all expenses incurred
      by
      it in connection with its servicing activities hereunder (payment of any
      premiums for hazard insurance, and any Primary Insurance Policy and maintenance
      of the other forms of insurance coverage required by this Agreement) and shall
      not be entitled to reimbursement therefor except as specifically provided in
      this Agreement.

     

    
      	Section
              3.16  	
              Access
                to Certain
                Documentation.

            


    

     

    The
      Servicer shall provide to the OTS and the FDIC and to comparable regulatory
      authorities supervising the Certificateholders and Certificate Owners and the
      examiners and supervisory agents of the OTS, the FDIC and such other
      authorities, access to the documentation regarding the Mortgage Loans required
      by applicable regulations of the OTS and the FDIC. Access shall be afforded
      without charge, but only upon reasonable prior written request and during normal
      business hours at the offices designated by the Servicer. Nothing in this
      Section 3.16 shall limit the obligation of the Servicer to observe any
      applicable law prohibiting disclosure of information regarding the Mortgagors
      and the failure of the Servicer to provide access as provided in this Section
      3.16 as a result of such obligation shall not constitute a breach of this
      Section 3.16.

     

    
      	Section
              3.17  	
              Annual
                Statement as to
                Compliance.

            


    

     

    The
      Servicer shall deliver to the Certificate Insurer and the Trustee via electronic
      mail (DBSEC.Notifications@db.com), the Depositor and the Rating Agencies on
      or
      before March 15 of each year, commencing in 2008, an officer’s certificate,
      certifying that with respect to the period ending December 31st of the prior
      year: (i) the Servicer or such Servicing Officer, as applicable, has reviewed
      the activities of the Servicer during the preceding calendar year or portion
      thereof and its performance under this Agreement and (ii) to the best of the
      Servicer’s or such Servicing Officer’s knowledge, as applicable, based on such
      review, the Servicer has performed and fulfilled its duties, responsibilities
      and obligations under this Agreement in all material respects throughout such
      year, or, if there has been a default in the fulfillment of any such duties,
      responsibilities or obligations, specifying each such default known to such
      Servicing Officer and the nature and status thereof. Copies of any such
      statement shall be provided by the Trustee to any Certificateholder and to
      any
      Person identified to the Trustee as a prospective transferee of a Certificate,
      upon request at the expense of the requesting party, provided such statement
      is
      delivered by the Servicer to the Trustee. In addition to the foregoing, the
      Servicer will, to the extent reasonable, give any other servicing information
      required by the Commission pursuant to applicable law. 

     

    
      	Section
              3.18  	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    The
      Servicer shall service and administer the Mortgage Loans in accordance with
      all
      applicable requirements of the Servicing Criteria (as set forth in Exhibit
      R
      hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
      of Regulation AB, the Servicer shall deliver to the Certificate Insurer and
      the
      Trustee via electronic mail (DBSEC.Notifications@db.com) and the Depositor
      prior
      to (x) March 15, 2008 and (y) unless and until a Form 15 Suspension Notice
      shall
      have been filed, prior to March 15th of each year thereafter, a report regarding
      the Servicer’s assessment of compliance (an “Assessment
      of Compliance”)
      with
      the Servicing Criteria during the preceding calendar year. The Assessment of
      Compliance must be reasonably satisfactory to the Depositor, and as set forth
      in
      Regulation AB, the Assessment of Compliance must contain the
      following:

     

    (i)  A
      statement by such officer of its responsibility for assessing compliance with
      the Servicing Criteria applicable to the Servicer;

     

    (ii)  A
      statement by such officer that such officer used the Servicing Criteria, and
      which will also be attached to the Assessment of Compliance, to assess
      compliance with the Servicing Criteria applicable to the Servicer;

     

    (iii)  An
      assessment by such officer of the Servicer’s compliance with the applicable
      Servicing Criteria for the period consisting of the preceding calendar year,
      including disclosure of any material instance of noncompliance with respect
      thereto during such period, which assessment shall be based on the activities
      it
      performs with respect to asset-backed securities transactions taken as a whole
      involving the Servicer, that are backed by the same asset type as the Mortgage
      Loans;

     

    (iv)  A
      statement that a registered public accounting firm has issued an attestation
      report on the Servicer’s Assessment of Compliance for the period consisting of
      the preceding calendar year; and

     

    (v)  A
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Servicer, which statement shall be based on the activities it performs
      with
      respect to asset-backed securities transactions taken as a whole involving
      the
      Servicer, that are backed by the same asset type as the Mortgage
      Loans.

     

    Such
      report at a minimum shall address each of the Servicing Criteria specified
      on
      Exhibit R hereto which are indicated as applicable to the Servicer.

     

    Prior
      to
      (x) March 15, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 15th of each year thereafter, the Servicer
      shall
      furnish to the Trustee and the Depositor a report (an “Attestation
      Report”)
      by a
      registered public accounting firm that attests to, and reports on, the
      Assessment of Compliance made by the Servicer, as required by Rules 13a-18
      and
      15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
      Report must be made in accordance with standards for attestation reports issued
      or adopted by the Public Company Accounting Oversight Board. 

     

    The
      Servicer shall cause and any sub-servicer, and each subcontractor determined
      by
      the Servicer to be “participating in the servicing function” within the meaning
      of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor
      an
      Assessment of Compliance and Attestation Report as and when provided
      above.

     

    Such
      Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
      each of the Servicing Criteria specified on Exhibit R hereto which are indicated
      as applicable to any “primary servicer.” Notwithstanding the foregoing, as to
      any subcontractor, an Assessment of Compliance is not required to be delivered
      unless it is required as part of a Form 10-K with respect to the Trust
      Fund.

     

    If
      the
      Servicer cannot deliver any Assessment of Compliance or Attestation Report
      by
      March 15th of such year, the Depositor, at its sole option, may permit a cure
      period for the Servicer to deliver such Assessment of Compliance or Attestation
      Report, but in no event later than March 25th of such year.

     

    Failure
      of the Servicer to timely comply with this Section 3.18 may be deemed an Event
      of Default. The Trustee shall, with the consent of the Depositor, in addition
      to
      whatever rights the Trustee may have under this Agreement and at law or equity
      or to damages, including injunctive relief and specific performance, give notice
      to the Certificate Insurer (so long as no Certificate Insurer Default exists,
      or
      if a Certificate Insurer Default exists, then to Certificateholders) that it
      has
      ten Business Days to object. If no such objection is received, the Trustee
      shall
      immediately terminate all the rights and obligations of the Servicer under
      this
      Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Servicer for the same. This paragraph shall supersede any
      other
      provision in this Agreement or any other agreement to the contrary.


     

    The
      Trustee shall, prior to (x) March 15, 2008 and (y) unless and until a Form
      15
      Suspension Notice shall have been filed, prior to March 15th of each year
      thereafter, shall also provide an Assessment of Compliance and Attestation
      Report, as and when provided above, which shall at a minimum address each of
      the
      Servicing Criteria specified on Exhibit R hereto which are indicated as
      applicable to the “trustee.”

     

    
      	Section
              3.19  	
              Errors
                and Omissions Insurance; Fidelity
                Bonds.

            


    

     

    The
      Servicer shall obtain and maintain in force (a) policies of insurance covering
      errors and omissions in the performance of its obligations as Servicer hereunder
      and (b) a fidelity bond covering its officers, employees, and agents. Each
      policy and bond shall, together, comply with the requirements from time to
      time
      of FNMA or FHLMC for persons performing servicing for mortgage loans purchased
      by FNMA or FHLMC. The Servicer shall provide the Trustee, upon request, with
      a
      certificate of insurance relating to the insurance policies and fidelity bond.
      If any policy or bond ceases to be in effect, the Servicer shall obtain a
      comparable replacement policy or bond from an insurer or issuer meeting the
      above requirements as of the date of the replacement. 

     

    
      	Section
              3.20  	
              [Reserved].

            


    

     

    
      	Section
              3.21  	
              Prepayment
                Charges.

            


    

     

    (a)  The
      Servicer shall not waive any part of any Prepayment Charge unless the waiver
      relates to a default or a reasonably foreseeable default, the collection of
      any
      Prepayment Charge would violate any relevant law or regulation or the waiving
      of
      the Prepayment Charge would otherwise benefit the Trust Fund and it is expected
      that the waiver would maximize recovery of total proceeds taking into account
      the value of the Prepayment Charge and related Mortgage Loan and doing so is
      standard and customary in servicing similar Mortgage Loans (including any waiver
      of a Prepayment Charge in connection with a refinancing of a Mortgage Loan
      that
      is related to a default or a reasonably foreseeable default). The Servicer
      shall
      not waive a Prepayment Charge in connection with a refinancing of a Mortgage
      Loan that is not related to a default or a reasonably foreseeable default.
      To
      the extent that the Servicer waives a Prepayment Charge other than in accordance
      with the terms of this paragraph, it shall remit the amount of such waived
      Prepayment Charge to the Certificate Account for distribution as provided in
      Section 4.02.

     

    (b)  The
      Seller represents and warrants to the Depositor, the Trustee and the Certificate
      Insurer as of the Closing Date, that the information in the Prepayment Charge
      Schedule (including the attached prepayment charge summary) is complete and
      accurate in all material respects at the dates as of which the information
      is
      furnished and each Prepayment Charge is permissible and enforceable in
      accordance with its terms under applicable state law.

     

    (c)  Upon
      discovery by the Seller or a Responsible Officer of the Trustee of a breach
      of
      the foregoing clause (b) that materially and adversely affects right of the
      Holders of the Class P Certificates to receive any Prepayment Charge, the party
      discovering the breach shall give prompt written notice to the other parties.
      Within sixty (60) days of the earlier of discovery by the Servicer or receipt
      of
      notice by the Servicer of breach, the Servicer shall cure the breach in all
      material respects or shall pay into the Certificate Account the amount of the
      scheduled Prepayment Charge, less any amount previously collected and paid
      by
      the Servicer into the Certificate Account. If the covenant made by the Servicer
      in clause (a) above is breached, the Servicer must pay into the Certificate
      Account the amount of the waived Prepayment Charge.

     

    
      	Section
              3.22  	
              [Reserved].

            


    

     

    
      	Section
              3.23  	
              [Reserved]

            


    

     

    
      	Section
              3.24  	
              Commission
                Reporting 

            


    

     

    (a)  Unless
      and until a Form 15 Suspension Notice shall have been filed, the Trustee shall,
      within 15 days after each Distribution Date and in accordance with industry
      standards, file with the Commission via the Electronic Data Gathering and
      Retrieval System (“EDGAR”),
      a
      Distribution Report on Form 10-D (the “Distribution
      Report”)
      with a
      copy of the Monthly Statement to be furnished by the Trustee to the
      Certificateholders for such Distribution Date and, if applicable, including
      the
      information required by each of the items set forth in Part II thereof, subject
      to the receipt of the information set forth in (f) below, in the case of
      information not required to be provided by the Trustee.

     

    (b)  
      Except
      with respect to the Distribution Report to be filed following the first
      Distribution Date, the Trustee shall prepare each Distribution Report and,
      no
      later than 5 Business Days prior to the date on which such Distribution Report
      is required to be filed, deliver a copy of such Distribution Report to the
      Depositor for review. No later than the Business Day following the receipt
      thereof, the Depositor shall notify the Trustee of any changes to made to the
      Distribution Report. The Trustee shall make any changes thereto requested by
      the
      Depositor and deliver the final Distribution Report to the Depositor for
      signature no later than three Business Days prior to the date on which such
      Distribution Report must be filed by the Trustee in accordance with clause
      (a)
      above. The Depositor shall execute the final Distribution Report and deliver
      the
      same to the Trustee via electronic mail (DBSEC.Notifications@db.com) or
      facsimile no later than the Business Day following receipt of the same (which,
      unless not received within such time frame from the Trustee, shall be no later
      than two Business Days prior to the date on which the Distribution Report is
      required to be filed), with an original executed hard copy to follow by
      overnight mail. With respect to the Distribution Report to be filed following
      the first Distribution Date, the Depositor shall prepare and execute such
      Distribution Report and, no later than 5 Business Days prior to the date on
      which such Distribution Report is required to be filed, deliver a copy of such
      Distribution Report to the Trustee. The Trustee shall attach thereto the Monthly
      Statement furnished by the Trustee to the Certificateholders for such
      Distribution Date and file such Distribution Report in accordance with clause
      (a) above.

     

    (c)  The
      Depositor shall prepare and file Current Reports on Form 8-K, as and when
      required. 

     

    (d)  Prior
      to
      January 30th of the first year in which the Trustee is able to do so under
      applicable law, the Trustee shall, in accordance with industry standards, file
      a
      Form 15 Suspension Notice with respect to the Trust Fund. 

     

    (e)  
      Prior to
      (x) March 15, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 15th of each year thereafter, the Servicer
      shall
      provide the Trustee with an Annual Compliance Statement, together with a copy
      of
      the Assessment of Compliance and Attestation Report to be delivered by the
      Servicer pursuant to Sections 3.17 and 3.18. Prior to (x) March 31, 2008 and
      (y)
      unless and until a Form 15 Suspension Notice shall have been filed, March 31st
      of each year thereafter, the Trustee shall, subject to subsection (f) below,
      file a Form 10-K, with respect to the Trust Fund. The Trustee shall prepare
      each
      Form 10-K and, no later than 5 Business Days prior to the date on which such
      Form 10-K is required to be filed, deliver a copy of such Form 10-K to the
      Depositor for review. No later than the Business Day following the receipt
      thereof, the Depositor shall notify the Trustee of any changes to be made to
      the
      Form 10-K. The Trustee shall make any changes thereto requested by the Depositor
      and deliver the final Form 10-K to the Depositor for signature no later than
      three Business Days prior to the date on which such Form 10-K must be filed
      by
      the Trustee in accordance with this clause (e). The Depositor shall execute
      the
      final Form 10-K and deliver the same to the Trustee via electronic mail
      (DBSEC.Notifications@db.com) or facsimile no later than Business Day following
      receipt of the same (which, unless not received within such time frame from
      the
      Trustee, shall be no later than two Business Days prior to the date on which
      the
      From 10-K is required to be filed), with an original executed hard copy to
      follow by overnight mail. Such Form 10-K shall include the Assessment of
      Compliance, Attestation Report, Annual Compliance Statements and other
      documentation provided by the Servicer pursuant to Sections 3.17 and 3.18 and
      a
      certification in the form attached hereto as Exhibit O-1 (the “Depositor
      Certification”),
      which
      shall be signed by the senior officer of the Depositor in charge of
      securitization. 

     

    (f)  As
      to
      each item of information required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, the Trustee's or Depositor’s obligation to include the information in
      the applicable report is subject to receipt from the entity that is indicated
      in
      Exhibit S as the responsible party for providing that information, if other
      than
      the Trustee or the Depositor, as applicable, as and when required as described
      above. Each of the Trustee, the Servicer and the Depositor, as applicable,
      hereby agree to notify and provide to the Trustee and the Depositor all
      information that is required to be included in any Form 10-D, Form 8-K or Form
      10-K, with respect to which that entity is indicated in Exhibit S as the
      responsible party for providing that information. In the case of information
      to
      be included in the From 10-D, such information shall be delivered to the Trustee
      no later than no later than 5 calendar days following each Distribution Date.
      In
      the case of information to be included in the Form 8-K, such information shall
      be delivered to the Depositor no later than no later 2 Business Days following
      the occurrence of a reportable event. In the case of information to be included
      in the From 10-K, such information, other than the documentation provided
      pursuant to Sections 3.17, 3.18 and 3.24(f), shall be delivered to the Trustee
      no later than no later than (x) March 1, 2008 and (y) unless and until a Form
      15
      Suspension Notice shall have been filed, March 1st of each year thereafter.
      The
      Servicer shall be responsible for determining the pool concentration applicable
      to any subservicer or originator at any time, for purposes of disclosure as
      required by Items 1117 and 1119 of Regulation AB. The Trustee shall provide
      electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge
      to any Certificateholder upon request. 

     

    (g)  The
      Trustee shall sign a certification (in the form attached hereto as Exhibit
      O-2)
      for the benefit of the Depositor and its officers, directors and Affiliates.
      The
      Trustee's certification shall be delivered to the Depositor by no later than
      March 18th of each year (or if such day is not a Business Day, the immediately
      preceding Business Day) and the Depositor shall deliver the Depositor
      Certification to the Trustee for filing no later than March 20th of each year
      (or if such day is not a Business Day, the immediately preceding Business
      Day).

     

    (h)  The
      Trustee shall indemnify and hold harmless the Depositor and its officers,
      directors and Affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses arising out of or based upon (i) a breach of the
      Trustee’s obligations under this Section 3.24, Section 3.18 or (ii) any
      material misstatement or omission contained in any information provided by
      the
      Trustee including, without limitation, in the certification provided by the
      Trustee in the form of Exhibit O-2 or the Assessment of Compliance provided
      pursuant to Section 3.18. If the indemnification provided for herein is
      unavailable or insufficient to hold harmless the Depositor, then the Trustee,
      in
      connection with (i) a breach of the Trustee’s obligations under this
      Section 3.24, Section 3.18 or (ii) any material misstatement or omission
      contained in any information provided by the Trustee including, without
      limitation, in the certification provided by the Trustee in the form of Exhibit
      O-2, or in the Assessment of Compliance or Attestation Report provided pursuant
      to Section 3.18, agrees that it shall contribute to the amount paid or payable
      by the Depositor as a result of the losses, claims, damages or liabilities
      of
      the Depositor in such proportion as is appropriate to reflect the relative
      fault
      of the Depositor on the one hand and the Trustee on the other. This
      indemnification shall survive the termination of this Agreement or the
      termination of any party to this Agreement.

     

    The
      Servicer shall indemnify and hold harmless the Depositor, the Trustee and their
      respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon (i) a breach of the Servicer’s obligations under Sections
      3.17, 3.18 or 3.24 or (ii) any material misstatement or omission contained
      in
      any information provided by the Servicer including, without limitation, in
      the
      information provided pursuant to Sections 3.17 and 3.18. This indemnification
      shall survive the termination of this Agreement or the termination of any party
      to this Agreement.

     

    The
      Depositor shall indemnify and hold harmless the Servicer, the Trustee and their
      respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon (i) a breach of the Depositor’s obligations under this
      Section 3.24 or (ii) any material misstatement or omission contained in any
      information provided by the Depositor.

     

    (i)  The
      Trustee will have no duty or liability to verify the accuracy or sufficiency
      of
      any information not prepared by it included in any Form 10-D, Form
      10-K or Form 8-K.  The Trustee shall have no liability with
      respect to any failure to properly prepare or file any Form 10-D or Form 10-K
      resulting from or relating to the Trustee's inability or failure to obtain
      any
      information in a timely manner from the party responsible for delivery of such
      disclosure information.  The Trustee shall have no liability with respect
      to any failure to properly file any Form 10-D or 10-K resulting from or relating
      to the Depositor's failure to timely comply with the provisions of this
      section.  Nothing herein shall be construed to require the Trustee or any
      officer, director or Affiliate thereof to sign any Form 10-D, Form 10-K or
      Form
      8-K. Copies of all reports filed by the Trustee under the Exchange Act shall
      be
      sent to the Depositor electronically or at the address set forth in Section
      10.05. Fees and expenses incurred by the Trustee in connection with this Section
      3.24 shall not be reimbursable from the Trust Fund.

     

    (j)  Upon
      any
      filing with the Commission, the Trustee shall promptly deliver to the Depositor
      a copy of any executed report, statement or information.

     

    (k)  To
      the
      extent that, following the Closing Date, the Depositor certifies that reports
      and certifications differing from those required under this Section 3.24 are
      necessary to comply with the reporting requirements under the Exchange Act,
      the
      parties hereto hereby agree that each will reasonably cooperate to amend the
      provisions of this Section 3.24(b) in order to comply with such amended
      reporting requirements and such amendment of this Section 3.24. Any such
      amendment may result in the reduction of the reports executed by and filed
      on
      behalf of the Depositor under the Exchange Act. Notwithstanding the foregoing,
      the Trustee shall not be obligated to enter into any amendment pursuant to
      this
      Section that adversely affects its obligations and immunities under this
      Agreement.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18
      and
      this Section 3.24 of this Agreement is to facilitate compliance by the Depositor
      with the provisions of Regulation AB. Therefore, each of the parties agree
      that
      (a) the obligations of the parties hereunder shall be interpreted in such a
      manner as to accomplish that purpose, (b) the parties’ obligations hereunder
      will be supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance in respect of the requirements
      of
      Regulation AB, (c) the parties shall comply with reasonable requests made by
      the
      Depositor for delivery of additional or different information as the Depositor
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB, and (d) no amendment of this Agreement shall be required to
      effect any such changes in the parties’ obligations as are necessary to
      accommodate evolving interpretations of the provisions of Regulation
      AB.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      IV

     

    Distributions
      and Advances by the Servicer

     

    
      	Section
              4.01  	
              Advances.

            


    

     

    (a)  The
      Servicer shall determine by each Servicer Advance Date whether it is required
      to
      make an Advance pursuant to the definition of Advance. If the Servicer
      determines it is required to make an Advance, it shall, by the Servicer Advance
      Date, either (i) deposit into the Certificate Account the Advance or (ii) make
      an appropriate entry in its records relating to the Certificate Account that
      any
      Amount Held for Future Distribution has been used by the Servicer in discharge
      of its obligation to make the Advance. The Servicer shall replace any funds
      so
      applied by making a deposit in the Certificate Account no later than the close
      of business on the next Servicer Advance Date. The Servicer shall be reimbursed
      from the Certificate Account for all Advances of its own funds made pursuant
      to
      this Section 4.01, as provided in Section 3.09. The obligation to make Advances
      with respect to any Mortgage Loan shall continue if the Mortgage Loan has been
      foreclosed or otherwise terminated and the related Mortgaged Property has not
      been liquidated. The Servicer shall inform the Trustee of the amount of the
      Advance to be made on each Servicer Advance Date no later than the second
      Business Day before the related Distribution Date. The Servicer is obligated
      to
      make Advances of principal and interest on the Mortgage Loans only until the
      related Mortgage Loan is 120
      days
      delinquent in payment of principal and interest and to
      the
      extent that those Advances are, in the Servicer’s reasonable judgment,
      recoverable from future payments and collections or insurance payments or
      proceeds of liquidation of the related mortgage loan.

     

    (b)  If
      the
      Servicer determines that it will be unable to comply with its obligation to
      make
      the Advances as and when described in the second sentence of Section 4.01(a),
      it
      shall use its best efforts to give written notice thereof to the Trustee (each
      such notice, an “Advance
      Notice”;
      and
      such notice may be given by telecopy), not later than 3:00 p.m., (New York
      time), on the Business Day immediately preceding the related Servicer Advance
      Date, specifying the amount that it will be unable to deposit (each such amount,
      an “Advance
      Deficiency”)
      and
      certifying that such Advance Deficiency constitutes the amount of an Advance
      hereunder and that such Advance would not be a Nonrecoverable Advance. If the
      Trustee receives an Advance Notice on or before 3:00 p.m., (New York time)
      on a
      Servicer Advance Date, the Trustee is entitled to immediately terminate the
      Servicer under Section 7.01, and shall, not later than 3:00 p.m., (New York
      time), on the related Distribution Date, deposit in the Distribution Account
      an
      amount equal to the Advance Deficiency identified in such Advance Notice unless
      it is prohibited from so doing by applicable law. Notwithstanding the foregoing,
      the Trustee shall not be required to make such deposit if the Trustee shall
      have
      received written notification from the Servicer that the Servicer has deposited
      or caused to be deposited in the Certificate Account an amount equal to such
      Advance Deficiency by 3:00 p.m. (New York time) on the related Distribution
      Date. If the Trustee has not terminated the Servicer, the Servicer shall
      reimburse the Trustee for the amount of any such Advance Deficiency (including
      interest at the Prime Rate published in The
      Wall Street Journal
      on the
      day of such reimbursement on such amount), made by the Trustee pursuant to
      this
      Section 4.01(b), not later than the second day following the related Servicer
      Advance Date. In the event that the Servicer does not reimburse the Trustee
      in
      accordance with the requirements of the preceding sentence, the Trustee shall
      immediately (a) terminate all of the rights and obligations of the Servicer
      under this Agreement in accordance with Section 7.01 and (b) subject to the
      limitations set forth in Section 3.05, assume all of the rights and obligations
      of the Servicer hereunder.

     

    (c)  The
      Servicer shall, not later than the close of business on the Business Day
      immediately preceding each Servicer Advance Date, deliver to the Trustee a
      report (in form and substance reasonably satisfactory to the Trustee) that
      indicates (i) the Mortgage Loans with respect to which the Servicer has
      determined that the related Scheduled Payments should be advanced and (ii)
      the
      amount of the related Scheduled Payments. Notwithstanding anything to the
      contrary herein, no Servicing Advance shall be required to be made hereunder
      by
      the Servicer if such Servicing Advance would, if made, constitute a
      Nonrecoverable Servicing Advance. The Servicer shall deliver to the Trustee
      on
      the related Servicer Advance Date an Officer’s Certificate of a Servicing
      Officer indicating the amount of any proposed Advance or Servicing Advance
      determined by the Servicer to be a Nonrecoverable Advance or Nonrecoverable
      Servicing Advance.

     

    (d)  To
      the
      extent that any claim has been denied or rescinded by the Pool Insurer in
      respect of any Covered Mortgage Loan on account of any breach, action or
      omission of the Seller or the Servicer, the Servicer shall be required to
      advance out of its own funds the amount of such claim, together with any accrued
      interest from the date that interest was last paid or advanced and include
      such
      amounts for distribution pursuant to Section 4.01 on the immediately succeeding
      Distribution Date after it has received notice of such denial, rejection or
      rescission of coverage.  If any claim was denied, rejected or coverage
      rescinded in respect of any Covered Mortgage Loan on account of any breach,
      action or omission of the Seller, then the Servicer shall seek recovery for
      any
      advances made pursuant to this Section 4.01(d) from the Seller.  If a claim
      was rejected, denied or coverage was rescinded in respect of any Covered
      Mortgage Loan on account of any breach, action or omission of the Servicer,
      then
      the Servicer shall not be entitled to reimbursement for such
      advances.

     

    
      	Section
              4.02  	
              Priorities
                of Distribution.

            


    

     

    On
      each
Distribution
      Date,
      Net
      Swap Payments and Swap Termination Payments (other than Swap Termination
      Payments resulting from a Swap Provider Trigger Event) payable by the
      Supplemental Interest Trust to the Swap Provider shall be withdrawn by the
      Trustee from amounts on deposit in the Distribution Account, prior to any
      distributions to the Certificateholders. On each Distribution Date, such amounts
      will be remitted to the Supplemental Interest Trust, first to make any Net
      Swap
      Payment owed to the Swap Provider for such Distribution Date, and second to
      make
      any Swap Termination Payment (not due to a Swap Provider Trigger Event) owed
      to
      the Swap Provider for such Distribution Date. The Trustee shall then make the
      disbursements and transfers from Available Funds and from payments made by
      the
      Certificate Insurer under the Policy then on deposit in the Distribution Account
      (but, with regards to payments made under the Policy, only for distributions
      made under Sections (B) and (C) herein) in the following amounts and order,
      in
      each case to the extent of Available Funds remaining:

     

    (A) to
      the
      Certificate Insurer, the amount owing to the Certificate Insurer under the
      Insurance Agreement for the Premium;

     

    (B) concurrently
      to each class of Offered Certificates, the Accrued Certificate Interest
      Distribution Amount and any Unpaid Interest Amount for each such Class and
      such
      Distribution Date, pro
      rata,
      based
      on their respective entitlements;

     

    (C) to
      the
      Class A Certificates the Principal Distribution Amount for such Distribution
      Date, until its Class Certificate Balance has been reduced to zero;


     

    (D) to
      the
      Certificate Insurer, the amount owing to the Certificate Insurer under the
      Insurance Agreement for reimbursement for prior claims paid under the Policy
      and
      any other amounts owing to the Certificate Insurer under the Insurance
      Agreement, to the extent not paid pursuant to clause (A) above.

     

    (E) to
      the
      Class A Certificates in reduction of the Class Certificate Balance thereof,
      until its Class Certificate Balance has been reduced to zero;

     

    (F) to
      the
      Excess Reserve Fund Account, the amount of any Net WAC Carry Forward Amounts
      for
      such Distribution Date to be distributed to the Class A
      Certificates;

     

    (G) to
      the
      Swap Provider, any Swap Termination Payment resulting from a Swap Provider
      Trigger Event;

     

    (H) to
      the
      Holders of the Class C Certificates, (a) the Class C Distributable Amount and
      (b) on any Distribution Date on which the Class Certificate Balance of the
      Class
      A Certificates has been reduced to zero, any remaining amounts in reduction
      of
      the Class Certificate Balance of the Class C Certificates, until the Class
      Certificate Balance thereof has been reduced to zero; 

     

    (I) if
      such
      Distribution Date follows the Prepayment Period during which occurs the latest
      date on which a Prepayment Charge may be required to be paid in respect of
      any
      Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
      the
      Class Certificate Balance thereof, until the Class Certificate Balance thereof
      is reduced to zero; and

     

    (J) to
      the
      Holders of the Class R Certificates (in respect of the Class R-I Interest),
      the
      remaining amount.

     

    On
      each
      Distribution Date, the Supplemental Interest Trust Trustee shall make the
      distributions required under Section 4.05(c).

     

    On
      each
      Distribution Date, an amount equal to all Prepayment Charges received during
      the
      related Prepayment Period together with the amounts paid in respect thereof
      pursuant to Section 3.21 shall be distributed to the Holders of the Class P
      Certificates. The distribution of the foregoing amounts to the Holders of the
      Class P Certificates shall not reduce the Class Certificate Balance thereof.
      

     

    It
      is the
      intention of all of the parties hereto that the Class C Certificates receive
      all
      principal and interest received by the Trust on the Mortgage Loans that is
      not
      otherwise distributable to the Class A Certificates or the Certificate Insurer,
      or with respect to interest, the Class A-IO Certificates, and that the Class
      R
      Certificates are to receive no principal and interest. If the Trustee determines
      that the Class R Certificates are entitled to any distributions, the Trustee,
      prior to any such distribution to the Class R Certificates, shall notify the
      Depositor of such impending distribution but shall make such distribution in
      accordance with the terms of this Agreement until this Agreement is amended
      as
      specified in the following sentence. Upon such notification, the Depositor
      will
      request an amendment to this Pooling and Servicing Agreement to revise such
      mistake in the distribution provisions. The Class R Certificateholders, by
      acceptance of their Certificates, and the Servicer, hereby agrees to any such
      amendment and no further consent shall be necessary, notwithstanding anything
      to
      the contrary in Section 10.01 of this Pooling and Servicing Agreement; provided,
      however, that such amendment shall otherwise comply with Section 10.01
      hereof.

     

    
      	Section
              4.03  	
              Monthly
                Statements to Certificateholders.

            


    

     

    (a)  Not
      later
      than each Distribution Date, the Trustee shall prepare and make available to
      each Certificateholder, the Servicer, the Depositor, the Certificate Insurer,
      the Swap Provider, the Pool Insurer and each Rating Agency on its Internet
      website a statement for the related distribution of:

     

    (i)  the
      applicable Record Dates, Interest Accrual Periods and Determination Dates for
      calculating distributions for such Distribution Date;

     

    (ii)  the
      amount of funds received from the Servicer for such Distribution Date separately
      identifying amounts received in respect of the Mortgage Loans, the amount of
      Advances included in the distribution on the Distribution Date, the amount
      of
      any Net Swap Payment made to the Supplemental Interest Trust
      and any
      Swap Termination Payment made to the Supplemental Interest Trust;

     

    (iii)  the
      Servicing Fee and Trustee Fee for such Distribution Date;

     

    (iv)  the
      amount of any Net Swap Payment from the Supplemental Interest Trust to the
      Swap
      Provider and any Swap Termination Payment from the Supplemental Interest Trust
      to the Swap Provider;

     

    (v)  the
      aggregate amount of expenses paid from amounts on deposit in (x) the Certificate
      Account and (y) the Distribution Account;

     

    (vi)  the
      amount of the distribution allocable to principal, separately identifying the
      aggregate amount of any Principal Prepayments and Liquidation Proceeds included
      therein;

     

    (vii)  the
      amount of the distribution allocable to interest, any Unpaid Interest Amounts
      included in the distribution and any remaining Unpaid Interest Amounts after
      giving effect to the distribution, any Net WAC Cap Carry Forward Amount for
      the
      Distribution Date, and the amount of all Net WAC Cap Carry Forward Amounts
      covered by withdrawals from the Excess Reserve Account on the Distribution
      Date;

     

    (viii)  if
      the
      distribution to the Holders of any Class of Certificates is less than the full
      amount that would be distributable to them if sufficient funds were available,
      the amount of the shortfall and the allocation of the shortfall between
      principal and interest, including any Net WAC Cap Carry Forward Amount not
      covered by amounts in the Excess Reserve Fund Account;

     

    (ix)  the
      amount of any Total Monthly Excess Spread on the Distribution Date and the
      allocation thereof to the Certificateholders;

     

    (x)  the
      Class
      Certificate Balance or Notional Amount, as applicable, of each Class of
      Certificates before and after giving effect to the distribution of principal
      on
      the Distribution Date;

     

    (xi)  the
      Pass-Through Rate for the Class A Certificates with respect to the Distribution
      Date;

     

    (xii)  the
      amount on deposit in the Certificate Account and the Excess Reserve Fund Account
      (before and after giving effect to distributions on the Distribution Account
      Deposit Date and Distribution Date, respectively);

     

    (xiii)  the
      number of Mortgage Loans and the Pool Stated Principal Balance as the first
      day
      of the related Remittance Period and the last day of the related Remittance
      Period;

     

    (xiv)  as
      of the
      last day of the related Remittance Period: (A) the weighted average mortgage
      rate of the Mortgage Loans and (B) the weighted average remaining term to
      maturity of the Mortgage Loans;

     

    (xv)  the
      number and aggregate outstanding balance of the Mortgage Loans as of the end
      of
      the preceding calendar month: (A) delinquent (exclusive of Mortgage Loans in
      foreclosure) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days and
      (B) in foreclosure and delinquent (1) 30 to 59 days, (2) 60 to 89 days and
      (3)
      90 or more days, as of the close of business on the last day of the calendar
      month preceding the Distribution Date;

     

    (xvi)  for
      each
      of the preceding 12 calendar months, or all calendar months since the Cut-off
      Date, whichever is less, the aggregate dollar amount of the Scheduled Payments
      (A) due on all Outstanding Mortgage Loans on the Due Date in such month and
      (B)
      delinquent sixty (60) days or more on the Due Date in such month;

     

    (xvii)  with
      respect to any Mortgage Loan that became an REO Property during the preceding
      calendar month, the loan number and Stated Principal Balance of the Mortgage
      Loan as of the close of business on the Determination Date preceding the
      Distribution Date and the date of acquisition thereof;

     

    (xviii)  the
      total
      number and principal balance of any REO Properties (and market value, if
      available) as of the close of business on the Determination Date preceding
      the
      Distribution Date;

     

    (xix)  the
      aggregate amount of Principal Prepayments received during the related Prepayment
      Period and the number of Mortgage Loans subject to such Principal
      Prepayments;

     

    (xx)  the
      aggregate amount of Advances and Servicing Advances reimbursed during the
      related Remittance Period, the general source of funds for such reimbursements
      and the aggregate amount of Advances and Servicing Advances outstanding as
      of
      the close of business on the Distribution Date;

     

    (xxi)  the
      amount of any Charge-off Amounts during the prior calendar month and since
      the
      Cut-off Date;

     

    (xxii)  the
      aggregate number and outstanding principal balance of Mortgage Loans repurchased
      during the related Remittance Period due to material breaches of representations
      and warranties regarding such Mortgage Loans;

     

    (xxiii)  the
      Overcollateralization Amount for such Distribution Date;

     

    (xxiv)  Prepayment
      Charges collected, waived, and paid by the Servicer;

     

    (xxv)  with
      respect to the second Distribution Date, the number and aggregate balance of
      any
      Delayed Delivery Mortgage Loans not delivered within the time periods specified
      in the definition of Delayed Delivery Mortgage Loans; 

     

    (xxvi)  the
      amount of any payments/draws under the Pool Policy, the amount of any Realized
      Losses with respect to the Covered Mortgage Loans and the remaining Maximum
      Aggregate Liability (as defined in the Pool Policy); 

     

    (xxvii)  the
      amount of any Premium and Reimbursement Amounts paid to the Certificate Insurer
      on such Distribution Date and cumulatively; and

     

    (xxviii)  the
      receipt by the Servicer of any Subsequent Recoveries.

     

    In
      addition, not later than each Distribution Date, the Trustee shall prepare
      and
      make available to the Certificate Insurer a statement containing the amount
      of
      any payment to the Pool Insurer, any rejections and/or denials of claims under
      the Pool Policy, the Cumulative Covered Loan Loss for such Distribution Date
      and
      the remaining unused Deductible Amount (as defined under the Pool
      Policy).

     

    For
      all
      purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
      shall be determined and reported based on the “OTS” methodology for determining
      delinquencies on mortgage loans similar to the Mortgage Loans. By way of
      example, a Mortgage Loan would be delinquent with respect to a Monthly Payment
      due on a Due Date if such Monthly Payment is not made by the close of business
      on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan would be
      more than 30-days Delinquent with respect to such Monthly Payment if such
      Monthly Payment were not made by the close of business on the Mortgage Loan’s
      second succeeding Due Date. The Servicer hereby represents and warrants to
      the
      Depositor that this delinquency recognition policy is not less restrictive
      than
      any delinquency recognition policy established by the primary safety and
      soundness regulator, if any, of the Servicer.

     

    If
      the
      statement is not accessible to any of the Certificateholders, the Certificate
      Insurer, the Swap Provider, the Servicer, the Depositor or any Rating Agency
      on
      the Trustee’s Internet website, the Trustee shall forward a hard copy of it to
      each Certificateholder, the Servicer, the Depositor, the Certificate Insurer
      and
      each Rating Agency immediately after the Trustee becomes aware that it is not
      accessible to any of them via its website. The address of the Trustee’s Internet
      website where the statement will be accessible is https://www.tss.db.com/invr.
      Assistance in using the Trustee’s Internet website may be obtained by calling
      the Trustee’s customer service desk at (800) 735-7777. The Trustee shall notify
      each Certificateholder, the Servicer, the Depositor, the Certificate Insurer
      and
      each Rating Agency in writing of any change in the address or means of access
      to
      the Internet website where the statement is accessible.

     

    (b)  The
      Trustee’s responsibility for preparing and disbursing the above information to
      the Certificateholders is limited to the availability, timeliness, and accuracy
      of the information derived from the Servicer. The Trustee is not responsible
      for
      any inaccuracies in or caused by the data provided by the Servicer.


     

    By
      each
      Determination Date, the Servicer shall provide to the Trustee in electronic
      form
      the information needed to determine the distributions to be made pursuant to
      Section 4.02 and 3.09(b)(ii) and any other information that the Servicer and
      the
      Trustee mutually agree, including, without limitation, the amount on deposit
      in
      the Certificate Account (before and after giving effect to remittances to the
      Trustee on the Distribution Account Deposit Date) and the aggregate amount
      of
      expenses paid from amounts on deposit in the Certificate Account.

     

    (c)  Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall
      cause to be furnished to each Person who at any time during the calendar year
      was a Certificateholder, a statement containing the information in clauses
      (a)(i) and (a)(ii) (with respect to principal and interest distributed) of
      this
      Section 4.03 aggregated for the calendar year or the applicable portion thereof
      during which the Person was a Certificateholder. This obligation of the Trustee
      shall be satisfied to the extent that substantially comparable information
      shall
      be provided by the Trustee pursuant to any requirements of the Code as from
      time
      to time in effect.

     

    
      	Section
              4.04  	
              Allocation
                of Interest
                Shortfalls.

            


    

     

    For
      purposes of calculating the amount of the Accrued Certificate Interest
      Distribution Amount for the Offered Certificates and the Class C Certificates
      for any Distribution Date, the aggregate amount of any Net Prepayment Interest
      Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date (together, “Net
      Interest Shortfalls”)
      shall
      be allocated first, to reduce the interest accrued on the Class C Certificates
      in the related Interest Accrual Period up to an amount equal to one month’s
      interest at the then applicable Pass-Through Rate on the Notional Amount of
      such
      Certificates and, thereafter, to reduce the interest accrued during the related
      Interest Accrual Period on each Class of Offered Certificates, on a pro rata
      basis based on, and to the extent of, one month’s interest at the then
      applicable Pass-Through Rate on the Class Certificate Balance of the Class
      A
      Certificates or the Notional Amount of the Class A-IO Certificates, as
      applicable.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Regular Interests for any Distribution Date, the aggregate amount of
      any
      Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred
      in respect of the Mortgage Loans for any Distribution Date shall be allocated
      first, to REMIC I Regular Interest I and to the REMIC I Regular Interests ending
      with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Balances of each
      such
      REMIC I Regular Interest, and then, to REMIC I Regular Interests ending with
      the
      designation “A”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Balances of each
      such
      REMIC I Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests for any Distribution Date, the aggregate amount
      of
      any Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated to REMIC II Regular Interest LTI-A, based on, and to the extent of,
      one month's interest at the then applicable respective REMIC II Remittance
      Rates
      on the respective Uncertificated Balance of each such REMIC II Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC III Regular Interests for any Distribution Date, the aggregate amount
      of
      any Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated among REMIC III Regular Interest LTII-AA, REMIC III Regular Interest
      LTII-A, and REMIC III Regular Interest LTII-ZZ, pro
      rata
      based
      on, and to the extent of, one month's interest at the then applicable respective
      REMIC III Remittance Rates on the respective Uncertificated Balance of each
      such
      REMIC III Regular Interest.

     

    
      	Section
              4.05  	
              Supplemental
                Interest Trust.

            


    

     

    (a)  As
      of the
      Closing Date, the Supplemental Interest Trust Trustee shall establish and
      maintain in the name of the Trustee a separate trust for the benefit of the
      holders of the Certificates (the “Supplemental
      Interest Trust”)
      into
      which the Depositor shall deposit $1,000. The Supplemental Interest Trust shall
      hold the Interest Rate Swap Agreement. The Supplemental Interest Trust shall
      include an Eligible Account, and funds on deposit therein shall be held separate
      and apart from, and shall not be commingled with, any other moneys, including,
      without limitation, other moneys of the Trustee or of the Supplemental Interest
      Trust Trustee held pursuant to this Agreement. Amounts deposited therein shall
      remain uninvested. 

     

    (b)  On
      each
      Distribution Date, the Supplemental Interest Trust Trustee shall deposit into
      the Supplemental Interest Trust amounts received from the Trustee pursuant
      to
      Section 4.02 of this Agreement. On each Distribution Date, the Supplemental
      Interest Trust Trustee shall distribute any such amounts to the Swap Provider
      pursuant to the Interest Rate Swap Agreement, first to pay any Net Swap Payment
      owed to the Swap Provider for such Distribution Date, and second to pay any
      Swap
      Termination Payment owed to the Swap Provider.

     

    (c)  On
      each
      Distribution Date, the Supplemental Interest Trust Trustee shall deposit into
      the Supplemental Interest Trust all amounts received from the Swap Provider.
      On
      each Distribution Date, following the distribution pursuant to Section 4.02
      but
      prior to any draws or payments under the Policy, the Supplemental Interest
      Trust
      Trustee shall withdraw such amounts from the Supplemental Interest Trust for
      distribution to the Certificates in the following order:

     

    (i)  concurrently,
      to each Class of Offered Certificates, any Unpaid Interest Amounts, including
      any accrued Unpaid Interest Amounts from a prior Distribution Date, pro
      rata,
      based
      on their respective entitlements;

     

    (ii)  to
      the
      Certificate Insurer any remaining amounts owed to it under the Insurance
      Agreement;

     

    (iii)  to
      the
      Class A Certificates in reduction of the Class Certificate Balance thereof,
      until the Class Certificate Balance thereof has been reduced to zero;


     

    (iv)  to
      the
      Class A Certificates, any remaining Net WAC Cap Carry Forward Amount on the
      Class A Certificates; and

     

    (v)  any
      remaining amounts to IndyMac Bank, F.S.B.

     

    Notwithstanding
      the foregoing, the aggregate amount distributed under clause (iii) above on
      such
      Distribution Date, when added to the cumulative aggregate amount distributed
      under clause (iii) above on all prior Distribution Dates, shall not exceed
      the
      cumulative amount of Realized Losses incurred on the Mortgage Loans since the
      Cut-off Date through the last day of the related Prepayment Period (reduced
      by
      the aggregate amount of Subsequent Recoveries on the Mortgage Loans received
      since the Cut-off Date through the last day of the related Prepayment Period).
      Any amounts that would otherwise be distributable from the Supplemental Interest
      Trust on any Distribution Date under clause (iii) above, but for the foregoing
      proviso and remaining after the distributions pursuant to clause (iv) above,
      will be retained in the Supplemental Interest Trust and will be included in
      amounts available for distribution from the Supplemental Interest Trust on
      the
      next succeeding Distribution Date, subject to the foregoing proviso in the
      case
      of amounts to be distributed under clause (iii) above.

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      It is the intention of the parties hereto that, for federal and state income
      and
      state and local franchise tax purposes, the Supplemental Interest Trust be
      disregarded as an entity separate from the holder of the Class C Certificates
      unless and until the date when either (a) there is more than one Class C
      Certificateholder or (b) any Class of Certificates in addition to the Class
      C
      Certificates is recharacterized as an equity interest in the Supplemental
      Interest Trust for federal income tax purposes, in which case it is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be treated as
      a
      partnership.

     

    (e)  For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 4.02 shall first be deemed paid
      to
      the Supplemental Interest Trust in respect of Class IO Interest to the extent
      of
      the amount distributable on the Class IO Interest on such Distribution Date,
      and
      any remaining amount shall be deemed paid to the Supplemental Interest Trust
      in
      respect of a Class IO Distribution Amount.

     

    (f)  The
      Supplemental Interest Trust Trustee shall treat the Holders of the Offered
      Certificates as having entered into a notional principal contract with the
      owners of the Supplemental Interest Trust. Pursuant to each such notional
      principal contract, all Holders of Offered Certificates shall be treated as
      having agreed to pay, on each Distribution Date, to the owners of the
      Supplemental Interest Trust an aggregate amount equal to the excess, if any,
      of
      (i) the amount payable on such Distribution Date on the REMIC Regular Interest
      ownership of which is represented by the Offered Certificates over (ii) the
      amount payable on the Offered Certificates on such Distribution Date (such
      excess, a “Class
      IO Distribution Amount”).
      A
      Class IO Distribution Amount payable from interest collections shall be
      allocated pro
      rata
      among
      the Offered Certificates based on the amount of interest otherwise payable
      to
      the Offered Certificates, and a Class IO Distribution Amount payable from
      principal collections shall be allocated to the Class A Certificates to the
      extent of the Class Certificate Balance thereof. In addition, pursuant to a
      notional principal contract, the owners of the Supplemental Interest Trust
      shall
      be treated as having agreed to pay Net WAC Cap Carry Forward Amounts to the
      Holders of the Class A Certificates in accordance with the terms of this
      Agreement. Any payments to the Offered Certificates from amounts deemed received
      in respect of this notional principal contract shall not be payments with
      respect to a Regular Interest in a REMIC within the meaning of Code Section
      860G(a)(1). However, any payment from the Offered Certificates of a Class IO
      Distribution Amount shall be treated for tax purposes as having been received
      by
      the Holders of the Offered Certificates in respect of the REMIC Regular Interest
      ownership of which is represented by the Offered Certificates, and as having
      been paid by such Holders to the Supplemental Interest Trust pursuant to the
      notional principal contract. Thus, each Offered Certificate shall be treated
      as
      representing not only ownership of a Regular Interest in REMIC IV, but also
      ownership of an interest in, and obligations with respect to, a notional
      principal contract.

     

    In
      the
      event that the Interest Rate Swap Agreement is terminated prior to the
      Distribution Date in February 2014, the Supplemental Interest Trust Trustee
      shall use reasonable efforts, which may be as directed by and upon the
      recommendation of a nationally-recognized investment bank or the Depositor,
      and
      using any Swap Termination Payments paid by the Swap Provider and deposited
      in
      the Supplemental Interest Trust, to appoint a successor swap provider acceptable
      to the Certificate Insurer to enter into a new interest rate swap agreement
      on
      terms substantially similar to the Interest Rate Swap Agreement, with a
      successor swap provider meeting all applicable eligibility requirements as
      outlined in the Interest Rate Swap Agreement and in form and substance
      acceptable to the Certificate Insurer. If the Supplemental Interest Trust
      Trustee receives a Swap Termination Payment from the Swap Provider in connection
      with such Swap Early Termination (as defined in the Interest Rate Swap
      Agreement), the Supplemental Interest Trust Trustee will apply such Swap
      Termination Payment to any upfront payment required to appoint the successor
      swap provider.  If the Supplemental Interest Trust Trustee is required to
      pay a Swap Termination Payment to the Swap Provider in connection with such
      Swap
      Early Termination, the Supplemental Interest Trust Trustee will apply any
      upfront payment received from the successor swap provider to pay such Swap
      Termination Payment. 

    


    


    (g)  Notwithstanding
      anything contained herein, in the event that a qualified successor swap provider
      is unable to be located, in accordance with Section 4.05(f) above, within 30
      days after receipt by the Supplemental Interest Trust Trustee of the Swap
      Termination Payment paid by the terminated Swap Provider, the Supplemental
      Interest Trust Trustee shall deposit such Swap Termination Payment into a
      separate, non-interest bearing trust account established by the Supplemental
      Interest Trust Trustee and the Supplemental Interest Trust Trustee shall, on
      each Distribution Date following receipt of such Swap Termination Payment,
      withdraw from such account an amount equal to the Net Swap Payment, if any,
      that
      would have been paid to the Supplemental Interest Trust by the original Swap
      Provider (computed in accordance with the original Interest Rate Swap Agreement,
      attached hereto as Exhibit Q) and distribute such amount in accordance with
      Section 4.05(c). On the Distribution Date immediately after the termination
      date
      of the original Interest Rate Swap Agreement, the Supplemental Interest Trust
      Trustee shall withdraw any funds remaining in such account and distribute such
      amount in accordance with this Agreement.

     

    (h)  The
      Seller shall promptly notify the Trustee in the event that any Certificates
      are
      held by the Seller, the Depositor or any Affiliate. In the absence of such
      notification, the Trustee on each Distribution Date may conclusively rely on
      the
      status of the Seller, the Depositor or any Affiliate as of the immediately
      preceding Record Date.

     

    (i)  In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Interest Rate Swap Agreement (including, without limitation, its obligation
      to
      make any payment or transfer collateral), or breaches any of its representations
      and warranties thereunder, or in the event that an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Interest Rate
      Swap Agreement) occurs with respect to the Interest Rate Swap Agreement, the
      Supplemental Interest Trust Trustee shall immediately, but no later than the
      next Business Day following such failure or breach, notify the Depositor and
      the
      Certificate Insurer and send any notices and make any demands, on behalf of
      the
      Supplemental Interest Trust, in accordance with the Interest Rate Swap
      Agreement. 

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
      “Guaranty”
and
      such third party the “Guarantor”),
      then
      to the extent that the Swap Provider fails to make any payment by the close
      of
      business on the day it is required to make payment under the terms of the
      Interest Rate Swap Agreement, the Supplemental Interest Trust Trustee shall,
      as
      soon as practicable, but no later than two (2) Business Days after the Swap
      Provider’s failure to pay, demand that the Guarantor make any and all payments
      then required to be made by the Guarantor pursuant to such Guaranty; provided,
      that the Supplemental Interest Trust Trustee shall in no event be liable for
      any
      failure or delay in the performance by the Swap Provider or any Guarantor of
      its
      obligations hereunder or pursuant to the Interest Rate Swap Agreement and the
      Guaranty, nor for any special, indirect or consequential loss or damage of
      any
      kind whatsoever (including but not limited to lost profits) in connection
      therewith.

    


    
      	Section
              4.06  	
              Tax
                Treatment of Net Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Class A Certificate is deemed
      to
      own an undivided beneficial ownership interest in a REMIC Regular Interest
      and
      the right to receive payments from (i) the Excess Reserve Fund Account or the
      Supplemental Interest Trust in respect of any Net WAC Cap Carry Forward Amounts
      and the obligation to make payments to the Supplemental Interest
      Trust.

     

    For
      federal income tax purposes, the Supplemental Interest Trust Trustee will
      account for payments to each Class A Certificates as follows: each Class A
      Certificate will be treated as receiving their entire payment from REMIC IV
      (regardless of any Swap Termination Payment or obligation under the Interest
      Rate Swap Agreement) and subsequently paying their portion of any Swap
      Termination Payment in respect of each such Class’s obligation under the
      Interest Rate Swap Agreement. In the event that the Class A Certificates are
      resecuritized in a REMIC, the obligation under the Interest Rate Swap Agreement
      to pay any such Swap Termination Payment (or any shortfall in the fee to the
      Swap Provider), will be made by one or more of the REMIC Regular Interests
      issued by the resecuritization REMIC subsequent to such REMIC Regular Interest
      receiving its full payment from the Class A Certificates. The REMIC regular
      interest corresponding to a Class A Certificate will be entitled to receive
      interest and principal payments at the times and in the amounts equal to those
      made on the certificate to which it corresponds, except that (i) the maximum
      interest rate of that REMIC Regular Interest will equal the Net WAC Cap computed
      for this purpose by limiting the notional amount of the Interest Rate Swap
      Agreement to the aggregate principal balance of the Mortgage Loans and (ii)
      any
      Swap Termination Payment will be treated as being payable solely from Total
      Monthly Excess Spread. As a result of the foregoing, the amount of distributions
      and taxable income on the REMIC Regular Interest corresponding to a Class A
      Certificate may exceed the actual amount of distributions on the Class A
      Certificate.

     

    
      	Section
              4.07  	
              The
                Policy.

            


    

     

    (a)  If
      the
      Trustee determines that an Insured Amount to be covered by the Policy will
      exist
      for the related Distribution Date (calculated for this purpose assuming that
      all
      amounts due under the Interest Rate Swap Agreement are received on the
      Distribution Date), the Trustee shall complete the notice in the form of Exhibit
      A to the Policy (the “Notice”)
      and
      submit such Notice in accordance with the Policy to the Certificate Insurer
      no
      later than 12:00 P.M., New York City time, on the third Business Day immediately
      preceding such Distribution Date, as a claim for the amount of such Insured
      Amount, less amounts, if any, withdrawn from the Pool Policy Reserve Account
      in
      respect of such Insured Amount. In the event that all amounts due under the
      Interest Rate Swap Agreement are not received on the Distribution Date, the
      Trustee shall include such shortfalls in a Notice to the Certificate Insurer
      relating to such Distribution Date.

     

    (b)  The
      Trustee shall establish and maintain the Insurance Account on behalf of the
      Holders of the Offered Certificates over which the Trustee shall have the
      exclusive control and sole right of withdrawal. Upon receipt of an Insured
      Amount from the Certificate Insurer on behalf of the Holders of the Offered
      Certificates or withdrawn from the Pool Policy Reserve Account, the Trustee
      shall deposit such Insured Amount in the Insurance Account and distribute such
      amount only for purposes of payment to the Offered Certificates of the Insured
      Amount for which a claim was made and such amount may not be applied to satisfy
      any costs, expenses or liabilities of the Servicer, the Seller, the Depositor,
      the Trustee or the Trust Fund or to pay any other Class of Certificates. Amounts
      paid under the Policy or withdrawn from the Pool Policy Reserve Account, to
      the
      extent needed to pay the Insured Amount, shall be transferred to the
      Distribution Account on the related Distribution Date and disbursed by the
      Trustee to the Holders of the Offered Certificates in accordance with Section
      4.02. It shall not be necessary for such payments to be made by checks or wire
      transfers separate from the checks or wire transfers used to pay other
      distributions to the Holders of the Offered Certificates with other funds
      available to make such payment. However, the amount of any payment of principal
      on the Class A Certificates or of interest on the Offered Certificates to be
      paid from funds transferred from the Insurance Account shall be noted as
      provided in paragraph (c) below and in the statement to be furnished to Holders
      of the Offered Certificates pursuant to Section 4.03. Funds held in the
      Insurance Account shall not be invested. Any funds remaining in the Insurance
      Account on the first Business Day following the later of (i) the related
      Distribution Date or (ii) the date received by the Trustee, shall be returned
      to
      the Certificate Insurer pursuant to the written instructions of the Certificate
      Insurer by the end of such Business Day.

     

    (c)  The
      Trustee shall keep a complete and accurate record of the amount of interest
      paid
      in respect of the Offered Certificates and principal paid in respect of the
      Class A Certificates from moneys received under the Policy. The Certificate
      Insurer shall have the right to inspect such records at reasonable times during
      normal business hours upon one Business Day’s prior notice to the
      Trustee.

     

    (d)  In
      the
      event that the Trustee has received a certified copy of an order of the
      appropriate court that any Insured Amount has been voided in whole or in part
      as
      a preference payment under applicable bankruptcy law, the Trustee shall so
      notify the Certificate Insurer, shall comply with the provisions of the Policy
      to obtain payment by the Certificate Insurer of such Preference Amount in the
      amount of such voided Insured Amount, and shall, at the time it provides notice
      to the Certificate Insurer, notify, by mail the Holders of the Offered
      Certificates that, in the event any Holder’s Insured Amount is so recovered,
      such Holder of an Offered Certificate will be entitled to payment pursuant
      to
      the Policy, a copy of which shall be made available through the Trustee or
      the
      Certificate Insurer, and the Trustee shall furnish to the Certificate Insurer,
      its records evidencing the payments which have been made by the Trustee and
      subsequently recovered from the Holders of the Offered Certificates, and dates
      on which such payments were made.

     

    (e)  The
      Trustee shall promptly notify the Certificate Insurer of any proceeding or
      the
      institution of any action, of which a Responsible Officer of the Trustee has
      actual knowledge, seeking the avoidance as a preferential transfer under
      applicable bankruptcy, insolvency, receivership or similar law (a “Preference
      Amount”)
      of any
      distribution made with respect to the Offered Certificates. Each Holder of
      an
      Offered Certificate, by its purchase of such Offered Certificate, the Servicer,
      the Depositor and the Trustee agree that the Certificate Insurer (so long as
      no
      Certificate Insurer Default exists) may at any time during the continuation
      of
      any proceeding relating to a Preference Amount direct all matters relating
      to
      such Preference Amount, including, without limitation, (i) the direction of
      any
      appeal of any order relating to such Preference Amount and (ii) the posting
      of
      any surety or performance bond pending any such appeal. In addition and without
      limitation of the foregoing, the Certificate Insurer shall be subrogated to,
      and
      each Holder of an Offered Certificate and the Trustee hereby delegates and
      assigns to the Certificate Insurer, to the fullest extent permitted by law,
      the
      rights of the Trustee and each Holder of an Offered Certificate in the conduct
      of any such Preference Amount, including, without limitation, all rights of
      any
      party to any adversary proceeding or action with respect to any court order
      issued in connection with any such Preference Amount.

     

    (f)  The
      Trustee shall promptly, upon retirement of the Offered Certificates, furnish
      to
      the Certificate Insurer a notice of such retirement, and, upon retirement of
      the
      Offered Certificates and the expiration of the term of the Policy, surrender
      the
      Policy to the Certificate Insurer for cancellation.

     

    (g)  The
      Trustee will hold the Policy in trust as agent for the Holders of the Offered
      Certificates for the purpose of making claims thereon and distributing the
      proceeds thereof. Neither the Policy nor the amounts paid on the Policy will
      constitute part of the Trust Fund created by this Agreement. Each Holder of
      an
      Offered Certificate, by accepting its Offered Certificate, appoints the Trustee
      as attorney in fact for the purpose of making claims on the Policy.

     

    (h)  Anything
      herein to the contrary notwithstanding, any payment with respect to principal
      of
      the Class A Certificates or interest on the Offered Certificates which is made
      with moneys received pursuant to the terms of the Policy shall not be considered
      payment of the Offered Certificates from the Trust Fund. The Depositor and
      the
      Trustee acknowledge, and each Holder by its acceptance of an Offered Certificate
      agrees, that without the need for any further action on the part of the
      Certificate Insurer, the Depositor, the Servicer or the Trustee (a) to the
      extent the Certificate Insurer makes payments, directly or indirectly, on
      account of principal of the Class A Certificates or interest on the Offered
      Certificates to the Holders of such Offered Certificates, the Certificate
      Insurer will be fully subrogated to, and each Holder of an Offered Certificate
      and the Trustee hereby delegate and assign to the Certificate Insurer, to the
      fullest extent permitted by law, the rights of such Holders to receive such
      principal and interest from the Trust Fund, including, without limitation,
      any
      amounts due to the Holders of the Offered Certificates in respect of securities
      law violations arising from the offer and sale of the Offered Certificates
      and
      (b) the Certificate Insurer shall be paid such amounts from the sources and
      in
      the manner provided herein for the payment of such amounts and as provided
      in
      this Agreement. The Trustee and the Servicer shall cooperate in all respects
      with any reasonable request by the Certificate Insurer for action to preserve
      or
      enforce the Certificate Insurer’s rights or interests under this Agreement
      without limiting the rights or affecting the interests of the Holders as
      otherwise set forth herein.

     

    (i)  By
      accepting its Offered Certificate, each Holder of an Offered Certificate agrees
      that, unless a Certificate Insurer Default exists, the Certificate Insurer
      shall
      be deemed to be the Holder of the Offered Certificate for all purposes (other
      than with respect to the receipt of payment on the Offered Certificates) and
      shall have the right to exercise all rights (including, without limitation,
      voting rights) of the Holders of the Offered Certificates under this Agreement
      and under the Offered Certificates without any further consent of the Holders
      of
      the Offered Certificates and such Holders may not exercise any such rights
      without the prior written consent of the Certificate Insurer. All notices,
      statement reports, certificates or opinions required by this Agreement to be
      sent to any Holders of Offered Certificates shall also be sent to the
      Certificate Insurer.

     

    
      	Section
              4.08  	
              Certain
                Matters Relating to the Determination of
                LIBOR.

            


    

     

    Until
      all
      of the Class A Certificates are paid in full, the Trustee will at all times
      retain at least four Reference Banks for the purpose of determining LIBOR with
      respect to each Interest Determination Date. The Servicer initially shall
      designate the Reference Banks. Each “Reference
      Bank”
shall
      be a leading bank engaged in transactions in Eurodollar deposits in the
      international Eurocurrency market, shall not control, be controlled by or be
      under common control with, the Trustee and shall have an established place
      of
      business in London. If any such Reference Bank should be unwilling or unable
      to
      act as such or if the Servicer should terminate its appointment as Reference
      Bank, the Servicer shall promptly appoint another Reference Bank. The Trustee
      shall have no liability or responsibility to any Person for (i) the selection
      of
      any Reference Bank for purposes of determining LIBOR or (ii) any inability
      to
      retain at least four Reference Banks that is caused by circumstances beyond
      its
      reasonable control.

     

    The
      Pass-Through Rate for each Class of Class A Certificates for each Interest
      Accrual Period shall be determined by the Trustee on each LIBOR Determination
      Date so long as the Class A Certificates are outstanding on the basis of LIBOR
      and the respective formulae appearing in footnotes corresponding to the Class
      A
      Certificates in the table relating to the Certificates in the Preliminary
      Statement. The Trustee shall not have any liability or responsibility to any
      Person for its inability, following a good-faith reasonable effort, to obtain
      quotations from the Reference Banks or to determine the arithmetic mean referred
      to in the definition of LIBOR, all as provided for in this Section 4.08 and
      the
      definition of LIBOR. The establishment of LIBOR and each Pass-Through Rate
      for
      the Class A Certificates by the Trustee shall (in the absence of manifest error)
      be final, conclusive and binding upon each Holder of a Certificate and the
      Trustee.

     

    
      	Section
              4.09  	
              Distributions
                and Allocation of Realized Losses to the REMIC I Regular
                Interests.

            


    

     

    (a)  On
      each
      Distribution Date, the following amounts, in the following order, shall be
      distributed by REMIC I to REMIC II on account of the REMIC I Regular Interests
      or withdrawn from the Distribution Account and distributed to the Holders of
      the
      Class R Certificates (in respect of the Class R-I Interest), as the case may
      be:

     

    (i)  to
      Holders of each of REMIC I Regular Interest I, REMIC I Regular Interest I-1-A
      through I-84-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated Interest for such REMIC I Regular Interests
      for such Distribution Date, plus (B) any amounts payable in respect thereof
      remaining unpaid from previous Distribution Dates; and

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to immediately
      preceding clause above, payments of principal shall be allocated as follows:
      first, to REMIC I Regular Interest I until the Uncertificated Balance is reduced
      to zero and second, to REMIC I Regular Interests I-1-A through I-84-B starting
      with the lowest numerical denomination until the Uncertificated Balance of
      each
      such REMIC I Regular Interest is reduced to zero, provided that, for REMIC
      I
      Regular Interests with the same numerical denomination, such payments of
      principal shall be allocated pro
      rata
      between
      such REMIC I Regular Interests.

     

    (b)  On
      each
      Distribution Date, the following amounts, in the following order, shall be
      distributed by REMIC II to REMIC III on account of the REMIC II Regular
      Interests or withdrawn from the Distribution Account and distributed to the
      Holders of the Class R Certificates (in respect of the Class R-II Interest),
      as
      the case may be:

     

    (i)  to
      the
      Holders of REMIC II Regular Interest LTI-IO, in an amount equal to (A) accrued
      Uncertificated Interest for such REMIC II Regular Interest for such Distribution
      Date, plus
      (B) any
      amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    (ii)  to
      Holders of REMIC II Regular Interest LTI-AIO and REMIC II Regular Interest
      LTI-A, on a pro
      rata basis,
      in
      an amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates;

     

    (iii)  to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      the Available Funds for such Distribution Date after the distributions made
      pursuant to clauses (A) and (B) above, allocated as follows:

     

    (a) first
      to
      the Holders of REMIC II Regular Interest LTI-A, until the Uncertificated Balance
      of such REMIC II Regular Interest is reduced to zero;

     

    (b) second,
      to the Holders of REMIC II Regular Interest LTI-AIO until the Uncertificated
      Balance of such REMIC II Regular Interest is reduced to zero; and

     

    (c) any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-II Interest).

     

    (c)  On
      each
      Distribution Date, the following amounts, in the following order, shall be
      distributed by REMIC III to REMIC IV on account of the REMIC III Regular
      Interests or withdrawn from the Distribution Account and distributed to the
      Holders of the Class R Certificates (in respect of the Class R-III Interest),
      as
      the case may be:

     

    (i)  first,
      to
      the Holders of REMIC III Regular Interest LTII-IO, in an amount equal to (A)
      accrued Uncertificated Interest for such REMIC III Regular Interest for such
      Distribution Date, plus
      (B) any
      amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    (ii)  second,
      to the Holders of REMIC III Regular Interest LTII-AIO in an amount equal to
      (A)
      the Uncertificated Interest for such Distribution Date, plus (B) any amounts
      in
      respect thereof remaining unpaid from previous Distribution Dates and then,
      to
      Holders of REMIC III Regular Interest LTII-AA, REMIC III Regular Interest
      LTII-A, and REMIC III Regular Interest LTII-ZZ, on a pro
      rata basis,
      in
      an amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates;

     

    (iii)  to
      the
      Holders of REMIC III Regular Interests, in an amount equal to the remainder
      of
      the Available Funds for such Distribution Date after the distributions made
      pursuant to clauses (i) and (ii) above, allocated as follows:

     

    (a) 98.00%
      of
      such remainder to the Holders of REMIC III Regular Interest LTII-AA, until
      the
      Uncertificated Balance of such REMIC III Regular Interest is reduced to
      zero;

     

    (b) 2.00%
      of
      such remainder (other than amounts payable under clause (iii) below) first,
      to
      the Holders of REMIC III Regular Interest LTII-A, 1.00% of and in the same
      proportion as principal payments are allocated to the Corresponding Certificate
      until the Uncertificated Balance of such REMIC III Regular Interest is reduced
      to zero, and second, to the Holders of REMIC III Regular Interest LTII-ZZ,
      until
      the Uncertificated Balance of such REMIC III Regular Interest is reduced to
      zero; and

     

    (c) any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-III Interest).

     

    Notwithstanding
      the priorities and amounts of distribution of funds pursuant to this Section
      4.09, actual distributions of the Available Funds shall be made only in
      accordance with Section 4.02.

     

    (d)  With
      respect to the REMIC I Regular Interests, all Realized Losses on the Mortgage
      Loans shall be allocated shall be allocated by the Trustee on each Distribution
      Date first, to REMIC I Regular Interest I until the Uncertificated Balance
      has
      been reduced to zero, and second, to REMIC I Regular Interest I-1-A through
      REMIC I Regular Interest I-84-B, starting with the lowest numerical denomination
      until such REMIC I Regular Interest has been reduced to zero, provided that,
      for
      REMIC I Regular Interests with the same numerical denomination, such Realized
      Losses shall be allocated pro
      rata
      between
      such REMIC I Regular Interests.

     

    (e)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
      each
      Distribution Date to Uncertificated Interest payable to the REMIC II Regular
      Interest LTI-A.

     

    (f)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
      each
      Distribution Date to the following REMIC III Regular Interests in the specified
      percentages, as follows: first, to Uncertificated Interest payable to the REMIC
      III Regular Interest LTII-AA and REMIC III Regular Interest LTII-ZZ up to an
      aggregate amount equal to the REMIC III Interest Loss Allocation Amount, 98%
      and
      2%, respectively and second, to the Uncertificated Balances of the REMIC III
      Regular Interest LTII-AA and REMIC III Regular Interest LTII-ZZ up to an
      aggregate amount equal to the REMIC III Principal Loss Allocation Amount, 98%
      and 2%, respectively.

     

    
      	Section
              4.10  	
              The
                Pool Policy Reserve Account.

            


    

     

    The
      Trustee shall establish and maintain the Pool Policy Reserve Account on behalf
      of the Pool Insurer. The Pool Policy Reserve Account shall be an Eligible
      Account. On the Closing Date, the Trustee shall deposit $2,194,971
      into the
      Pool Policy Reserve Account.

     

    The
      Trustee shall invest amounts on deposit in the Pool Policy Reserve Account
      in
      Permitted Investments as directed in writing by the Pool Insurer prior to the
      Deferred Premium Release Date. Any investment earnings shall be deposited in
      the
      Pool Policy Reserve Account.

     

    All
      amounts on deposit in the Pool Policy Reserve Account shall be released by
      the
      Trustee to the Pool Insurer on the Deferred Premium Release Date by wire
      transfer in immediately available funds to an account designated in writing
      by
      the Pool Insurer (such amount, the “Deferred
      Premium Amount”).
      If at
      any time the Pool Insurer ceases to be in material compliance with the Pool
      Policy, the Insured (as defined in the Pool Policy) (at the direction of the
      Certificate Insurer) or the Certificate Insurer shall give written notice
      thereof to the Pool Insurer. To the extent that the Pool Insurer has not cured
      any such failure to be in material compliance within thirty (30) days after
      receipt of such notice (to the extent such failure can be cured), the Deferred
      Premium Amount shall no longer be payable to the Pool Insurer and all amounts
      on
      deposit in the Pool Policy Reserve Account shall be available to make Insured
      Payments following such date (the “MBIA
      Reserve Account Release Date”).
      The
      Trustee on each Distribution Date on and after the MBIA Reserve Account Release
      Date shall withdraw, to the extent of funds therein, an amount equal to the
      Insured Amount, if any, for such Distribution Date and deposit such amounts
      in
      the Insurance Account. On the Distribution Date on which the Class Certificate
      Balance of the Class A Certificates has been reduced to zero, the Trustee shall
      release any amounts remaining on deposit in the Pool Policy Reserve Account
      to
      the Certificate Insurer by wire transfer in immediately available funds to
      an
      account designated in writing by the Certificate Insurer and the Certificate
      Insurer shall have the right to direct the Trustee to terminate the Pool Policy.
      The Servicer and the Trustee shall promptly notify the Certificate Insurer
      of
      any failure of the Pool Insurer to comply with the Pool Policy.

     

    
      	Section
              4.11  	
              Supplemental
                Interest Trust Credit Support Collateral Account.

            


    

     

    The
      Supplemental Interest Trust Trustee is hereby directed to perform the
      obligations of the Custodian (as defined in the Credit Support Annex). The
      Supplemental Interest Trust Trustee is hereby directed by the Depositor to
      comply with the terms and provisions of the Credit Support Annex

    


       On
      or
      before the Closing Date, the Supplemental Interest Trust Trustee shall establish
      the Credit Support Collateral Account. The Credit Support Collateral Account
      shall be controlled by the Supplemental Interest Trust Trustee.  The Swap
      Provider shall be the beneficial owner of the Credit Support Collateral
      Account. 
      Any
      collateral (whether in the form of cash or securities, the “Posted
      Collateral”)
      posted
      by the Swap Provider to the Supplemental Interest Trust Trustee in connection
      with the Credit Support Annex shall be deposited into the Credit Support
      Collateral Account. All collateral and earnings thereon on deposit in the Credit
      Support Collateral Account shall be maintained and applied in accordance with
      the Credit Support Annex.

     

    Cash
      collateral posted by the Swap Provider in accordance with the Credit Support
      Annex shall, at the written direction of the Swap Provider to the Supplemental
      Interest Trust Trustee, be invested in overnight (or redeemable within two
      Local
      Business Days of demand) Permitted Investments rated at least (x) AAAm or AAAm-G
      by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s (unless (x) an Event of
      Default or an Additional Termination Event (as those terms are defined in the
      Interest Rate Swap Agreement) has occurred with respect to which the Swap
      Provider is the defaulting or sole Affected Party (as defined in the
      Interest Rate Swap Agreement) or (y) an Early Termination Date (as defined
      in
      the Interest Rate Swap Agreement) has been designated, in which case such Cash
      collateral shall be held uninvested). In the absence of written instructions
      to
      the Supplemental Interest Trust Trustee, amounts on deposit in the Credit
      Support Collateral Account shall remain uninvested. All amounts earned on
      amounts on deposit in the Credit Support Collateral Account (whether cash
      collateral or securities) shall be taxable to the Swap Provider. Any losses
      on
      such investments shall be deposited in the Credit Support Collateral Account
      by
      the Swap Provider out of its own funds immediately as realized. The Trustee
      shall not be liable for the selection of investments or investment losses
      incurred thereon.

     

    To
      the
      extent the Supplemental Interest Trust Trustee is required to return any of
      the
      Posted Collateral to the Swap Provider under the terms of the Credit Support
      Annex, the Supplemental Interest Trust Trustee shall return such collateral
      in
      accordance with the terms of the Credit Support Annex.

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      V


     

    THE
      CERTIFICATES

     

    
      	Section
              5.01  	
              The
                Certificates.

            


    

     

    The
      Certificates shall be substantially in the forms attached hereto as exhibits.
      The Certificates shall be issuable in registered form, in minimum denominations,
      representing an original principal amount of $100,000 and integral multiples
      of
      $1,000 in excess thereof (except that one Certificate in each Class may be
      issued in a different amount that must exceed the applicable minimum
      denomination) and aggregate denominations per Class set forth in REMIC
      IV.

     

    Subject
      to Section 9.02 respecting the final distribution on the Certificates, on each
      Distribution Date, the Trustee shall make distributions to each
      Certificateholder of record on the preceding Record Date either:

     

    (i)  by
      wire
      transfer in immediately available funds to the account of the Holder at a bank
      or other entity having appropriate facilities therefor, if the Holder has so
      notified the Trustee at least five (5) Business Days before the related Record
      Date; or

     

    (ii)  by
      check
      mailed by first class mail to the Certificateholder at the address of such
      holder appearing in the Certificate Register.

     

    The
      Trustee shall execute the Certificates by manual or facsimile signature of
      an
      authorized officer. Certificates bearing the manual or facsimile signatures
      of
      individuals who were, at the time such signatures were affixed, authorized
      to
      sign on behalf of the Trustee shall bind the Trustee, notwithstanding that
      such
      individuals or any of them have ceased to be so authorized before the
      countersignature and delivery of any such Certificates or did not hold such
      offices at the date of such Certificate. No Certificate shall be entitled to
      any
      benefit under this Agreement, or be valid for any purpose, unless countersigned
      by the Trustee by manual signature, and such countersignature upon any
      Certificate shall be conclusive evidence, and the only evidence, that such
      Certificate has been duly executed and delivered hereunder. All Certificates
      shall be dated the date of their countersignature. On the Closing Date, the
      Trustee shall countersign the Certificates to be issued at the direction of
      the
      Depositor, or any affiliate thereof.

     

    The
      Depositor shall provide to the Trustee, on a continuous basis, an adequate
      inventory of Certificates to facilitate transfers.

     

    
      	Section
              5.02  	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            


    

     

    (a)  The
      Trustee shall maintain, in accordance with Section 5.06, a Certificate Register
      for the Trust Fund in which, subject to subsections (b) and (c) below and to
      such reasonable regulations as it may prescribe, the Trustee shall provide
      for
      the registration of Certificates and of transfers and exchanges of Certificates
      as herein provided. Upon surrender for registration of transfer of any
      Certificate, the Trustee shall execute and deliver, in the name of the
      designated transferee or transferees, one or more new Certificates of the same
      Class and aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Trustee. Whenever any Certificates
      are
      so surrendered for exchange, the Trustee shall execute, countersign and deliver
      the Certificates that the Certificateholder making the exchange is entitled
      to
      receive. A written instrument of transfer in form satisfactory to the Trustee
      duly executed by the Holder or his attorney duly authorized in writing shall
      accompany every Certificate presented or surrendered for registration of
      transfer or exchange. In addition, the Holder of the Class R Certificates may
      exchange, in the manner described above, such Class R Certificate for three
      separate certificates, each representing such holder’s respective Percentage
      Interest in the Class R-I Interest, the Class R-II Interest, the Class R-III
      Interest and the Class R-IV Interest that was evidenced by the Class R
      Certificate being exchanged.

     

    No
      service charge to the Certificateholders shall be made for any registration
      of
      transfer or exchange of Certificates, but payment of a sum sufficient to cover
      any tax or governmental charge that may be imposed in connection with any
      transfer or exchange of Certificates may be required.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled and subsequently destroyed by the Trustee in accordance with the
      Trustee’s customary procedures.

     

    (b)  No
      transfer of a Private Certificate shall be made unless such transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and any applicable state securities laws. In the event that
      such
      a transfer of a Private Certificate is to be made without registration or
      qualification (other than in connection with (i) the initial transfer of any
      such Certificate by the Depositor to an Affiliate thereof, (ii) the transfer
      of
      any such Class C, Class P or Residual Certificate to the applicable issuer
      or
      indenture trustee under the Indenture or (iii) a transfer of any such Class
      C,
      Class P or Residual Certificate from the applicable issuer or indenture trustee
      under the Indenture to the Depositor or an Affiliate thereof), but in reliance
      on an exemption from the Securities Act and any applicable state securities
      laws, to assure compliance with the Securities Act and any applicable state
      securities laws, the Certificateholder desiring to effect the transfer shall
      certify to the Trustee in writing the facts surrounding the transfer in
      substantially the form of Exhibit J (the “Transferor
      Certificate”)
      and
      either (i) deliver to the Trustee a letter in substantially the form of Exhibit
      L (the “Rule
      144A Letter”)
      or
      (ii) deliver to the Trustee at the expense of the transferor an Opinion of
      Counsel that the transfer may be made without registration under the Securities
      Act. The Depositor shall provide to any Holder of a Private Certificate and
      any
      prospective transferee designated by the Holder of a Private Certificate,
      information regarding the related Certificates and the Mortgage Loans and any
      other information necessary to satisfy the condition to eligibility in Rule
      144A(d)(4) for transfer of the Certificate without registration thereof under
      the Securities Act pursuant to the registration exemption provided by Rule
      144A.
      The Trustee and the Servicer shall cooperate with the Depositor in providing
      the
      Rule 144A information referenced in the preceding sentence, including providing
      to the Depositor such information regarding the Certificates, the Mortgage
      Loans
      and other matters regarding the Trust Fund the Depositor reasonably requests
      to
      meet its obligation under the preceding sentence. Each Holder of a Private
      Certificate desiring to effect a transfer shall, and does hereby agree to,
      indemnify the Trustee, the Depositor, the Seller, and the Servicer against
      any
      liability that may result if the transfer is not so exempt or is not made in
      accordance with such federal and state laws.

     

    No
      transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
      shall have received either:

     

    (i)  a
      representation from the transferee of such Certificate acceptable to and in
      form
      and substance satisfactory to the Trustee (if the Certificate is a Private
      Certificate, the requirement is satisfied only by the Trustee’s receipt of a
      representation letter from the transferee substantially in the form of Exhibit
      L, and if the Certificate is a Residual Certificate, the requirement is
      satisfied only by the Trustee’s receipt of a Transfer Affidavit from the
      transferee substantially in the form of Exhibit I), to the effect that (x)
      the
      transferee is not an employee benefit plan subject to Section 406 of ERISA
      or a
      plan or arrangement subject to Section 4975 of the Code, or a Person acting
      on
      behalf of any such plan or arrangement or using the assets of any such plan
      or
      arrangement to effect the transfer, or (y) if the ERISA-Restricted Certificate
      is not a Class C, Class P or Residual Certificate and has been the subject
      of an
      ERISA-Qualifying Underwriting and the purchaser is an insurance company, a
      representation that the purchaser is an insurance company that is purchasing
      such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE
      95-60”)),
      and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60; or

     

    (ii)  in
      the
      case of any ERISA-Restricted Certificate presented for registration in the
      name
      of an employee benefit plan subject to ERISA, or a plan or arrangement subject
      to Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a trustee of any such plan or any other Person acting on behalf
      of any such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Trustee and the Servicer, which Opinion
      of Counsel shall not be an expense of the Trustee, the Servicer or the Trust
      Fund, addressed to the Trustee, to the effect that the purchase or holding
      of
      such ERISA-Restricted Certificate will not result in a nonexempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trustee or the Servicer to any obligation in addition to those expressly
      undertaken in this Agreement or to any liability.

     

    For
      purposes of the preceding sentence, neither an Opinion of Counsel nor any
      certification shall be required in connection with (i) the initial transfer
      of
      any such Certificate by the Depositor to an Affiliate thereof, (ii) the transfer
      of any such Class C, Class P or Residual Certificate to the applicable issuer
      or
      indenture trustee under the Indenture or (iii) a transfer of any such Class
      C,
      Class P or Residual Certificate from the issuer or indenture trustee under
      the
      Indenture to the Depositor or an Affiliate thereof (in which case, the Depositor
      or any Affiliate thereof shall have deemed to have represented that it is not
      using the assets of any plan subject to Section 406 of ERISA or plan or
      arrangement subject to Section 4975 of the Code) and the Trustee shall be
      entitled to conclusively rely upon a representation (which, upon the request
      of
      the Trustee, shall be a written representation) from the Depositor of the status
      of such transferee as an Affiliate of the Depositor. In addition, with respect
      to transfers of an ERISA-Restricted Certificate (that is not a Residual
      Certificate) other than as described in the preceding sentence, if the
      representation letter or Opinion of Counsel referred to in the preceding
      sentence is not furnished, the appropriate representation in clause (i) shall
      be
      deemed to have been made to the Trustee by the transferee’s (including an
      initial acquirer’s) acceptance of the ERISA-Restricted Certificates. If any of
      the provisions in the preceding sentences are violated, the attempted transfer
      or acquisition shall be void.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of an Offered Certificate or any interest therein, shall be deemed to have
      represented, by virtue of its acquisition or holding of such Certificate, or
      interest therein, that either (i) it is not a Plan or (ii) (A) it is an
      "accredited investor" as defined in Rule 501(a)(1) of Regulation D issued under
      the Securities Act and (B) the acquisition and holding of such Certificate
      and
      the separate right to receive payments from the Supplemental Interest Trust
      are
      eligible for the exemptive relief available under Prohibited Transaction Class
      Exemption (“PTCE”)
      84-14,
      90-1, 91-38, 95-60 or 96-23.  

     

    To
      the
      extent permitted under applicable law (including ERISA), the Trustee shall
      not
      be liable to any Person for any registration of transfer of any ERISA-Restricted
      Certificate that is in fact not permitted by this Section 5.02(b) or for making
      any payments due on such Certificate to the Holder thereof or taking any other
      action with respect to such Holder under this Agreement so long as the transfer
      was registered by the Trustee in accordance with the foregoing
      requirements.

     

    No
      transfer of a  Class C Certificate shall be made unless the transferee of
      such Certificate has provided to the Trustee a correct, complete and duly
      executed tax certification form (i.e., U.S. Internal Revenue Service Form W-9,
      W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto),
      together with appropriate attachments) as a condition to such transfer and
      agrees to update such tax certification form (i) upon expiration of any such
      tax
      certification form, (ii) as required under then applicable U.S. Treasury
      regulations and (iii) promptly upon learning that any tax certification form
      previously provided has become obsolete or incorrect. Upon receipt of any such
      tax certification form from a transferee of any Class C Certificate, the Trustee
      shall provide such tax certification form to the Supplemental Interest Trust
      Trustee.  The Supplemental Interest Trust Trustee shall provide such tax
      certification form to the Swap Provider.  

    


    Each
      Holder of a Class C Certificate and each transferee thereof shall be deemed
      to
      have consented to the Trustee and the Supplemental Interest Trust Trustee
      forwarding to the Swap Provider any such tax certification form it has provided
      and updated in accordance with these transfer restrictions. Any purported sales
      or transfers of any Class C Certificate to a transferee which does not comply
      with these requirements shall be deemed null and void under this
      Agreement.

    


    The
      Supplemental Interest Trust Trustee and the Trustee shall not be liable for
      the
      content or truthfulness of any such tax certification provided to it. The
      Supplemental Interest Trust Trustee and the Trustee shall only be required
      to
      forward any tax certification received by it to the Swap Provider at the last
      known address provided to it, and shall not be liable for the receipt of such
      tax certification by the Swap Provider, nor any failure of the Swap Provider
      to
      process such certification or to take any action as required under the
      respective Interest Rate Swap Agreement or under applicable law. The
      Supplemental Interest Trust Trustee and the Trustee shall have no duty to take
      action to correct any misstatement or omission in any tax certification provided
      to it and forwarded to the Swap Provider.

    


    (c)  Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)  No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trustee shall not register the Transfer
      of any Residual Certificate unless, in addition to the certificates required
      to
      be delivered to the Trustee under subparagraph (b) above, the Trustee shall
      have
      been furnished with an affidavit (a “Transfer
      Affidavit”)
      of the
      initial owner or the proposed transferee in the form of Exhibit I (subject
      to
      the limitations with respect thereto as set forth in Section
      5.02(b)).

     

    (iii)  Subject
      to the limitations set forth in Section 5.02(b), each Person holding or
      acquiring any Ownership Interest in a Residual Certificate shall
      agree:

     

    (A)
        to
      obtain
      a Transfer Affidavit from any other Person to whom such Person attempts to
      Transfer its Ownership Interest in a Residual Certificate;

     

    (B)
        to
      obtain
      a Transfer Affidavit from any Person for whom such Person is acting as nominee,
      trustee or agent in connection with any Transfer of a Residual Certificate;
      and

     

    (C)
        not
      to
      Transfer its Ownership Interest in a Residual Certificate or to cause the
      Transfer of an Ownership Interest in a Residual Certificate to any other Person
      if it has actual knowledge that such Person is not a Permitted
      Transferee.

     

    (iv)  Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of this Section 5.02(c) shall be absolutely null and
      void and shall vest no rights in the purported Transferee. If any purported
      transferee shall become a Holder of a Residual Certificate in violation of
      this
      Section 5.02(c), then the last preceding Permitted Transferee shall be restored
      to all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Residual Certificate. The Trustee shall not be liable to any
      Person for any registration of Transfer of a Residual Certificate that is in
      fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making
      any
      payments due on such Certificate to the Holder thereof or taking any other
      action with respect to such Holder under this Agreement so long as the Transfer
      was registered after receipt of the related Transfer Affidavit, Transferor
      Certificate and either the Rule 144A Letter or the Investment Letter. The
      Trustee shall be entitled but not obligated to recover from any Holder of a
      Residual Certificate that was in fact not a Permitted Transferee at the time
      it
      became a Holder or, at such subsequent time as it became other than a Permitted
      Transferee, all payments made on such Residual Certificate at and after either
      such time. Any such payments so recovered by the Trustee shall be paid and
      delivered by the Trustee to the last preceding Permitted Transferee of such
      Certificate.

     

    (v)  The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trustee, all information necessary to compute any tax imposed
      under Section 860E(e) of the Code as a result of a Transfer of an Ownership
      Interest in a Residual Certificate to any Holder who is not a Permitted
      Transferee.

     

    The
      restrictions on Transfers of a Residual Certificate in this Section 5.02(c)
      shall cease to apply (and the applicable portions of the legend on a Residual
      Certificate may be deleted) with respect to Transfers occurring after delivery
      to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not
      be
      an expense of the Trust Fund, the Trustee, the Seller or the Servicer, to the
      effect that the elimination of such restrictions will not cause the Trust Fund
      hereunder to fail to qualify as a REMIC at any time that the Certificates are
      outstanding or result in the imposition of any tax on the Trust Fund, a
      Certificateholder or any other Person. The Opinion of Counsel shall be
      accompanied by written notification from each Rating Agency that the removal
      of
      the restriction will not cause the Rating Agency to downgrade its ratings of
      the
      Certificates (determined without regard to the Policy). Each Person holding
      or
      acquiring any Ownership Interest in a Residual Certificate hereby consents
      to
      any amendment of this Agreement that, based on an Opinion of Counsel furnished
      to the Trustee, is reasonably necessary (a) to ensure that the record ownership
      of, or any beneficial interest in, a Residual Certificate is not transferred,
      directly or indirectly, to a Person that is not a Permitted Transferee and
      (b)
      to provide for a means to compel the Transfer of a Residual Certificate that
      is
      held by a Person that is not a Permitted Transferee to a Holder that is a
      Permitted Transferee.

     

    (d)  The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of the
      parties to such transfers.

     

    (e)  Except
      as
      provided below, the Book-Entry Certificates shall at all times remain registered
      in the name of the Depository or its nominee and at all times:

     

    (i)  registration
      of the Certificates may not be transferred by the Trustee except to another
      Depository;

     

    (ii)  the
      Depository shall maintain book-entry records with respect to the Certificate
      Owners and with respect to ownership and transfers of such Book-Entry
      Certificates;

     

    (iii)  ownership
      and transfers of registration of the Book-Entry Certificates on the books of
      the
      Depository shall be governed by applicable rules established by the
      Depository;

     

    (iv)  the
      Depository may collect its usual and customary fees, charges, and expenses
      from
      its Depository Participants;

     

    (v)  the
      Trustee shall deal with the Depository, Depository Participants and indirect
      participating firms as representatives of the Certificate Owners of the
      Book-Entry Certificates for purposes of exercising the rights of holders under
      this Agreement, and requests and directions for and votes of such
      representatives shall not be deemed to be inconsistent if they are made with
      respect to different Certificate Owners; and

     

    (vi)  the
      Trustee may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants and
      furnished by the Depository Participants with respect to indirect participating
      firms and persons shown on the books of such indirect participating firms as
      direct or indirect Certificate Owners.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing the Certificate Owner. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners it represents
      or of brokerage firms for which it acts as agent in accordance with the
      Depository’s normal procedures.

     

    If
      (x)(i)
      the Depository or the Depositor advises the Trustee in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (ii) the Trustee or the Depositor is unable
      to locate a qualified successor, or
      (y)
      after
      the occurrence of an Event of Default, Certificate Owners representing at least
      51% of the Certificate Balance of the Book-Entry Certificates together advise
      the Trustee and the Depository through the Depository Participants in writing
      that the continuation of a book-entry system through the Depository is no longer
      in the best interests of the Certificate Owners, then the Trustee shall notify
      all Certificate Owners, through the Depository, of the occurrence of any such
      event and of the availability of definitive, fully-registered Certificates
      (the
“Definitive
      Certificates”)
      to
      Certificate Owners requesting the same. Upon surrender to the Trustee of the
      related Class of Certificates by the Depository, accompanied by the instructions
      from the Depository for registration, the Trustee shall issue the Definitive
      Certificates. None of the Servicer, the Depositor or the Trustee shall be liable
      for any delay in delivery of such instruction, and each may conclusively rely
      on, and shall be protected in relying on, such instructions. The Servicer shall
      provide the Trustee with an adequate inventory of certificates to facilitate
      the
      issuance and transfer of Definitive Certificates. Upon the issuance of
      Definitive Certificates, all references herein to obligations imposed upon
      or to
      be performed by the Depository shall be deemed to be imposed upon and performed
      by the Trustee, to the extent applicable with respect to such Definitive
      Certificates, and the Trustee shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder; provided, that the Trustee shall
      not by virtue of its assumption of such obligations become liable to any party
      for any act or failure to act of the Depository.

     

    


     

    
      	Section
              5.03  	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

    If
      (a)
      any mutilated Certificate is surrendered to the Trustee, or (b) the Trustee
      receives evidence to its satisfaction of the destruction, loss or theft of
      any
      Certificate and the Servicer, the Certificate Insurer and the Trustee receive
      the security or indemnity required by them to hold each of them harmless, then,
      in the absence of notice to the Trustee that the Certificate has been acquired
      by a Protected Purchaser, and if the requirements of Section 8-406 of the UCC
      are met and subject to Section 8-405 of the UCC, the Trustee shall execute,
      countersign and deliver, in exchange for or in lieu of any mutilated, destroyed,
      lost or stolen Certificate, a new Certificate of like Class, tenor and
      Percentage Interest. In connection with the issuance of any new Certificate
      under this Section 5.03, the Trustee may require the payment of a sum sufficient
      to cover any tax or other governmental charge that may be imposed in relation
      thereto and any other expenses (including the fees and expenses of the Trustee)
      connected therewith. Any replacement Certificate issued pursuant to this Section
      5.03 shall constitute complete and indefeasible evidence of ownership, as if
      originally issued, whether or not the lost, stolen or destroyed Certificate
      is
      found at any time.

     

    
      	Section
              5.04  	
              Persons
                Deemed Owners.

            


    

     

    The
      Servicer, the Trustee, the Certificate Insurer and any agent of the Servicer,
      the Certificate Insurer or the Trustee may treat the Person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions as provided in this Agreement and for all other purposes
      whatsoever, and none of the Servicer, the Trustee,
      the
      Certificate Insurer
      or any
      agent of the Servicer, the Certificate Insurer or the Trustee shall be affected
      by any notice to the contrary.

     

    
      	Section
              5.05  	
              Access
                to List of Certificateholders’ Names and
                Addresses.

            


    

     

    If
      three
      or more Certificateholders and/or Certificate Owners (a) request such
      information in writing from the Trustee, (b) state that those Certificateholders
      and/or Certificate Owners desire to communicate with other Certificateholders
      and/or Certificate Owners with respect to their rights under this Agreement
      or
      under the Certificates and (c) provide a copy of the communication that those
      Certificateholders and/or Certificate Owners propose to transmit, or if the
      Depositor, the Certificate Insurer or Servicer requests such information in
      writing from the Trustee, then the Trustee shall, within ten (10) Business
      Days
      after the receipt of the request, provide the Depositor, the Servicer, the
      Certificate Insurer or those Certificateholders and/or Certificate Owners at
      the
      recipients’ expense the most recent list of the Certificateholders of the Trust
      Fund held by the Trustee. The Depositor and every Certificateholder, by
      receiving and holding a Certificate, agree that the Trustee shall not be held
      accountable because of the disclosure of any such information as to the list
      of
      the Certificateholders and/or Certificate Owners hereunder, regardless of the
      source from which the information was derived.

     

    
      	Section
              5.06  	
              Maintenance
                of Office or Agency.

            


    

     

    The
      Certificate Registrar will maintain at its expense an office or agency in the
      United States. Currently, that office is located at DB Services Tennessee,
      648
      Grassmere Park Road, Nashville, Tennessee 37211-3658, Attention: Transfer Unit,
      where Certificates may be surrendered for registration of transfer or exchange.
      The Certificate Registrar will give prompt written notice to the Trustee, the
      Certificateholders and the Certificate Insurer of any change in the location
      of
      its office or agency.

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      VI 

     

    The
      Depositor and the Servicer

     

    
      	Section
              6.01  	
              Respective
                Liabilities of the Depositor and the
                Servicer.

            


    

     

    The
      Depositor and the Servicer shall each be liable in accordance herewith only
      to
      the extent of the obligations specifically and respectively imposed upon and
      undertaken by them herein.

     

    
      	Section
              6.02  	
              Merger
                or Consolidation of the Depositor or the
                Servicer.

            


    

     

    The
      Depositor and the Servicer will each keep in full effect its existence, rights
      and franchises as a corporation or federal savings bank, as the case may be,
      under the laws of the United States or under the laws of one of the states
      thereof and will each obtain and preserve its qualification to do business
      as a
      foreign corporation in each jurisdiction in which such qualification is or
      shall
      be necessary to protect the validity and enforceability of this Agreement,
      or
      any of the Mortgage Loans and to perform its respective duties under this
      Agreement.

     

    Any
      Person into which the Depositor or the Servicer may be merged or consolidated,
      or any Person resulting from any merger or consolidation to which the Depositor
      or the Servicer shall be a party, or any person succeeding to the business
      of
      the Depositor or the Servicer, shall be the successor of the Depositor or the
      Servicer, as the case may be, hereunder, without the execution or filing of
      any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding. The successor or surviving Person to
      the
      Servicer must be qualified to sell mortgage loans to, and to service mortgage
      loans on behalf of, FNMA or FHLMC; provided, however, that the successor
      Servicer shall satisfy all the requirements of Section 7.02 with respect to
      the
      qualifications of a successor Servicer and such merger, conversion or
      consolidation could not be reasonably expected to result in a Material Adverse
      Change (as defined in the Insurance Agreement) with respect to the Servicer
      unless approved by the Certificate Insurer.

     

    
      	Section
              6.03  	
              Limitation
                on Liability of the Depositor, the Seller, the Servicer, and
                Others.

            


    

     

    None
      of
      the Depositor, the Seller, the Servicer or any of the directors, officers,
      employees, or agents of the Depositor, the Seller or the Servicer shall be
      liable to the Certificateholders (other than to the extent set forth in Section
      4.01(d)) for any action taken or for refraining from taking any action in good
      faith pursuant to this Agreement, or for errors in judgment. This provision
      shall not protect the Depositor, the Seller, the Servicer, or any such person
      against any breach of representations or warranties made by it herein or protect
      the Depositor, the Seller, the Servicer, or any such person from any liability
      that would otherwise be imposed for willful misfeasance, bad faith, or gross
      negligence in the performance of duties or because of reckless disregard of
      obligations and duties hereunder.

     

    The
      Depositor, the Seller, the Servicer and any director, officer, employee, or
      agent of the Depositor, the Seller, or the Servicer may rely in good faith
      on
      any document of any kind prima facie
      properly
      executed and submitted by any Person respecting any matters arising
      hereunder.

     

    The
      Depositor, the Seller, the Servicer and any director, officer, employee, or
      agent of the Depositor, the Seller or the Servicer shall be indemnified by
      the
      Trust Fund for any loss, liability, or expense incurred in connection with
      any
      audit, controversy, or judicial proceeding relating to a governmental taxing
      authority or any legal action relating to this Agreement or the Certificates,
      other than any loss, liability, or expense related to any specific Mortgage
      Loans (except any loss, liability, or expense otherwise reimbursable pursuant
      to
      this Agreement) and any loss, liability, or expense incurred because of willful
      misfeasance, bad faith, or gross negligence in the performance of duties
      hereunder or because of reckless disregard of duties hereunder.

     

    None
      of
      the Depositor, the Seller or the Servicer shall be under any obligation to
      appear in, prosecute or defend any legal action that is not incidental to its
      respective duties hereunder and which in its opinion may involve it in any
      expense or liability; provided, however, that any of the Depositor, the Seller
      or the Servicer may in its discretion undertake any such legal action that
      it
      may deem appropriate in respect of this Agreement and the rights and duties
      of
      the parties hereto and interests of the Trustee and the Certificateholders
      hereunder or with respect to the Mortgage Loans. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom shall
      be
      expenses, costs and liabilities of the Trust Fund, and the Depositor, the
      Seller, and the Servicer shall be entitled to be reimbursed therefor out of
      the
      Certificate Account.

     

    
      	Section
              6.04  	
              Limitation
                on Resignation of the
                Servicer.

            


    

     

    The
      Servicer shall not resign from the obligations hereby imposed on it except
      (a)
      upon appointment of a successor servicer that is reasonably acceptable to the
      Trustee and the Certificate Insurer and receipt by the Trustee and the
      Certificate Insurer of a letter from each Rating Agency that the resignation
      and
      appointment will not result in a downgrading of the rating of any of the
      Certificates (without regard to the Policy) or (b) upon determination that
      its
      duties hereunder are no longer permissible under applicable law. Any such
      determination under clause (b) permitting the resignation of the Servicer shall
      be evidenced by an Opinion of Counsel to that effect delivered to the Trustee
      and the Certificate Insurer. No such resignation shall become effective until
      the Trustee or a successor Servicer shall have assumed the Servicer’s
      obligations hereunder.

     

    
      	Section
              6.05  	
              Inspection.

            


    

     

    The
      Servicer, in its capacity as Servicer, shall afford the Trustee and the
      Certificate Insurer, upon reasonable advance notice, during normal business
      hours, access to all records maintained by the Servicer in respect of its rights
      and obligations hereunder and access to officers of the Servicer responsible
      for
      such obligations. Upon request, the Servicer shall furnish to the Trustee and/or
      the Certificate Insurer its most recent publicly available financial statements
      and any other information relating to its capacity to perform its obligations
      under this Agreement.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      VII

     

    Default

     

    
      	Section
              7.01  	
              Events
                of Default.

            


    

     

    “Event
      of Default,”
      wherever used herein, means any one of the following events:

     

    (a)  any
      failure by the Servicer to deposit in the Certificate Account, which failure
      continues unremedied for five days, or any failure by the Servicer to remit
      to
      the Trustee any payment (other than a payment required to be made under Section
      4.01) required to be made by it under this Agreement, which failure continues
      unremedied for two Business Days, in each case after the date on which written
      notice of the failure has been given to the Servicer by the Trustee, or the
      Depositor, or to the Servicer, and the Trustee by the Holders of Certificates
      of
      any Class evidencing not less than 25% of the aggregate Percentage Interests
      of
      the Class; or

     

    (b)  any
      failure by the Servicer to observe or perform in any material respect any other
      of the covenants or agreements on the part of the Servicer contained in this
      Agreement, which failure materially affects the rights of Certificateholders
      or
      the Certificate Insurer and continues unremedied for a period of sixty (60)
      days
      after the date on which written notice of such failure shall have been given
      to
      the Servicer by the Trustee or the Depositor, or to the Servicer and the Trustee
      by the Holders of Certificates of any Class evidencing not less than 25% of
      the
      Percentage Interests of the Class; provided that the sixty day cure period
      shall
      not apply to the initial delivery of the Mortgage File for Delayed Delivery
      Mortgage Loans nor the failure to repurchase or substitute in lieu thereof;
      or

     

    (c)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises for the appointment of a receiver, conservator or liquidator in
      any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Servicer and such decree or order shall have
      remained in force undischarged or unstayed for a period of sixty (60)
      consecutive days; or

     

    (d)  the
      Servicer shall consent to the appointment of a receiver, conservator or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities, or similar proceedings of or relating to the Servicer or all or
      substantially all of the property of the Servicer; or

     

    (e)  the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of, or commence a voluntary case
      under, any applicable insolvency or reorganization statute, make an assignment
      for the benefit of its creditors, or voluntarily suspend payment of its
      obligations; or

     

    (f)  the
      Servicer shall fail (i) to make an Advance on the Servicer Advance Date or
      (ii)
      to reimburse in full the Trustee within two days of the Servicer Advance Date
      for any Advance made by the Trustee pursuant to Section 4.01(b).

     

    If
      an
      Event of Default described in clauses (a) through (f) of this Section 7.01
      shall
      occur, then, and in each and every such case, so long as such Event of Default
      shall not have been remedied, the Trustee (with the consent of the Certificate
      Insurer) may, or at the direction of the Certificate Insurer (so long as no
      Certificate Insurer Default exists) or if a Certificate Insurer Default exists
      the Holders of Certificates of any Class evidencing not less than 662/3%
      of the
      Percentage Interests of that Class, the Trustee shall by notice in writing
      to
      the Servicer (with a copy to each Rating Agency), terminate all of the rights
      and obligations of the Servicer under this Agreement and in the Mortgage Loans
      and the proceeds thereof, other than its rights as a Certificateholder
      hereunder. On and after the receipt by the Servicer of such written notice,
      all
      authority and power of the Servicer hereunder, whether with respect to the
      Mortgage Loans or otherwise, shall pass to and be vested in the Trustee. The
      Trustee shall make any Advance that the Servicer failed to make, whether or
      not
      the obligations of the Servicer have been terminated pursuant to this
      Section.

     

    The
      Trustee is hereby authorized and empowered to execute and deliver, on behalf
      of
      the Servicer, as attorney-in-fact or otherwise, any documents and other
      instruments, and to do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Mortgage Loans and
      related documents, or otherwise. Unless expressly provided in such written
      notice, no such termination shall affect any obligation of the Servicer to
      pay
      amounts owed pursuant to Article VIII. The Servicer agrees to cooperate with
      the
      Trustee in effecting the termination of the Servicer’s responsibilities and
      rights hereunder, including the transfer to the Trustee of all cash amounts
      that
      shall at the time be credited to the Certificate Account, or thereafter be
      received with respect to the Mortgage Loans. If the Servicer fails to make
      any
      Advance required under Section 4.01 of this Agreement, thereby triggering an
      Event of Default described in clause (f) of this Section 7.01, the Trustee
      shall
      make such Advance on that Distribution Date.

     

    Notwithstanding
      any termination of the activities of the Servicer hereunder, the Servicer shall
      be entitled to receive, out of any late collection of a Scheduled Payment on
      a
      Mortgage Loan that was due before the notice terminating the Servicer’s rights
      and obligations as Servicer hereunder and received after the notice, that
      portion thereof to which the Servicer would have been entitled pursuant to
      Sections 3.09(a)(i) through (v) and (vii), and any other amounts payable to
      the
      Servicer hereunder the entitlement to which arose before the termination of
      its
      activities hereunder.

     

    
      	Section
              7.02  	
              Trustee
                to Act; Appointment of Successor.

            


    

     

    On
      and
      after the time the Servicer receives a notice of termination pursuant to Section
      7.01, the Trustee shall, subject to and to the extent provided in Section 3.05,
      be the successor to the Servicer in its capacity as Servicer under this
      Agreement and the transactions provided for herein and shall be subject to
      all
      the responsibilities, duties and liabilities (other than any liabilities
      incurred by the Servicer prior to its termination hereunder) relating thereto
      placed on the Servicer by the terms hereof and applicable law, including the
      obligation to make Advances pursuant to Section 4.01. As compensation therefor,
      the Trustee shall be entitled to all funds relating to the Mortgage Loans that
      the Servicer would have been entitled to charge to the Certificate Account
      or
      Distribution Account if the Servicer had continued to act
      hereunder.

     

    Notwithstanding
      the foregoing, if the Trustee has become the successor to the Servicer in
      accordance with Section 7.01, the Trustee may, if it shall be unwilling to
      so
      act, or shall, if it is prohibited by applicable law from making Advances
      pursuant to Section 4.01 or if it is otherwise unable to so act, appoint, or
      petition a court of competent jurisdiction to appoint, any established mortgage
      loan servicing institution reasonably acceptable to the Depositor, the
      appointment of which does not adversely affect the then current rating of the
      Certificates by each Rating Agency (without regard to the Policy), as the
      successor to the Servicer hereunder in the assumption of all or any part of
      the
      obligations of the Servicer hereunder.

     

    Any
      successor to the Servicer shall be an institution that is a FNMA and FHLMC
      approved seller/servicer in good standing, that has a net worth of at least
      $15,000,000, that is willing to service the Mortgage Loans and that executes
      and
      delivers to the Depositor and the Trustee an agreement accepting such delegation
      and assignment, containing an assumption by it of the rights and obligations
      of
      the Servicer (other than liabilities of the Servicer under Section 6.03 incurred
      before termination of the Servicer under Section 7.01), with like effect as
      if
      originally named as a party to this Agreement; provided,
      that
      each Rating Agency acknowledges that its rating of the Certificates (without
      regard to the Policy) in effect immediately before the assignment and delegation
      will not be qualified or reduced as a result of the assignment and
      delegation.

     

    Pending
      appointment of a successor to the Servicer hereunder, the Trustee, unless the
      Trustee is prohibited by law from so acting, shall, subject to Section 3.05,
      act
      in such capacity as hereinabove provided. In connection with such appointment
      and assumption, the Trustee may make such arrangements for the compensation
      of
      the successor out of payments on Mortgage Loans as it and the successor shall
      agree. No such compensation shall exceed the Servicing Fee Rate. The Trustee
      and
      the successor shall take any action, consistent with this Agreement, necessary
      to effectuate the succession.

     

    Neither
      the Trustee nor any other successor Servicer shall be deemed to be in default
      hereunder because of any failure to make, or any delay in making, any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties hereunder, in either case caused by the failure
      of the Servicer to deliver or provide, or any delay in delivering or providing,
      any cash, information, documents or records to it. The appointment of a
      successor Servicer shall not affect any liability of the predecessor Servicer
      that my have arisen under this Agreement before its termination as Servicer
      to
      pay any deductible under an insurance policy, to indemnify any person, or
      otherwise, nor shall any successor Servicer be liable for any acts or omissions
      of the predecessor Servicer or for any breach by the Servicer of any of its
      representations and warranties contained in this Agreement.

     

    In
      connection with the termination or resignation of the Servicer hereunder, either
      (i) the successor Servicer, including the Trustee if the Trustee is acting
      as
      successor Servicer, shall represent and warrant that it is a member of MERS
      in
      good standing and shall agree to comply in all material respects with the rules
      and procedures of MERS in connection with the servicing of the Mortgage Loans
      that are registered with MERS, or (ii) the predecessor Servicer shall cooperate
      with the successor Servicer either (x) in causing MERS to execute and deliver
      an
      assignment of Mortgage in recordable form to transfer the Mortgage from MERS
      to
      the Trustee and to execute and deliver such other notices, documents and other
      instruments as may be necessary or desirable to effect a transfer of such
      Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the
      successor Servicer or (y) in causing MERS to designate on the MERS® System the
      successor Servicer as the servicer of such Mortgage Loan. The predecessor
      Servicer shall file or cause to be filed any such assignment in the appropriate
      recording office. The successor Servicer shall cause such assignment to be
      delivered to the Trustee promptly upon receipt of the original with evidence
      of
      recording thereon or a copy certified by the public recording office in which
      such assignment was recorded.

     

    Each
      of
      the Certificate Insurer and the Pool Insurer (unless otherwise directed in
      writing by the Certificate Insurer) must consent to any successor servicer.
      Any
      successor to the Servicer as Servicer shall give notice of the change of
      servicer to the Seller and Certificate Insurer and the Mortgagors and shall,
      during the term of its service as Servicer, maintain in force the policy or
      policies that the Servicer is required to maintain pursuant to Section 6.05.
      

     

    
      	Section
              7.03  	
              Notification
                to
                Certificateholders.

            


    

     

    (a)  Upon
      any
      termination of or appointment of a successor to the Servicer, the Trustee shall
      give prompt written notice thereof to Certificateholders, the Certificate
      Insurer and each Rating Agency.

     

    (b)  Within
      sixty (60) days after the occurrence of any Event of Default, the Trustee shall
      transmit by mail to all Certificateholders, the Certificate Insurer and each
      Rating Agency notice of each Event of Default hereunder known to the Trustee,
      unless the Event of Default has been cured or waived.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      VIII

     

    Concerning
      the Trustee

     

    
      	Section
              8.01  	
              Duties
                of the Trustee.

            


    

     

    For
      the
      purposes of this Article VIII, each of the rights, duties, responsibilities
      and
      obligations of the Trustee shall be rights, duties, responsibilities and
      obligations of the Supplemental Interest Trust Trustee. References to the
      Trustee in this Article VIII shall also be references to the Supplemental
      Interest Trust Trustee.

     

    The
      Trustee, before the occurrence of an Event of Default and after the curing
      of
      all Events of Default that may have occurred, shall undertake to perform such
      duties and only the duties specifically set forth in this Agreement. If an
      Event
      of Default has occurred and remains uncured, the Trustee shall exercise such
      of
      the rights and powers vested in it by this Agreement, and use the same degree
      of
      care and skill in their exercise as a prudent person would exercise or use
      under
      the circumstances in the conduct of such person’s own affairs.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee, that
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they are in the form required
      by this Agreement. If any such instrument is found not to conform to the
      requirements of this Agreement in a material manner, the Trustee shall take
      any
      action it deems appropriate to have the instrument corrected, and if the
      instrument is not corrected to the Trustee’s satisfaction, the Trustee shall
      notify the Certificateholders and the Certificate Insurer of the defect. The
      Trustee shall not be responsible for the accuracy or content of any resolution,
      certificate, statement, opinion, report, document, order or other
      instrument.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act, or
      its
      own willful misconduct.

     

    Unless
      an
      Event of Default known to the Trustee has occurred and is
      continuing:

     

    (a)  the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for the
      performance of the duties specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the Trustee,
      and the Trustee may conclusively rely, as to the truth of the statements and
      the
      correctness of the opinions expressed therein, upon any certificates or opinions
      furnished to the Trustee and conforming to the requirements of this Agreement
      that it believed in good faith to be genuine and to have been duly executed
      by
      the proper authorities respecting any matters arising hereunder;

     

    (b)  the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it is finally
      proven that the Trustee was negligent in ascertaining the pertinent facts;
      and

     

    (c)  the
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of Certificates evidencing not less than 25% of the Voting Rights of
      Certificates relating to the time, method and place of conducting any proceeding
      for any remedy available to the Trustee, or exercising any trust or power
      conferred upon the Trustee under this Agreement.

     

    
      	Section
              8.02  	
              Certain
                Matters Affecting the
                Trustee.

            


    

     

    Except
      as
      otherwise provided in Section 8.01:

     

    (a)  the
      Trustee may request and rely upon and shall be protected in acting or refraining
      from acting upon any resolution, Officer’s Certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document believed
      by
      it to be genuine and to have been signed or presented by the proper party or
      parties and the Trustee shall not have any responsibility to ascertain or
      confirm the genuineness of any signature of any such party or
      parties;

     

    (b)  the
      Trustee may consult with counsel, financial advisers or accountants and the
      advice of any such counsel, financial advisers or accountants, and any Opinion
      of Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such Opinion of Counsel;

     

    (c)  the
      Trustee shall not be liable for any action taken, suffered or omitted by it
      in
      good faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Agreement;

     

    (d)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or document,
      unless requested in writing so to do by the Holders of Certificates evidencing
      not less than 25% of the Voting Rights allocated to each Class of
      Certificates;

     

    (e)  the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, accountants, or attorneys,
      and the Trustee shall not be responsible for any misconduct or negligence on
      the
      part of any agents, accountants or attorneys appointed with due care by it
      hereunder;

     

    (f)  the
      Trustee shall not be required to risk or expend its own funds or otherwise
      incur
      any financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers hereunder if it shall have reasonable
      grounds for believing that repayment of such funds or adequate indemnity against
      such risk or liability is not assured to it;

     

    (g)  the
      Trustee shall not be liable for any loss on any investment of funds pursuant
      to
      this Agreement (other than as issuer of the investment security);

     

    (h)  the
      Trustee shall not be deemed to have knowledge of an Event of Default or Swap
      Provider Trigger Event until a Responsible Officer of the Trustee shall have
      received written notice thereof; 

     

    (i)  the
      Trustee need not exercise any of the trusts, rights or powers vested in it
      by
      this Agreement or to institute, conduct or defend any litigation in connection
      with this Agreement at the request, order or direction of the Certificateholders
      pursuant to this Agreement unless the Certificateholders shall have offered
      to
      the Trustee or reasonable security or indemnity satisfactory to the Trustee
      against the costs, expenses and liabilities that may be incurred in connection
      therewith;

     

    (j)  the
      Trustee or its Affiliates are permitted to receive additional compensation
      that
      could be deemed to be in the Trustee’s economic self-interest for (i) serving as
      investment adviser, administrator, shareholder, servicing agent, custodian
      or
      sub-custodian with respect to certain of the Permitted Investments, (ii) using
      Affiliates to effect transactions in certain Permitted Investments and (iii)
      effecting transactions in certain Permitted Investments. The Trustee does not
      guarantee the performance of any Permitted Investments; 

     

    (k)  the
      Trustee shall not knowingly take any action that would cause the Trust Fund
      to
      fail to qualify as a qualifying special purpose entity; and

     

    (l)  the
      Trustee shall provide the Certificate Insurer written notice promptly upon
      determining that there are insufficient funds to make any Net Swap Payments
      owed
      by the Supplemental Trust to the Swap Provider. The Certificate Insurer may,
      at
      its sole discretion, advance any such required payments, and the Trustee is
      hereby authorized to make such payments on behalf of the Certificate
      Insurer.

     

    In
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to banking institutions, including those relating to the
      funding of terrorist activities and money laundering (“Applicable
      Law”),
      the
      Trustee is required to obtain, verify and record certain information relating
      to
      individuals and entities which maintain a business relationship with the
      Trustee. Accordingly, each of the parties agrees to provide to the Trustee
      upon
      its request from time to time such identifying information and documentation
      as
      may be available for such party in order to enable the Trustee to comply with
      Applicable Law.

     

    
      	Section
              8.03  	
              Trustee
                Not Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the Seller, as the case may be, and the Trustee
      does not assume any responsibility for their correctness. The Trustee does
      not
      make any representations as to the validity or sufficiency of this Agreement,
      the Certificates, any Mortgage Loan or related document or MERS or the MERS®
System other than with respect to the Trustee’s execution and countersignature
      of the Certificates. The Trustee shall not be accountable for the use or
      application by the Depositor or the Servicer of any funds paid to the Depositor
      or the Servicer in respect of the Mortgage Loans or deposited in or withdrawn
      from the Certificate Account by the Depositor or the Servicer.

     

    Except
      as
      provided in Section 2.01(c), the Trustee shall have no responsibility for filing
      or recording any financing or continuation statement in any public office at
      any
      time or to otherwise perfect or maintain the perfection of any security interest
      or lien granted to it hereunder (unless the Trustee shall have become the
      successor Servicer).

     

    The
      Trustee executes the Certificates not in its individual capacity but solely
      as
      Trustee of the Trust Fund created by this Agreement, in the exercise of the
      powers and authority conferred and vested in it by this Agreement. Each of
      the
      undertakings and agreements made on the part of the Trustee on behalf of the
      Trust Fund in the Certificates is made and intended not as a personal
      undertaking or agreement by the Trustee but is made and intended for the purpose
      of binding only the Trust Fund.

     

    
      	Section
              8.04  	
              Trustee
                May Own Certificates.

            


    

     

    The
      Trustee, in its individual or any other capacity, may become the owner or
      pledgee of Certificates with the same rights as it would have if it were not
      the
      Trustee.

     

    
      	Section
              8.05  	
              Trustee’s
                Fees and Expenses.

            


    

     

    As
      compensation for its activities under this Agreement as Trustee, the Trustee
      may
      withdraw from the Distribution Account on each Distribution Date the Trustee
      Fee
      for the Distribution Date. The Trustee and any director, officer, employee
      or
      agent of the Trustee shall be indemnified by the Seller against any loss,
      liability or expense (including reasonable attorney’s fees) resulting from any
      error in any tax or information return prepared by the Servicer or incurred
      in
      connection with any claim or legal action relating to this Agreement, the
      Certificates or the performance of any of the Trustee’s duties under this
      Agreement, other than any loss, liability or expense incurred because of willful
      misfeasance, bad faith or negligence in the performance of any of the Trustee’s
      duties under this Agreement. This indemnity shall survive the termination of
      this Agreement or the resignation or removal of the Trustee under this
      Agreement. Without limiting the foregoing, except as otherwise agreed upon
      in
      writing by the Depositor and the Trustee and except for any expense,
      disbursement or advance arising from the Trustee’s negligence, bad faith or
      willful misconduct, the Seller shall pay or reimburse the Trustee for all
      reasonable expenses, disbursements and advances incurred or made by the Trustee
      in accordance with this Agreement with respect to (i) the reasonable
      compensation, expenses and disbursements of its counsel not associated with
      the
      closing of the issuance of the Certificates and (ii) the reasonable
      compensation, expenses and disbursements of any accountant, engineer or
      appraiser that is not regularly employed by the Trustee, to the extent that
      the
      Trustee must engage them to perform services under this Agreement.

     

    Except
      as
      otherwise provided in this Agreement, the Trustee shall not be entitled to
      payment or reimbursement for any routine ongoing expenses incurred by the
      Trustee in the ordinary course of its duties as Trustee, Registrar or Paying
      Agent under this Agreement or for any other expenses.

     

    
      	Section
              8.06  	
              Eligibility
                Requirements for the
                Trustee.

            


    

     

    The
      Trustee hereunder shall at all times be a corporation or association organized
      and doing business under the laws of a state or the United States of America,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000, subject to supervision or
      examination by federal or state authority and with a credit rating that would
      not cause any of the Rating Agencies to reduce their respective then-current
      ratings of the Certificates (without regard to the Policy) (or, having provided
      such security from time to time, as is sufficient to avoid such reduction)
      as
      evidenced in writing by each Rating Agency. If such corporation or association
      publishes reports of condition at least annually, pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then for
      the
      purposes of this Section 8.06 the combined capital and surplus of such
      corporation or association shall be deemed to be its combined capital and
      surplus as disclosed in its most recent report of condition so published. If
      at
      any time the Trustee ceases to be eligible in accordance with this Section
      8.06,
      the Trustee shall resign immediately in the manner and with the effect specified
      in Section 8.07. The entities serving as Trustee may have normal banking and
      trust relationships with the Depositor and its affiliates or the Servicer and
      its affiliates. The Trustee may not be an affiliate of the Seller, the Depositor
      or the Servicer, other than the Trustee in its role as successor to the
      Servicer. The principal office of the Trustee (other than the initial Trustee)
      shall be in a state with respect to which an Opinion of Counsel has been
      delivered to the Trustee and the Certificate Insurer at the time such party
      is
      appointed Trustee to the effect that the Trust will not be a taxable entity
      under the laws of that state.

     

    
      	Section
              8.07  	
              Resignation
                and Removal of the
                Trustee.

            


    

     

    The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice of resignation to the Depositor, the Servicer, the
      Certificate Insurer and each Rating Agency not less than sixty (60) days before
      the date specified in the notice, when, subject to Section 8.08, the resignation
      is to take effect, and acceptance by a successor trustee in accordance with
      Section 8.08 meeting the qualifications in Section 8.06. If no successor trustee
      meeting those qualifications shall have been so appointed and have accepted
      appointment within thirty (30) days after the notice of resignation, the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with Section 8.06
      and
      shall fail to resign after written request thereto by the Depositor, or if
      at
      any time the Trustee shall become incapable of acting, or shall be adjudged
      as
      bankrupt or insolvent, or a receiver of the Trustee or of its property shall
      be
      appointed, or any public officer shall take charge or control of the Trustee
      or
      of its property or affairs for the purpose of rehabilitation, conservation
      or
      liquidation, or a tax is imposed with respect to the Trust Fund by any state
      in
      which the Trustee or the Trust Fund is located and the imposition of the tax
      would be avoided by the appointment of a different trustee or administrator,
      as
      applicable, then the Depositor or the Servicer may remove the Trustee and
      appoint a successor trustee, acceptable to the Certificate Insurer if no
      Certificate Insurer Default has occurred and is continuing, by written
      instrument, in triplicate, one copy of which shall be delivered to the Trustee
      one copy to the Servicer and one copy to the successor trustee.

     

    The
      Certificate Insurer (so long as no Certificate Insurer Default exists) or the
      Holders of Certificates (other than the Servicer, Seller, Depositor or any
      affiliates or agents thereof) entitled to at least 51% of the Voting Rights
      may
      at any time remove the Trustee and appoint a successor trustee by written
      instrument or instruments, in triplicate, signed by the Holders or their
      attorneys-in-fact duly authorized, as the case may be, one complete set of
      which
      shall be delivered by the successor trustee to the Servicer, one complete set
      to
      the Trustee so removed, and one complete set to the successor so appointed.
      The
      successor trustee, shall notify each Rating Agency of any removal of the
      Trustee.

     

    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to this Section 8.07 shall become effective upon acceptance of
      appointment by the successor trustee as provided in Section 8.08.

     

    
      	Section
              8.08  	
              Successor
                Trustee.

            


    

     

    Any
      successor trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the Depositor, its predecessor trustee or
      administrator and the Servicer an instrument accepting its appointment hereunder
      and thereupon the resignation or removal of the predecessor trustee or
      administrator shall become effective and the successor trustee, without any
      further act, deed or conveyance, shall become fully vested with all the rights
      and obligations of its predecessor hereunder, with the like effect as if
      originally named as Trustee herein. The Depositor, the Servicer and the
      predecessor trustee or administrator, as applicable, shall execute and deliver
      such instruments and do such other things as may reasonably be required for
      more
      fully and certainly vesting and confirming in the successor trustee all such
      rights and obligations.

     

    No
      successor trustee shall accept appointment as provided in this Section 8.08
      unless at the time of its acceptance, the successor trustee is eligible under
      Section 8.06, and its appointment does not adversely affect the then current
      rating of the Certificates (without regard to the Policy).

     

    Upon
      acceptance of appointment by a successor trustee as provided in this Section
      8.08, the Depositor shall mail notice of the succession of such trustee or
      administrator hereunder to all Holders of Certificates and the Certificate
      Insurer. If the Depositor fails to mail the notice within ten (10) days after
      acceptance of appointment by the successor trustee, the successor trustee shall
      cause the notice to be mailed at the expense of the Depositor.

     

    
      	Section
              8.09  	
              Merger
                or Consolidation of the
                Trustee.

            


    

     

    Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated or any corporation resulting from any merger, conversion,
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to the business of the Trustee, shall be the successor of the Trustee
      hereunder if the successor corporation is eligible under Section 8.06 without
      the execution or filing of any paper or further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     

    
      	Section
              8.10  	
              Appointment
                of Co-Trustee or Separate
                Trustee.

            


    

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust Fund
      or property securing any Mortgage Note may at the time be located, the Servicer
      and the Trustee acting jointly shall have the power and shall execute and
      deliver all instruments to appoint one or more Persons approved by the Trustee
      to act as co-trustee or co-trustees jointly with the Trustee, or separate
      trustee or separate trustees, of all or any part of the Trust Fund, and to
      vest
      in them, in such capacity and for the benefit of the Certificateholders, such
      title to the Trust Fund or any part thereof, whichever is applicable, and,
      subject to the other provisions of this Section 8.10, such powers, duties,
      obligations, rights and trusts as the Servicer and the Trustee may consider
      appropriate. If the Servicer shall not have joined in such appointment within
      fifteen (15) days after the receipt by it of a request to do so, or in the
      case
      an Event of Default shall have occurred and be continuing, the Trustee alone
      shall have the power to make such appointment. No co-trustee or separate trustee
      hereunder shall be required to meet the terms of eligibility as a successor
      trustee under Section 8.06 and no notice to Certificateholders of the
      appointment of any co-trustee or separate trustee shall be required under
      Section 8.08.

     

    Every
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provisions and
      conditions:

     

    (a)  To
      the
      extent necessary to effectuate the purposes of this Section 8.10, all rights
      and
      obligations conferred or imposed upon the Trustee, except for the obligation
      of
      the Trustee under this Agreement to advance funds on behalf of the Servicer,
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
      be incompetent or unqualified to perform such act or acts, in which event such
      rights and obligations (including holding title to the applicable Trust Fund
      or
      any portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Trustee;

     

    (b)  No
      trustee hereunder shall be held personally liable because of any act or omission
      of any other trustee hereunder and such appointment shall not, and shall not
      be
      deemed to, constitute any such separate trustee or co-trustee as agent of the
      Trustee;

     

    (c)  The
      Trustee, may at any time accept the resignation of or remove any separate
      trustee or co-trustee; and

     

    (d)  The
      Servicer, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement, and indemnification to any such separate trustee
      or
      co-trustee.

     

    Any
      notice, request, or other writing given to the Trustee shall be deemed to have
      been given to each of the separate trustees and co-trustees, when and as
      effectively as if given to each of them. Every instrument appointing any
      separate trustee or co-trustee shall refer to this Agreement and the conditions
      of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
      of the trusts conferred, shall be vested with the estates or property specified
      in its instrument of appointment, either jointly with the Trustee or separately,
      as may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Servicer and the Depositor.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign, or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

    
      	Section
              8.11  	
              Tax
                Matters.

            


    

     

    It
      is
      intended that the assets with respect to which any REMIC election pertaining
      to
      the Trust Fund is to be made, as described in the Preliminary Statement, shall
      constitute, and that the conduct of matters relating to such assets shall be
      such as to qualify such assets as, a “real estate mortgage investment conduit”
as defined in and in accordance with the REMIC Provisions. In furtherance of
      such intention, the Trustee covenants and agrees that it shall act as agent
      (and
      the Trustee is hereby appointed to act as agent) on behalf of any REMIC created
      hereunder and that in such capacity it shall:

     

    (i)  prepare
      and file in a timely manner, a U.S. Real Estate Mortgage Investment Conduit
      Income Tax Return (Form 1066 or any successor form adopted by the Internal
      Revenue Service) and prepare and file with the Internal Revenue Service and
      applicable state or local tax authorities income tax or information returns
      for
      each taxable year with respect to each REMIC created hereunder described in
      the
      Preliminary Statement containing such information and at the times and in the
      manner as may be required by the Code or state or local tax laws, regulations
      or
      rules, and furnish to Certificateholders the schedules, statements or
      information at such times and in such manner as may be required
      thereby;

     

    (ii)  within
      thirty (30) days of the Closing Date, furnish to the Internal Revenue Service,
      on Forms 8811 or as otherwise may be required by the Code, the name, title,
      address and telephone number of the person that the holders of the Certificates
      may contact for tax information relating thereto, together with such additional
      information as may be required by such Form 8811, and update such information
      at
      the time or times in the manner required by the Code;

     

    (iii)  make
      an
      election that each REMIC created under this Agreement be treated as a REMIC
      on
      the federal tax return for its first taxable year (and, if necessary, under
      applicable state law);

     

    (iv)  prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculation of any original issue discount using the prepayment
      assumptions set forth in “Yield, Prepayment and Maturity
      Considerations─Structuring Assumptions” in the Prospectus
      Supplement;

     

    (v)  provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is not a Permitted Transferee, or an
      agent
      (including a broker, nominee or other middleman) of a Non-Permitted Transferee,
      or a pass-through entity in which a Non-Permitted Transferee is the record
      holder of an interest (the reasonable cost of computing and furnishing such
      information may be charged to the Person liable for such tax);

     

    (vi)  to
      the
      extent that they are under its control, conduct matters relating to such assets
      at all times that any Certificates are outstanding so as to maintain the status
      of any REMIC created hereunder as a REMIC under the REMIC
      Provisions;

     

    (vii)  pay,
      from
      the sources specified in the last paragraph of this Section 8.11, the amount
      of
      any federal or state tax, including prohibited transaction taxes as described
      below, imposed on any REMIC created under this Agreement before its termination
      when and as the same shall be due and payable (but such obligation shall not
      prevent the Trustee or any other appropriate Person from contesting any such
      tax
      in appropriate proceedings and shall not prevent the Trustee from withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings);

     

    (viii)  ensure
      that federal, state or local income tax or information returns shall be signed
      by the Trustee or such other person as may be required to sign such returns
      by
      the Code or state or local laws, regulations or rules;

     

    (ix)  maintain
      records relating to each REMIC created under this Agreement, including the
      income, expenses, assets and liabilities thereof and the fair market value
      and
      adjusted basis of the assets determined at such intervals as may be required
      by
      the Code, as may be necessary to prepare the foregoing returns, schedules,
      statements or information; 

     

    (x)  as
      and
      when necessary and appropriate, represent any REMIC created under this Agreement
      in any administrative or judicial proceedings relating to an examination or
      audit by any governmental taxing authority, request an administrative adjustment
      as to any taxable year of any REMIC created under this Agreement, enter into
      settlement agreements with any governmental taxing agency, extend any statute
      of
      limitations relating to any tax item of any REMIC created under this Agreement,
      and otherwise act on behalf of any REMIC created under this Agreement in
      relation to any tax matter or controversy involving it; and

     

    (xi)  none
      of
      the Depositor, Servicer or the Trustee shall knowingly or intentionally take
      any
      action or omit to take any action that would cause the termination of any REMIC,
      or result in the imposition of any non-indemnification taxes on any REMIC,
      created under this Agreement.

     

    The
      Holder of the Class R Certificate at any time holding the largest Percentage
      Interest thereof shall be the “tax matters person” as defined in the REMIC
      Provisions (the related “Tax
      Matters Person”)
      with
      respect to REMIC I, REMIC II, REMIC III and REMIC IV and shall act as Tax
      Matters Person for REMIC I, REMIC II, REMIC III and REMIC IV.

     

    To
      enable
      the Trustee to perform its duties under this Agreement, the Depositor shall
      provide to the Trustee within ten (10) days after the Closing Date all
      information or data that the Trustee requests in writing and determines to
      be
      relevant for tax purposes to the valuations and offering prices of the
      Certificates, including the price, yield, prepayment assumption and projected
      cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor
      shall provide information to the Trustee concerning the value to each Class
      of
      Certificates of the right to receive Net WAC Cap Carry Forward Amounts from
      the
      Excess Reserve Fund Account. Thereafter, the Depositor shall provide to the
      Trustee promptly upon written request therefor any additional information or
      data that the Trustee may, from time to time, reasonably request to enable
      the
      Trustee to perform its duties under this Agreement. The Depositor hereby
      indemnifies the Trustee for any losses, liabilities, damages, claims or expenses
      of the Trustee arising from any errors or miscalculations of the Trustee that
      result from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Trustee on a timely basis.

     

    If
      any
      tax is imposed on “prohibited transactions” of any REMIC as defined in Section
      860F(a)(2) of the Code, on the “net income from foreclosure property” of any
      REMIC created under this Agreement as defined in Section 860G(c) of the Code,
      on
      any contribution to any REMIC created under this Agreement after the Startup
      Day
      pursuant to Section 860G(d) of the Code, or any other tax is imposed, including
      any minimum tax imposed on any REMIC created under this Agreement pursuant
      to
      Sections 23153 and 24874 of the California Revenue and Taxation Code, if not
      paid as otherwise provided for herein, the tax shall be paid by (i) the Trustee
      if such tax or any other tax arises out of or results from negligence of the
      Trustee in the performance of any of its obligations under this Agreement,
      (ii)
      the Servicer or the Seller, in the case of any such minimum tax, if such tax
      arises out of or results from a breach by the Servicer or Seller of any of
      their
      obligations under this Agreement, (iii) the Seller if such tax arises out of
      or
      results from the Seller’s obligation to repurchase a Mortgage Loan pursuant to
      Section 2.01, 2.02, 2.03 or 2.05, or (iv) in all other cases, or if the Trustee,
      the Servicer or the Seller fails to honor its obligations under the preceding
      clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise
      to
      be distributed to the Certificateholders, as provided in Section
      3.09(b).

     

    The
      Trustee shall treat the Excess Reserve Fund Account as an outside reserve fund
      within the meaning of Treasury Regulation Section 1.860G-2(h) that is
      beneficially owned by the holders of the Class C Certificates and that is not
      an
      asset of any REMIC created hereunder. The Trustee shall treat the rights of
      the
      Holders of the Class A Certificates to receive payments from the Excess Reserve
      Fund Account as rights in an interest rate cap contract written by the Holders
      of the Class C Certificates in respect of any Net
      WAC
      Cap Carry Forward Amounts,
      in
      favor of the Class A Certificateholders. Thus, the Class A Certificates shall
      be
      treated as representing ownership of not only a REMIC regular interest, but
      also
      ownership of an interest in an interest rate cap contract.

     

    
      	Section
              8.12  	
              Access
                to Records of
                Trustee.

            


    

     

    The
      Trustee shall afford the Seller, the Depositor, the Servicer, the Certificate
      Insurer, and each Certificateholder or Certificate Owner, upon reasonable notice
      during normal business hours, access to all records maintained by the Trustee
      in
      respect of its duties under this Agreement and access to officers of the Trustee
      responsible for performing its duties. Upon request, the Trustee shall furnish
      the Depositor, the Servicer, the Certificate Insurer and any requesting
      Certificateholder or Certificate Owner with its most recent financial
      statements. The Trustee shall cooperate fully with the Seller, the Servicer,
      the
      Depositor, the Certificate Insurer and the Certificateholder or Certificate
      Owner for review and copying any books, documents or records requested with
      respect to the Trustee’s duties under this Agreement. The Seller, the Depositor,
      the Servicer, the Certificate Insurer and the Certificateholder or Certificate
      Owner shall not have any responsibility or liability for any action for failure
      to act by the Trustee and are not obligated to supervise the performance of
      the
      Trustee under this Agreement or otherwise.

     

    
      	Section
              8.13  	
              Suits
                for Enforcement.

            


    

     

    If
      an
      Event of Default or other material default by the Servicer or the Depositor
      under this Agreement occurs and is continuing, at the direction of the
      Certificateholders comprising in the aggregate a Majority in Interest, the
      Trustee shall proceed to protect and enforce its rights and the rights of the
      Certificateholders under this Agreement by a suit, action or proceeding in
      equity or at law or otherwise, whether for the specific performance of any
      covenant or agreement contained in this Agreement or in aid of the execution
      of
      any power granted in this Agreement or for the enforcement of any other legal,
      equitable or other remedy, as the Trustee, being advised by counsel, and subject
      to the foregoing, shall deem most effectual to protect and enforce any of the
      rights of the Trustee and the Certificateholders.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      IX


     

    Termination

     

    
      	Section
              9.01  	
              Termination
                upon Liquidation or Purchase of the Mortgage
                Loans.

            


    

     

    Subject
      to Section 9.03, the obligations of the Depositor, the Servicer and the Trustee
      created hereby with respect to the
      Trust
      Fund shall terminate upon the earlier of (a) the purchase by the Servicer (or,
      if the Servicer fails to exercise such option and any portion of the Offered
      Certificates remains outstanding, the Certificate Insurer) of all Mortgage
      Loans
      (and related REO Properties) at the price equal to the sum of (i) 100%
      of
      the Stated Principal Balance of each Mortgage Loan (other than for REO Property)
      plus one month’s accrued interest thereon at the applicable Mortgage Rate less
      the Servicing Fee Rate; (ii) the lesser of (x) the appraised value of any
      related REO Property as determined by the higher of two appraisals completed
      by
      two independent appraisers selected by the Servicer at the expense of the
      Servicer and (y) the Stated Principal Balance of each Mortgage Loan related
      to
      any REO Property, in each case plus accrued and unpaid interest thereon at
      the
      applicable Expense Adjusted Net Mortgage Rate; (iii) any costs and damages
      incurred by the Trust Fund in connection with any violation by each Mortgage
      Loan of any predatory or abusive lending law; (iv) if the Servicer is exercising
      its Optional Termination, any Net WAC Cap Carry Forward Amounts and any amounts
      owed to the Certificate Insurer under the Policy and the Insurance Agreement,
      (v) if the Certificate Insurer is exercising its Optional Termination,
      unreimbursed out-of-pocket costs and expenses of the Servicer, including
      unreimbursed Servicing Advances and Advances made on the Mortgage Loans prior
      to
      the exercise of such right and (vi) accrued and unpaid Net Swap Payments and
      Swap Termination Payments (including as a result of such termination) then
      owing
      to the Swap Provider; and (b) the later of (i) the maturity or other liquidation
      (or any Advance with respect thereto) of the last Mortgage Loan remaining in
      the
      Trust Fund and the disposition of all REO Property; and (ii) the distribution
      to
      Certificateholders of all amounts required to be distributed to them pursuant
      to
      this Agreement. In no event shall the trusts created hereby continue beyond
      the
      earlier of the expiration of 21 years from the death of the survivor of the
      descendants of Joseph P. Kennedy, the late Ambassador of the United States
      to
      the Court of St. James’s, living on the date hereof or the Latest Possible
      Maturity Date (as defined in the Preliminary Statement). If the Servicer’s
      exercise of the Optional Termination would result in a draw on the Policy or
      any
      amounts will remain unpaid to the Certificate Insurer, the Servicer will be
      required to obtain the consent of the Certificate Insurer.

     

    The
      Servicer or the Certificate Insurer (in such capacity, the “Terminator”)
      on or
      after the Optional Termination Date may purchase all Mortgage Loans and REO
      Properties in the Trust Fund pursuant to clause (a) above. Upon termination
      of
      the Trust Fund, the Servicer shall succeed to all rights of the Trustee and
      Certificateholders with respect to the Trust Fund other than funds needed to
      make the final distribution, including any assets that were ever part of the
      Trust Fund. With such repurchase, the Terminator shall acquire any rights or
      potential rights of the Certificateholders or the Trustee to causes of action
      against any Person relating to the Mortgage Loans or the origination of the
      Mortgage Loans, including, without limitation, the right to enforce any breach
      of a representation or warranty made at any time with respect to the Mortgage
      Loans.

     

    In
      connection with any such Optional Termination: 

     

    (i)  The
      Terminator shall notify in writing (which may be done in electronic format)
      the
      Swap Provider, at least ten (10) days prior to the final Distribution Date,
      of
      the final Distribution Date on which the Terminator intends to terminate the
      Trust Fund;

     

    (ii)  No
      later
      than 4:00 pm (New York City time) four (4) Business Days prior to the final
      Distribution Date specified in the notices required pursuant to Sections 9.02,
      the Trustee shall request from the Swap Provider, the amount of the Estimated
      Swap Termination Payment. The Swap Provider shall, no later than 2:00 pm (New
      York City time) on the following Business Day, notify in writing (which may
      be
      done in electronic format) the Trustee of the amount of the Estimated Swap
      Termination Payment and the Trustee shall promptly on the same day notify the
      Terminator of the amount of the Estimated Swap Termination Payment;
      and

     

    (iii)  Two
      (2)
      Business Days prior to the final Distribution Date specified in the notices
      required pursuant to Sections 9.02, (x) the Terminator shall, no
      later
      than 1:00 pm (New
      York
      City time) on such day, deliver to the Trustee and the Trustee shall deposit
      funds in the Distribution Account in an amount equal to the sum of the
      Termination Price (clause (vi) of which shall be based on the Estimated Swap
      Termination Payment), and (y) if the Trustee shall have determined that the
      all
      of the requirements for Optional Termination have been met, including without
      limitation the deposit required pursuant to the immediately preceding clause
      (x)
      as well as the requirements specified in Section 9.02, then the Trustee shall,
      on the same Business Day, provide written notice to the Terminator and the
      Swap
      Provider confirming (a) its receipt of the Termination Price (which shall be
      based on the Estimated Swap Termination Payment), and (b) that all other
      requirements of the Optional Termination have been met (the “Optional
      Termination Notice”).
      Upon
      the delivery of the Optional Termination Notice by the Trustee pursuant to
      the
      preceding sentence, (i) the Optional Termination shall become irrevocable,
      (ii)
      the notice to Certificateholders of such Optional Termination provided pursuant
      to Section 9.02 shall become unrescindable, (iii) the Swap Provider shall
      determine the Swap Termination Payment in accordance with the Interest Rate
      Swap
      Agreement (which shall not exceed the Estimated Swap Termination Payment),
      and
      (iv) the Swap Provider shall provide to the Trustee written notice of the amount
      of the Swap Termination Payment not later than one (1) Business Day prior to
      the
      final Distribution Date specified in the notices required pursuant to Sections
      9.02.

     

    In
      connection with any Optional Termination, only an amount equal to the
      Termination Price based on the actual Swap Termination Payment shall be made
      available for distribution to the Certificateholders. Any Estimated Swap
      Termination Payment deposited into the Distribution Account by the Terminator
      shall be withdrawn by the Trustee from the Distribution Account on the related
      final Distribution Date and distributed as follows: (i) to the Supplemental
      Interest Trust for payment to the Swap Provider in accordance with Section
      4.02,
      an amount equal to the Swap Termination Amount calculated pursuant to the
      Interest Rate Swap Agreement, provided that in no event shall the amount
      distributed to the Swap Provider in respect of the Swap Termination Amount
      exceed the Estimated Swap Termination Payment, and (ii) to the Terminator an
      amount equal to the excess, if any, of the Estimated Swap Termination Payment
      over the actual Swap Termination Payment due. The Swap Termination Payment
      shall
      not be part of any REMIC and shall not be paid into any account which is part
      of
      any REMIC. 


    


    
      	Section
              9.02  	
              Final
                Distribution on the
                Certificates.

            


    

     

    If
      on any
      Determination Date, the Servicer determines that there are no Outstanding
      Mortgage Loans and no other funds or assets in the Trust Fund other than the
      funds in the Certificate Account, the Servicer shall direct the Trustee promptly
      to send a final distribution notice to each Certificateholder. If the Terminator
      elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01,
      at
      least ten (10) days before the date notice is to be mailed to the affected
      Certificateholders, the Terminator shall notify the Depositor and the Trustee
      of
      the date the Servicer or Certificate Insurer, as applicable, intends to
      terminate the Trust Fund and of the applicable repurchase price of the Mortgage
      Loans and REO Properties.

     

    Notice
      of
      any termination of the Trust Fund, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee by letter
      to Certificateholders mailed not earlier than the 10th
      day and
      not later than the 15th
      day of
      the month next preceding the month of such final distribution. Any such notice
      shall specify (a) the Distribution Date upon which final distribution on the
      Certificates will be made upon presentation and surrender of Certificates at
      the
      office therein designated, (b) the amount of such final distribution, (c) the
      location of the office or agency at which such presentation and surrender must
      be made and (d) that the Record Date otherwise applicable to the Distribution
      Date is not applicable, distributions being made only upon presentation and
      surrender of the Certificates at the office therein specified. The Servicer
      will
      give such notice to each Rating Agency and the Certificate Insurer at the time
      such notice is given to Certificateholders.

     

    If
      the
      notice is given, the Servicer shall cause all funds in the Certificate Account
      to be remitted to the Trustee for deposit in the Distribution Account on the
      Business Day before the applicable Distribution Date in an amount equal to
      the
      final distribution in respect of the Certificates. Upon such final deposit
      with
      respect to the Trust Fund and the receipt by the Trustee of a Request for
      Release therefor, the Trustee shall promptly release to the Terminator, the
      Mortgage Files for the Mortgage Loans.

     

    Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Certificateholders of each Class, in each case on the final
      Distribution Date and in the order stated in Section 4.02, in proportion to
      their respective Percentage Interests, with respect to Certificateholders of
      the
      same Class, an amount equal to (i) as to each Class of Regular Certificates
      (except the related Class C Certificate), its Certificate Balance plus, for
      each
      such Class, accrued interest thereon in the case of an interest-bearing
      Certificate and (ii) as to the related Residual Certificates, any amount
      remaining on deposit in the Distribution Account (other than the amounts
      retained to meet claims) after application pursuant to clause (i) above. By
      acceptance of the Residual Certificates, the Holders of the Residual
      Certificates agree, in connection with any termination hereunder, that their
      rights to receive any amounts pursuant to clause (ii) in the immediately
      preceding sentence hereby are assigned and transferred and, to the extent
      received in respect of such termination, to pay any such amounts to the Holders
      of the Class C Certificates.

     

    If
      any
      affected Certificateholder does not surrender its Certificates for cancellation
      within six (6) months after the date specified in the above mentioned written
      notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within six (6) months after
      the
      second notice all the applicable Certificates shall not have been surrendered
      for cancellation, the Trustee may take appropriate steps, or may appoint an
      agent to take appropriate steps, to contact the remaining Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within one year after the second notice all related Certificates shall not
      have
      been surrendered for cancellation, the Residual Certificateholders shall be
      entitled to all unclaimed funds and other assets of the Trust Fund that remain
      subject hereto.

     

    
      	Section
              9.03  	
              Additional
                Termination
                Requirements.

            


    

     

    If
      the
      Terminator exercises its purchase option with respect to the Mortgage Loans
      as
      provided in Section 9.01, the Trust Fund shall be terminated in accordance
      with
      the following additional requirements, unless the Trustee and the Certificate
      Insurer has been supplied with an Opinion of Counsel, at the expense of the
      Terminator to the effect that the failure to comply with the requirements of
      this Section 9.03 will not (i) result in the imposition of taxes on “prohibited
      transactions” on any REMIC created hereunder as defined in Section 860F of the
      Code or (ii) cause any REMIC created under this Agreement to fail to qualify
      as
      a REMIC at any time that any Certificates are outstanding.

     

    The
      Trustee shall sell all of the assets of the Trust Fund to the Terminator and,
      within ninety (90) days of the sale, shall distribute to the related
      Certificateholders and the Certificate Insurer the proceeds of the sale in
      complete liquidation of any REMIC created hereunder.

     

    The
      Trustee shall attach a statement to the final federal income tax return for
      each
      of any REMIC created hereunder stating that pursuant to Treasury Regulation
      Section 1.860F-1, the first day of the ninety (90) day liquidation period for
      each the REMIC was the date on which the Trustee sold the assets of the Trust
      Fund to the Terminator.

     

    
      	Section
              9.04  	
              Termination
                of the Supplemental Interest
                Trust.

            


    

     

    The
      obligations of the Depositor, the Trustee and the Supplemental Interest Trust
      Trustee created hereby with respect to the Supplemental Interest Trust shall
      terminate upon the earlier of (a) the termination of the Interest Rate Swap
      Agreement pursuant to the terms of the Interest Rate Swap Agreement or (b)
      the
      termination of this Agreement pursuant to Section 9.01.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    ARTICLE
      X

     

    Miscellaneous
      Provisions

     

    
      	Section
              10.01  	
              Amendment.

            


    

     

    (a) This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      and
      the Trustee with the consent of the Certificate Insurer and without the consent
      of any of the Certificateholders:

     

    (i)  to
      cure
      any ambiguity or mistake,

     

    (ii)  to
      correct any defective provision herein or to supplement any provision herein
      that may be inconsistent with any other provision herein,

     

    (iii)  to
      conform this Agreement to the Prospectus Supplement,

     

    (iv)  to
      add to
      the duties of the Depositor, the Seller, or the Servicer,

     

    (v)  to
      modify, alter, amend, add to or rescind any of the terms or provisions contained
      in this Agreement to comply with any rules or regulations promulgated by the
      Securities and Exchange Commission from time to time,

     

    (vi)  to
      add
      any other provisions with respect to matters or questions arising hereunder,
      or

     

    (vii)  to
      modify, alter, amend, add to, or rescind any of the provisions of this
      Agreement.

     

    No
      action
      pursuant to clauses (iv), (vi) or (vii) above may, as evidenced by an Opinion
      of
      Counsel (addressed to the Trustee and the Certificate Insurer and which Opinion
      of Counsel shall not be an expense of the Trustee, the Certificate Insurer
      or
      the Trust Fund), adversely affect in any material respect the interests of
      any
      Certificateholder. The amendment shall not be deemed to adversely affect in
      any
      material respect the interests of the Certificateholders if the Person
      requesting the amendment obtains a letter from each Rating Agency stating that
      the amendment would not result in the downgrading or withdrawal of the
      respective ratings then assigned to the Certificates (without regard to the
      Policy). Any such letter in and of itself will not represent a determination
      as
      to the materiality of any amendment and will represent a determination only
      as
      to the credit issues affecting any rating. Each party to this Agreement agrees
      that it will cooperate with each other party in amending this Agreement pursuant
      to clause (v) above.

     

    (b) The
      Trustee, the Depositor and the Servicer also may, at any time and from time
      to
      time, amend this Agreement with the consent of the Certificate Insurer and
      without the consent of the Certificateholders, in order to modify, eliminate
      or
      add to any of the provisions of this Agreement to the extent necessary or
      helpful to (i) maintain the qualification of any REMIC created under this
      Agreement under the Code; (ii) avoid or minimize the risk of the imposition
      of
      any tax on any REMIC created under this Agreement pursuant to the Code that
      would be a claim at any time before the final redemption of the Certificates;
      or
      (iii) comply with any other requirements of the Code; if the Trustee has been
      provided an Opinion of Counsel, addressed to the Trustee and the Certificate
      Insurer and which opinion shall be an expense of the party requesting such
      opinion but in any case shall not be an expense of the Trustee, the Certificate
      Insurer or the Trust Fund, to the effect that the action is necessary or helpful
      for one of those purposes.

     

    (c)  This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      and the Trustee with the consent of the Certificate Insurer (unless a
      Certificate Insurer Default has occurred, at which time the Certificate
      Insurer’s consent is not necessary) and the Holders of Certificates evidencing
      Percentage Interests aggregating not less than 662/3%
      of each
      Class of Certificates affected thereby for the purpose of adding any provisions
      to or changing in any manner or eliminating any of the provisions of this
      Agreement or of modifying in any manner the rights of the Holders of
      Certificates. No amendment shall:

     

    (ci)  reduce
      in
      any manner the amount of, or delay the timing of, payments required to be
      distributed on any Certificate without the consent of the Holder of the
      Certificate;

     

    (cii)  adversely
      affect in any material respect the interests of the Holders of any Class of
      Certificates in a manner other than as described in (i), without the consent
      of
      the Holders of Certificates of the Class evidencing, as to the Class, Percentage
      Interests aggregating not less than 662/3%;

     

    (ciii)  amend,
      modify, add to, rescind, or alter in any respect Section 10.13, notwithstanding
      any contrary provision of this Agreement, without the consent of the Holders
      of
      Certificates evidencing Percentage Interests aggregating not less than
      662/3%,
      and
      for this purpose no Certificates held by the Seller, the Depositor, or any
      Affiliate of either of them shall be eligible to vote or be considered
      Outstanding; or

     

    (civ)  reduce
      the aforesaid percentages of Certificates the Holders of which are required
      to
      consent to any such amendment, without the consent of the Holders of all such
      Certificates then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement regarding Voting Rights, no amendment
      which affects one or more Classes held by the Depositor, the Servicer, the
      Seller or any Affiliates as described in this Section 10.01(c) shall be
      effective without the consent of the Depositor, the Servicer, the Seller or
      any
      of their Affiliates, as applicable, to such amendments.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless (i) it shall have first received an Opinion
      of Counsel (also addressed to the Certificate Insurer), which opinion shall
      not
      be an expense of the Trustee, the Certificate Insurer or the Trust Fund, to
      the
      effect that the amendment will not cause the imposition of any tax on any REMIC
      or the Certificateholders or cause any REMIC to fail to qualify as a REMIC
      at
      any time that any Certificates are outstanding and (ii) because the Trust Fund
      is required to be a Qualifying Special Purpose Entity (as that term is defined
      in Statement of Financial Accounting Standards No. 140 (“SFAS
      140”)),
      in
      order for the Seller to continue to account for the transfer of the Mortgage
      Loans under this Agreement as a sale under SFAS 140, prior to the parties hereto
      entering into such an amendment, the Trustee shall receive an Officer’s
      Certificate, which shall not be an expense of the Trustee or the Trust Fund,
      to
      the effect that such amendment would not “significantly change” (within the
      meaning of SFAS 140) the permitted activities of the Trust Fund so as to cause
      the Trust Fund to fail to qualify as a Qualifying Special Purpose
      Entity.

     

    Notwithstanding
      any of the other provisions of this Section 10.01, none of the Depositor, the
      Servicer, the Supplemental Interest Trust Trustee or the Trustee shall enter
      into any amendment to this Agreement that could reasonably be expected to
      have a material adverse effect on the interests of the Swap
      Provider hereunder (excluding, for the avoidance of doubt, any amendment to
      the Pooling and Servicing Agreement that is entered into solely for the purpose
      of appointing a successor servicer, master servicer, securities administrator,
      trustee or other service provider), without the prior written consent of the
      Swap Provider, which consent shall not be unreasonably withheld, conditioned
      or
      delayed.

     

    Notwithstanding
      any of the other provisions of this Section 10.01, none of the Depositor, the
      Servicer or the Trustee shall enter into any amendment which alters or modifies
      Section 4.10 of this Agreement (including the defined terms incorporated
      therein) or which would otherwise have an adverse impact on the rights of
      the Pool Insurer under Section 4.10 or otherwise on the Deferred Premium or
      the Pool Policy without the prior written consent of the Pool
      Insurer.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance or a copy of the amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 10.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if the consent approves its substance. The manner of obtaining
      consents and of evidencing the authorization of their execution by
      Certificateholders shall be subject to such reasonable regulations as the
      Trustee may prescribe.

     

    Nothing
      in this Agreement shall require the Trustee to enter into an amendment without
      receiving an Opinion of Counsel (which Opinion shall be addressed to the
      Certificate Insurer and shall not be an expense of the Trustee, the Certificate
      Insurer or the Trust Fund), satisfactory to the Trustee and the Certificate
      Insurer that (i) the amendment is permitted by this Agreement and all conditions
      precedent to the amendment have been satisfied; and (ii) either (A) the
      amendment does not adversely affect in any material respect the interests of
      any
      Certificateholder or (B) the conclusion in the preceding clause (A) is not
      required to be reached pursuant to this Section 10.01.

     

    
      	Section
              10.02  	
              Recordation
                of Agreement;
                Counterparts.

            


    

     

    This
      Agreement is subject to recordation in all appropriate public offices for real
      property records in all the counties or other comparable jurisdictions in which
      any or all of the properties subject to the Mortgages are situated, and in
      any
      other appropriate public recording office or elsewhere, the recordation to
      be
      effected by the Servicer at its expense, but only upon receipt of an Opinion
      of
      Counsel to the effect that the recordation materially and beneficially affects
      the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be an original, and all of
      which shall constitute but one instrument.

     

    
      	Section
              10.03  	
              Governing
                Law.

            


    

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    
      	Section
              10.04  	
              Intention
                of Parties.

            


    

     

    It
      is the
      express intent of the parties hereto that the conveyance (i) of the Mortgage
      Loans by the Seller to the Depositor and (ii) of the Trust Fund by the Depositor
      to the Trustee each be, and be construed as, an absolute sale thereof. It is,
      further, not the intention of the parties that such conveyances be deemed a
      pledge thereof. However, if, notwithstanding the intent of the parties, the
      assets are held to be the property of the Seller or Depositor, as the case
      may
      be, or if for any other reason this Agreement is held or deemed to create a
      security interest in either such assets, then (i) this Agreement shall be deemed
      to be a security agreement within the meaning of the Uniform Commercial Code
      of
      the State of New York and (ii) the conveyances provided for in this Agreement
      shall be deemed to be an assignment and a grant (i) by the Seller to the
      Depositor or (ii) by the Depositor to the Trustee, for the benefit of the
      Certificateholders, of a security interest in all of the assets transferred,
      whether now owned or hereafter acquired.

     

    The
      Seller and the Depositor for the benefit of the Certificateholders and the
      Certificate Insurer shall, to the extent consistent with this Agreement, take
      such actions as may be necessary to ensure that, if this Agreement were deemed
      to create a security interest in the Trust Fund, such security interest would
      be
      deemed to be a perfected security interest of first priority under applicable
      law and will be maintained as such throughout the term of the Agreement. The
      Depositor shall arrange for filing any Uniform Commercial Code continuation
      statements in connection with any security interest granted or assigned to
      the
      Trustee for the benefit of the Certificateholders.

     

    
      	Section
              10.05  	
              Notices.

            


    

     

    (a)  The
      Trustee shall promptly notify each Rating Agency and the Certificate Insurer
      of
      each of the following of which it has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Event of Default that has not been cured;

     

    3. The
      resignation or termination of the Servicer or the Trustee and the appointment
      of
      any successor;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to Section
      2.03;

     

    5. The
      final
      payment to Certificateholders; and

     

    6.
       Any
      failure by the Pool Insurer to perform its obligations under the Policy in
      accordance with the terms thereof.

     

    In
      addition, the Trustee shall promptly furnish to each Rating Agency and the
      Certificate Insurer copies of the following:

     

    1. Each
      report to Certificateholders described in Section 4.03;

     

    2. Each
      annual statement as to compliance described in Section 3.17 and assessment
      of
      compliance and attestation report described in Section 3.18;

     

    3. Each
      annual independent public accountants’ servicing report described in Section
      3.18; and

     

    4. Any
      notice of a purchase of a Mortgage Loan pursuant to Section 2.01, 2.02, 2.03,
      2.05 or 3.12.

     

    In
      addition, the Trustee shall notify the Swap Provider of any termination of
      the
      Trust pursuant to Section 9.01.

     

    (b)  All
      directions, demands and notices hereunder shall be in writing and be duly given
      when delivered to

     

    (i)  in
      the
      case of the Depositor, IndyMac ABS, Inc., 155 North Lake Avenue, Pasadena,
      California 91101, Attention: Capital Markets, or such other address as may
      be
      hereafter furnished to the Servicer and the Trustee by the
      Depositor;

     

    (ii)  in
      the
      case of the Servicer, IndyMac Bank, F.S.B., 888
      East
      Walnut Street, Pasadena, California 91101-7211,
      Attention: Servicing, or such other address as may be hereafter furnished to
      the
      Depositor and the Trustee by the Servicer;

     

    (iii)  in
      the
      case of the Trustee or the Supplemental Interest Trust Trustee, to the Corporate
      Trust Office, Deutsche Bank National Trust Company, 1761 East St. Andrew Place,
      Santa Ana, California 92705-4934, Attention: Trust Administration IN07G1, Series
      INDS 2007-1, or such other address as the Trustee may hereafter furnish to
      the
      Depositor and Servicer; 

     

    (iv)  in
      the
      case of the Certificate Insurer, MBIA Insurance Corporation, 113 King Street,
      Armonk, New York 10504, Attention: Insured Portfolio Management—Structured
      Finance (IndyMac 2007-1) or such other address as the Certificate Insurer may
      hereafter furnish to the Depositor and the Trustee;

     

    (v)  in
      the
      case of each of the Rating Agencies, the address specified therefor in the
      definition corresponding to the name of such Rating Agency;

     

    (vi)  in
      the
      case of the Swap Provider, Bear Stearns Financial Products, Inc., 383 Madison
      Avenue, 36th
      Floor,
      New York, New York 10179, Attention: DPC Manager, or such other address as
      the
      Swap Provider may hereafter furnish to the Depositor and the Trustee;
      and

     

    (vii) in
      the
      case of the Pool Insurer, Radian Insurance Inc., 1601 Market Street,
      Philadelphia, PA 19103.

    


    Notices
      to Certificateholders shall be deemed given when mailed, first class postage
      prepaid, to their respective addresses appearing in the Certificate
      Register.

     

    
      	Section
              10.06  	
              Severability
                of Provisions.

            


    

     

    If
      any
      one or more of the provisions of this Agreement shall be for any reason
      whatsoever held invalid, then those provisions shall be deemed severable from
      the remaining provisions of this Agreement and shall in no way affect the
      validity or enforceability of the other provisions of this Agreement or of
      the
      Certificates or the rights of the Holders thereof.

     

    
      	Section
              10.07  	
              Assignment.

            


    

     

    Notwithstanding
      anything to the contrary contained herein, except as provided in Section 6.02,
      this Agreement may not be assigned by the Servicer without the prior written
      consent of the Trustee, the Certificate Insurer and Depositor.

     

    
      	Section
              10.08  	
              Limitation
                on Rights of
                Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust, nor entitle such Certificateholder’s legal
      representative or heirs to claim an accounting or to take any action or commence
      any proceeding in any court for a petition or winding up of the Trust, or
      otherwise affect the rights and obligations of the parties hereto or any of
      them.

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      or
      the obligations of the parties hereto, nor shall anything in this Agreement
      or
      the Certificates be construed so as to constitute the Certificateholders from
      time to time as partners or members of an association; nor shall any
      Certificateholder be liable to any third party because of any action taken
      by
      the parties to this Agreement pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as herein provided, and unless the
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      evidenced by the Certificates shall also have made written request to the
      Trustee to institute such action, suit, or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the costs, expenses and liabilities to be incurred therein
      or thereby, and the Trustee, for sixty (60) days after its receipt of such
      notice, request, and offer of indemnity shall have neglected or refused to
      institute any such action, suit, or proceeding and the Certificate Insurer
      (so
      long as no Certificate Insurer Default exists) has given its prior written
      consent. Each Certificateholder expressly covenants with every other
      Certificateholder and the Trustee that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders. For
      the
      protection and enforcement of this Section 10.08, each Certificateholder and
      the
      Trustee shall be entitled to any relief that can be given either at law or
      in
      equity.

     

    
      	Section
              10.09  	
              Inspection
                and Audit Rights.

            


    

     

    The
      Servicer agrees that on reasonable prior notice, it will permit any
      representative of the Depositor, the Certificate Insurer or the Trustee during
      such Person’s normal business hours, to examine all the books of account,
      records, reports and other papers of such Person relating to the Mortgage Loans,
      to make copies and extracts therefrom, to cause such books to be audited by
      independent certified public accountants selected by the Depositor or the
      Trustee and to discuss its affairs, finances and accounts relating to the
      Mortgage Loans with its officers, employees and independent public accountants
      (and by this provision the Servicer hereby authorizes said accountants to
      discuss with such representative such affairs, finances and accounts), all
      at
      such reasonable times and as often as may be reasonably requested. Any
      out-of-pocket expense incident to the exercise by the Depositor or the Trustee
      of any right under this Section 10.09 shall be borne by the
      Servicer.

     

    
      	Section
              10.10  	
              Certificates
                Nonassessable and Fully
                Paid.

            


    

     

    It
      is the
      intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    
      	Section
              10.11  	
              Official
                Record.

            


    

     

    The
      Seller agrees that this Agreement is and shall remain at all times before the
      time at which this Agreement terminates an official record of the Seller as
      referred to in Section 13(e) of the Federal Deposit Insurance Act.

     

    
      	Section
              10.12  	
              Protection
                of Assets.

            


    

     

    (a)  Except
      for transactions and activities entered into in connection with the
      securitization that is the subject of this Agreement, the Trust is not
      authorized and has no power to: 

     

    (1)
        borrow
      money or issue debt; 

     

    (2)
        merge
      with another entity, reorganize, liquidate or sell assets; or

     

    (3)
        engage
      in
      any business or activities. 

     

    (b)  Each
      party to this Agreement agrees that it will not file an involuntary bankruptcy
      petition against the Trustee or the Trust Fund or initiate any other form of
      insolvency proceeding until after the Certificates have been paid in full.
      `

     

    
      	Section
              10.13  	
              Qualifying
                Special Purpose
                Entity.

            


    

     

    Notwithstanding
      any contrary provision of this Agreement the Trust Fund shall not engage in
      any
      activity or knowingly hold any property that would disqualify the Trust Fund
      from being a qualifying special purpose entity under generally accepted
      accounting principles.

     

    
      	Section
              10.14  	
              Rights
                of the Certificate
                Insurer.

            


    

     

    (a)  The
      Certificate Insurer is an express third-party beneficiary of this
      Agreement.

     

    (b)  The
      Trustee or the Depositor, as applicable, shall provide to the Certificate
      Insurer copies of any report, notice, Opinion of Counsel, Officers’ Certificate,
      request for consent or request for amendment to any document related hereto
      promptly upon the Trustee’s or the Depositor’s production or receipt thereof,
      but only to the extent that such item is required to be delivered to the
      Certificate Insurer hereunder.

     

    (c)  Unless
      a
      Certificate Insurer Default exists, the Trustee, the Seller, the Servicer and
      the Depositor shall not agree to any amendment to this Agreement without first
      having obtained the prior written consent of the Certificate
      Insurer.

     

    (d)  So
      long
      as there does not exist a failure by the Certificate Insurer to make a required
      payment under the Policy, the Certificate Insurer shall have the right to
      exercise all rights of the Holders of the Offered Certificates under this
      Agreement without any consent of such Holders, and such Holders may exercise
      such rights only with the prior written consent of the Certificate Insurer,
      except as provided herein.

     

    (e)  The
      Certificate Insurer shall not be entitled to exercise any of its rights
      hereunder so long as there exists a failure by the Certificate Insurer to make
      a
      required payment under the Policy, except that the Certificate Insurer shall
      be
      entitled to its right to receive notices as set forth in Section 10.05 in the
      event that there exists a failure by the Certificate Insurer to make a required
      payment under the Policy.

     

    (f)  The
      Trustee and the Servicer shall notify the Certificate Insurer of any notice
      of
      change of address received from the Pool Insurer.

     

    (g)  The
      Trustee and the Servicer shall not consent to any termination, modification,
      or
      reduction of the Pool Policy without the prior written consent of the
      Certificate Insurer.

     

    (h)  Any
      replacement Pool Insurer is subject to the prior written consent of the
      Certificate Insurer and any replacement Pool Policy must be in form and
      substance acceptable to the Certificate Insurer.

     

    
      	Section
              10.15  	
              Rights
                and Duties of the Swap
                Provider.

            


    

     

    The
      Swap
      Provider shall be an express third-party beneficiary of this Agreement
      to the same extent as if it were a party hereto and shall have the right to
      enforce its rights under this Agreement.

     

    Prior
      to
      any termination of the Interest Rate Swap Agreement by the Swap Provider as
      a
      result of the occurrence of the “Failure to Pay or Deliver” Event of Default (as
      defined in the Interest Rate Swap Agreement) relating to the Supplemental
      Interest Trust Trustee’s failure to pay the Fixed Amounts (as defined in the
      Interest Rate Swap Agreement) in accordance with Section 2 thereof, the Trustee
      shall provide the Certificate Insurer written notice of the Supplemental
      Interest Trust Trustee’s failure to pay such amounts. Upon receipt of such
      notice, the Certificate Insurer shall have the right, but not the obligation,
      to
      cure any such Event of Default within two Business Days after receipt of such
      notice.

     

    
      	Section
              10.16  	
              Rights
                and Duties of the Pool
                Insurer.

            


    

     

    (a)  The
      Pool
      Insurer is an express third-party beneficiary of this Agreement.

     

    (b)  The
      Pool
      Insurer shall be entitled to exercise any of its rights hereunder only for
      so
      long as the Pool Policy is outstanding. 

     

    


     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    In
      Witness Whereof, the Depositor, the Trustee, and the Seller and Servicer have
      caused their names to be signed hereto by their respective officers thereunto
      duly authorized as of the day and year first above written.

     

    
      	 	 	 	 	 	 	 	
              INDYMAC
                ABS, INC.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Jill Jacobson

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jill
                Jacobson

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee and Supplemental Interest Trust Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Jennifer Hermansader

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jennifer
                Hermansader

            
	 	 	 	 	 	 	 	
              Title:

            	
              Associate

            


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Barbara Campbell

            
	 	 	 	 	 	 	 	
              Name:

            	
              Barbara
                Campbell

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


     

    
      	 	 	 	 	 	 	 	
              INDYMAC
                BANK, F.S.B.,

              as
                Seller and Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
              /s/
                Jill Jacobson

            
	 	 	 	 	 	 	 	
              Name:

            	
              Jill
                Jacobson

            
	 	 	 	 	 	 	 	
              Title:

            	
              Vice
                President

            


    

    


     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	STATE
                OF _________________	)	 
	 	) 	ss.: 
	COUNTY
                OF _______________	) 	 


      

    

     

    On
      the
      ___th day of February, 2007 before me, a notary public in and for said State,
      personally appeared _______________ known to me to be a ______________ of
      IndyMac ABS Inc., a Delaware corporation that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said
      corporation, and acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

                                                                                                                              
      ___________________________________

                                                                                                                       
      Notary Public

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	STATE
              OF _________________	)	 
	 	) 	ss.: 
	COUNTY
              OF _______________	) 	 


    

    
 

    On
      the
      ___th day of February, 2007 before me, a notary public in and for said State,
      personally appeared _______________ known to me to be a _______________ of
      IndyMac Bank, F.S.B. that executed the within instrument, and also known to
      me
      to be the person who executed it on behalf of said corporation, and acknowledged
      to me that such corporation executed the within instrument.

     

    
      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

                                                                                                                                
        ___________________________________

                                                                                                                         
        Notary Public

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	STATE
                OF NEW YORK	)	 
	 	) 	ss.: 
	COUNTY
                OF NEW YORK	) 	 


      

    

    
      
         

      

    

    On
      the
      ___th day of February, 2007 before me, a notary public in and for said State,
      personally appeared ____________________, known to me to be an
      ____________________of Deutsche Bank National Trust Company, a national banking
      association that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said association, and acknowledged to me
      that such corporation executed the within instrument.

     

    
      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

                                                                                                                                
        ___________________________________

                                                                                                                         
        Notary Public

       

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Schedule
      I

     

    Mortgage
      Loan Schedule

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Schedule
      II

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

    Series
      INDS 2007-1

     

    Representations
      and Warranties of the Seller/Servicer

     

    


    Indy
      Mac
      Bank, F.S.B. (“IndyMac”)
      hereby
      makes the representations and warranties in this Schedule II to the Depositor,
      the Trustee and the Certificate Insurer as of the Closing Date. Capitalized
      terms used but not otherwise defined in this Schedule II shall have the meanings
      ascribed thereto in the Pooling and Servicing Agreement (the “Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series, among IndyMac, as Seller and Servicer,
      IndyMac ABS, Inc., as Depositor, and Deutsche Bank National Trust Company,
      as
      Trustee and Supplemental Interest Trust Trustee.

     

    (a)  IndyMac
      is duly organized as a federally insured savings bank and is validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any business contemplated by the Pooling
      and Servicing Agreement to be conducted by IndyMac in any state in which a
      Mortgaged Property is located or is otherwise not required under applicable
      law
      to effect such qualification and, in any event, is in compliance with the doing
      business laws of any such state, to the extent necessary to ensure its ability
      to enforce each Mortgage Loan, to service the Mortgage Loans in accordance
      with
      the Pooling and Servicing Agreement and to perform any of its other obligations
      under the Pooling and Servicing Agreement.

     

    (b)  IndyMac
      has the full corporate power and authority to sell and service each Mortgage
      Loan, and to execute, deliver and perform, and to enter into and consummate
      the
      transactions contemplated by the Pooling and Servicing Agreement and has duly
      authorized by all necessary corporate action on the part of IndyMac the
      execution, delivery and performance of the Pooling and Servicing Agreement;
      and
      each of the Pooling and Servicing Agreement, assuming the due authorization,
      execution and delivery thereof by the other parties thereto, constitutes a
      legal, valid and binding obligation of IndyMac, enforceable against IndyMac
      in
      accordance with its terms, except that (a) the enforceability thereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other similar
      laws relating to creditors’ rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought.

     

    (c)  The
      execution and delivery of the Pooling and Servicing Agreement by IndyMac, the
      sale and servicing of the Mortgage Loans by IndyMac under the Pooling and
      Servicing Agreement, the consummation of any other of the transactions
      contemplated by the Pooling and Servicing Agreement, and the fulfillment of
      or
      compliance with the terms of the Pooling and Servicing Agreement are in the
      ordinary course of business of IndyMac and will not (A) result in a material
      breach of any term or provision of the charter or by-laws of IndyMac, (B)
      materially conflict with, result in a material breach, violation or acceleration
      of, or result in a material default under, any other material agreement or
      instrument to which IndyMac is a party or by which it may be bound, or (C)
      constitute a material violation of any statute, order or regulation applicable
      to IndyMac of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over IndyMac (including the OTS, the FDIC or any other
      governmental entity having regulatory authority over IndyMac); and IndyMac
      is
      not in breach or violation of any material indenture or other material agreement
      or instrument, or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it (including the OTS, the FDIC or any other governmental entity having
      regulatory authority over IndyMac) which breach or violation may materially
      impair IndyMac’s ability to perform or meet any of its obligations under the
      Pooling and Servicing Agreement.

     

    (d)  IndyMac
      is an approved servicer of conventional mortgage loans for FNMA or FHLMC or
      is a
      mortgagee approved by the Secretary of Housing and Urban Development pursuant
      to
      Sections 203 and 211 of the National Housing Act.

     

    (e)  No
      litigation is pending or, to the best of IndyMac’s knowledge, threatened against
      IndyMac that would prohibit the execution or delivery of, or performance under,
      the Pooling and Servicing Agreement by IndyMac.

     

    (f)  IndyMac
      is a member of MERS in good standing, and will comply in all material respects
      with the rules and procedures of MERS in connection with the servicing of the
      MERS Mortgage Loans for as long as such Mortgage Loans are registered with
      MERS.

     

    (g)  The
      beneficial owner of the payments made under the Interest Rate Swap Agreement
      is
      either (i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii)
      of United States Treasury Regulations) for United States federal income tax
      purposes and an “Exempt recipient” within the meaning of section
      1.6049-4(c)(1)(ii) of United States Treasury Regulations, or (ii) a “non-U.S.
      branch of a foreign person” as that term is used in section 1.1441-4(a)(3)(ii)
      of the United States Treasury Regulations (the “Regulations”) for United States
      federal income tax purposes, and it is a “foreign person” as that term is used
      in section 1.6041-4(a)(4) of the Regulations for United States federal income
      tax purposes. IndyMac Bank, F.S.B. understands that both the Trust and the
      Trustee are relying on this information in connection with the execution of
      the
      Interest Rate Swap Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Schedule
      III

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

    Series
      INDS 2007-1

     

    Representations
      and Warranties as to the Mortgage Loans

     

    


    IndyMac
      Bank, F.S.B. (“IndyMac”)
      hereby
      makes the representations and warranties in this Schedule III to the Depositor,
      the Trustee and the Certificate Insurer, as of the Closing Date, or if so
      specified herein, as of the applicable Cut-off Date or date of origination
      of
      the Mortgage Loan (as applicable). Capitalized terms used but not otherwise
      defined in this Schedule III shall have the meanings ascribed thereto in the
      Pooling and Servicing Agreement (the “Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series, among IndyMac, as Seller and Servicer,
      IndyMac ABS, Inc., as Depositor, and Deutsche Bank National Trust Company,
      as
      Trustee and Supplemental Interest Trust Trustee.

     

    (a)  The
      information on Schedule I to the Pooling and Servicing Agreement with respect
      to
      each Mortgage Loan is true and correct in all material respects as of the
      Closing Date.

     

    (b)  As
      of the
      Closing Date, all regularly scheduled monthly payments due with respect to
      each
      Mortgage Loan up to and including the Due Date before the applicable Cut-off
      Date have been made; and as of the applicable Cut-off Date, no Mortgage Loan
      had
      a regularly scheduled monthly payment that was 30 or more days Delinquent during
      the twelve months before the applicable Cut-off Date.

     

    (c)  With
      respect to any Mortgage Loan, each Mortgage is a valid and enforceable lien
      on
      the Mortgaged Property subject only to (a) the lien of nondelinquent current
      real property taxes and assessments and liens or interests arising under or
      as a
      result of any federal, state or local law, regulation or ordinance relating
      to
      hazardous wastes or hazardous substances and, if the related Mortgaged Property
      is a unit in a condominium project or planned unit development, any lien for
      common charges permitted by statute or homeowner association fees, (b)
      covenants, conditions and restrictions, rights of way, easements and other
      matters of public record as of the date of recording of such Mortgage, such
      exceptions appearing of record being generally acceptable to mortgage lending
      institutions in the area wherein the related Mortgaged Property is located
      or
      specifically reflected in the appraisal made in connection with the origination
      of the related Mortgage Loan, and (c) other matters to which like properties
      are
      commonly subject that do not materially interfere with the benefits of the
      security intended to be provided by such Mortgage.

     

    (d)  Immediately
      before the assignment of the Mortgage Loans to the Depositor, the Seller had
      good title to, and was the sole owner of, each Mortgage Loan free and clear
      of
      any pledge, lien, encumbrance or security interest and had full right and
      authority, subject to no interest or participation of, or agreement with, any
      other party, to sell and assign the same pursuant to the Pooling and Servicing
      Agreement.

     

    (e)  As
      of the
      date of origination of each Mortgage Loan, there was no delinquent tax or
      assessment lien against the related Mortgaged Property.

     

    (f)  There
      is
      no valid offset, defense or counterclaim to any Mortgage Note or Mortgage,
      including the obligation of the Mortgagor to pay the unpaid principal of or
      interest on such Mortgage Note.

     

    (g)  There
      are
      no mechanics’ liens or claims for work, labor or material affecting any
      Mortgaged Property that are or may be a lien before, or equal with, the lien
      of
      such Mortgage,
      except
      those that are insured against by the title insurance policy referred to in
      item
      (k) below.

     

    (h)  No
      Mortgaged Property has been materially damaged by water, fire, earthquake,
      windstorm, flood, tornado or similar casualty (excluding casualty from the
      presence of hazardous wastes or hazardous substances, as to which the Seller
      makes no representation) so as to affect adversely the value of the related
      Mortgaged Property as security for the Mortgage Loan.

     

    (i)  Each
      Mortgage Loan and prepayment penalty associated with the Mortgage Loan at
      origination complied in all material respects with applicable federal, state
      and
      local laws, including usury, equal credit opportunity, real estate settlement
      procedures, truth-in-lending, Home Ownership and Equity Protection Act of 1994,
      applicable predatory and abusive lending and disclosure laws, or any
      noncompliance does not have a material adverse effect on the value of the
      related Mortgage Loan.

     

    (j)  As
      of the
      Closing Date, the Seller has not modified the Mortgage in any material respect
      (except that a Mortgage Loan may have been modified by a written instrument
      that
      has been recorded or submitted for recordation, if necessary, to protect the
      interests of the Certificateholders and that has been delivered to the Trustee);
      satisfied, cancelled or subordinated such Mortgage in whole or in part; released
      the related Mortgaged Property in whole or in part from the lien of such
      Mortgage; or executed any instrument of release, cancellation, modification
      or
      satisfaction with respect thereto.

     

    (k)  A
      lender’s policy of title insurance together with a condominium endorsement and
      extended coverage endorsement, if applicable, in an amount at least equal to
      the
      Cut-off Date Principal Balance, of each Mortgage Loan or a commitment (binder)
      to issue the same was effective on the date of the origination of each Mortgage
      Loan, each such policy is valid and remains in full force and
      effect.

     

    (l)  Each
      Mortgage Loan was originated (within the meaning of Section 3(a)(41) of the
      Exchange Act) by an entity that satisfied at the time of origination the
      requirements of Section 3(a)(41) of the Exchange Act.

     

    (m)  To
      the
      best of the Seller’s knowledge, all of the improvements that were included for
      the purpose of determining the Appraised Value of the Mortgaged Property lie
      wholly within the boundaries and building restriction lines of such property,
      and no improvements on adjoining properties encroach upon the Mortgaged
      Property, unless such failure to be wholly within such boundaries and
      restriction lines or such encroachment, as the case may be, does not have a
      material effect on the value of the Mortgaged Property.

     

    (n)  To
      the
      best of the Seller’s knowledge, as of the date of origination of each Mortgage
      Loan, no improvement located on or being part of the Mortgaged Property is
      in
      violation of any applicable zoning law or regulation unless such violation
      would
      not have a material adverse effect on the value of the related Mortgaged
      Property. To the best of the Seller’s knowledge, all inspections, licenses and
      certificates required to be made or issued with respect to all occupied portions
      of the Mortgaged Property and, with respect to the use and occupancy of the
      same, including certificates of occupancy and fire underwriting certificates,
      have been made or obtained from the appropriate authorities, unless the lack
      thereof would not have a material adverse effect on the value of the Mortgaged
      Property.

     

    (o)  The
      Mortgage Note and the related Mortgage are genuine, and each is the legal,
      valid
      and binding obligation of the maker thereof, enforceable in accordance with
      its
      terms and under applicable law.

     

    (p)  The
      proceeds of the Mortgage Loan have been fully disbursed and there is no
      requirement for future advances thereunder.

     

    (q)  The
      related Mortgage contains customary and enforceable provisions that render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the Mortgaged Property of the benefits of the security, including, (i) in the
      case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
      otherwise by judicial foreclosure.

     

    (r)  With
      respect to each Mortgage constituting a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable by the Certificateholders to the trustee under the deed
      of trust, except in connection with a trustee’s sale after default by the
      Mortgagor.

     

    (s)  As
      of the
      applicable Cut-off Date, the improvements upon each Mortgaged Property are
      covered by a valid and existing hazard insurance policy with a generally
      acceptable carrier that provides for fire and extended coverage and coverage
      for
      such other hazards as are customarily required by institutional single family
      mortgage lenders in the area where the Mortgaged Property is located, and the
      Seller has received no notice that any premiums due and payable thereon have
      not
      been paid; the Mortgage obligates the Mortgagor thereunder to maintain all
      such
      insurance including flood insurance at the Mortgagor’s cost and expense.
      Anything to the contrary in this item (s) notwithstanding, no breach of this
      item (s) shall be deemed to give rise to any obligation of the Seller to
      repurchase or substitute for such affected Mortgage Loan or Loans so long as
      the
      Servicer maintains a blanket policy pursuant to the second paragraph of Section
      3.10(a) of the Pooling and Servicing Agreement.

     

    (t)  If
      at the
      time of origination of each Mortgage Loan, the related Mortgaged Property was
      in
      an area then identified in the Federal Register by the Federal Emergency
      Management Agency as having special flood hazards, a flood insurance policy
      in a
      form meeting the then-current requirements of the Flood Insurance Administration
      is in effect with respect to the Mortgaged Property with a generally acceptable
      carrier.

     

    (u)  To
      the
      best of the Seller’s knowledge, there is no proceeding pending or threatened for
      the total or partial condemnation of any Mortgaged Property, nor is such a
      proceeding currently occurring.

     

    (v)  To
      the
      best of the Seller’s knowledge, there is no material event that, with the
      passage of time or with notice and the expiration of any grace or cure period,
      would constitute a material non-monetary default, breach, violation or event
      of
      acceleration under the Mortgage or the related Mortgage Note; and the Seller
      has
      not waived any material non-monetary default, breach, violation or event of
      acceleration.

     

    (w)  Each
      Mortgage File contains an Appraisal Form 1004 of the related Mortgaged
      Property.

     

    (x)  Any
      leasehold estate securing a Mortgage Loan has a stated term at least as long
      as
      the term of the related Mortgage Loan.

     

    (y)  Each
      Mortgage Loan was selected from among the outstanding one- to four-family
      mortgage loans in the Seller’s mortgage portfolio at the Closing Date as to
      which the representations and warranties made with respect to the Mortgage
      Loans
      in this Schedule III can be made. No such selection was made in a manner
      intended to adversely affect the interests of the Certificateholders or the
      Certificate Insurer.

     

    (z)  None
      of
      the Mortgage Loans are cooperative loans.

     

    (aa)  [Reserved.]

     

    (bb)  [Reserved.]

     

    (cc)  No
      Mortgage Loan is a High Cost Loan or Covered Mortgage Loan, as applicable (as
      such terms are defined in the then-current version of Standard & Poor's
      LEVELS® Glossary) and no Mortgage Loan originated on or after Oct. 1, 2002
      through March 6, 2003 is governed by the Georgia Fair Lending Act.

     

    (dd)  No
      Mortgage Loan is a “High-Cost Home Loan” as defined in any of the following
      statutes: the Georgia Fair Lending Act, as amended (the “Georgia Act”), the New
      York Banking Law 6-1, the Arkansas Home Loan Protection Act effective July
      16,
      2003 (Act 1340 of 2003), the Kentucky high-cost home loan statute effective
      June
      24, 2003 (Ky. Rev. Stat. Section 360.100), the New Jersey Home Ownership Act
      effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.), or the New Mexico
      Home
      Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann §§ 58-21A-1 et
      seq.). No Mortgage Loan secured by owner occupied real property or an owner
      occupied manufactured home located in the state of Georgia was originated (or
      modified) on or after October 1, 2002 through and including March 6, 2003.
      No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.).

     

    (ee)  None
      of
      the Mortgage Loans is a “high cost” loan, “covered” loan or any other similarly
      designated loan as defined under any state, local or federal law, as defined
      by
      applicable predatory and abusive lending laws.

     

    (ff)  None
      of
      the Mortgage Loans that are secured by property located in the State of Illinois
      are in violation of the provisions of the Illinois Interest Act.

     

    (gg)  Each
      Mortgage Loan has been underwritten and serviced substantially in accordance
      with the Seller’s guidelines, subject to variances as are reflected on the
      Mortgage Loan Schedule or the Seller has approved.

     

    (hh)  No
      proceeds from any Mortgage Loan underlying the Certificates were used to finance
      single-premium credit insurance policies.

     

    (ii)  No
      Mortgage Loan is subject to the requirements of the Home Ownership and Equity
      Protection Act of 1994 and no mortgage loan is in violation of any comparable
      state law.

     

    (jj)  [Reserved]

     

    (kk)  The
      Servicer has fully furnished, in accordance with the Fair Credit Reporting
      Act
      and its implementing regulations, accurate and complete information (i.e.,
      favorable and unfavorable) on the credit files for the related Mortgagor for
      each Mortgage Loan to Equifax, Experian and Trans Union Credit Information
      Company on a monthly basis.

     

    (ll)  With
      respect to any mortgage loan underlying the Security that contains a provision
      permitting imposition of a premium upon a prepayment prior to maturity: (a)
      prior to the mortgage loan’s origination, the borrower agreed to such premium in
      exchange for a monetary benefit, including but not limited to a rate or fee
      reduction; (b) prior to the mortgage loan’s origination, the borrower was
      offered the option of obtaining a mortgage loan that did not require payment
      of
      such a premium; (c) the prepayment premium is adequately disclosed to the
      borrower pursuant to applicable state and federal law; (d) no subprime loan
      originated on or after October 1, 2002 underlying the Security will impose
      a
      prepayment premium for a term in excess of three years and any loans originated
      prior to such date, and any non-subprime loans, will not impose prepayment
      penalties in excess of five years; in each case unless the loan was modified
      to
      reduce the prepayment period to no more than three years from the date of the
      note and the borrower was notified in writing of such reduction in prepayment
      period; and (e) notwithstanding any state or federal law to the contrary, the
      servicer shall not impose such prepayment premium in any instance when the
      mortgage loan is accelerated or paid off in connection with the workout of
      a
      delinquent mortgage or due to the borrower’s default.

     

    (mm)  With
      respect to each mortgage loan originated on or after December 1, 2004 and
      underlying the Certificates, neither the related Mortgage nor the related
      Mortgage Note requires the Mortgagors to submit to arbitration to resolve any
      dispute arising out of or relating in any way to the related mortgage loan
      transaction.

     

    (nn)  With
      respect to each mortgage loan underlying the Security, no borrower obtained
      a
      prepaid single-premium credit-life, credit disability, credit unemployment
      or
      credit property insurance policy in connection with the origination of the
      mortgage loan.

     

    (oo)  With
      respect to each mortgage loan underlying the Security, the mortgage loan’s
      originator offered the borrower mortgage loan products offered by such mortgage
      loan’s originator, or any affiliate of such mortgage loan’s originator, for
      which the borrower qualified.

     

    (pp)  The
      methodology used in underwriting the extension of credit for each mortgage
      loan
      employs objective mathematical principles which relate the borrower’s income,
      assets and liabilities to the proposed payment and such underwriting methodology
      does not rely on the extent of the borrower’s equity in the collateral as the
      principal determining factor in approving such credit extension. Such
      underwriting methodology confirmed that at the time of origination
      (application/approval) the borrower had a reasonable ability to make timely
      payments on the mortgage loan.

     

    (qq)  No
      borrower under a mortgage loan was charged “points and fees” in an amount
      greater than (a) $1,000 or (b) 5% of the principal amount of such mortgage
      loan,
      whichever is greater. For purposes of this representation, “points and fees” (x)
      include origination, underwriting, broker and finder’s fees and charges that the
      lender imposed as a condition of making the mortgage loan, whether they are
      paid
      to the lender or a third party; and (y) exclude bona fide discount points,
      fees
      paid for actual services rendered in connection with the origination of the
      mortgage (such as attorneys’ fees, notaries fees and fees paid for property
      appraisals, credit reports, surveys, title examinations and extracts, flood
      and
      tax certifications, and home inspections); the cost of mortgage insurance or
      credit-risk price adjustments; the costs of title, hazard, and flood insurance
      policies; state and local transfer taxes or fees; escrow deposits for the future
      payment of taxes and insurance premiums; and other miscellaneous fees and
      charges that, in total, do not exceed 0.25 percent of the loan
      amount.

     

    (rr)  All
      points, fees and charges (including finance charges), and whether or not
      financed, assessed, collected or to be collected in connection with the
      origination and servicing of each mortgage loan, have been disclosed in writing
      to the borrower in accordance with applicable state and federal law and
      regulation.

     

    (ss)  To
      the
      best of the Seller’s knowledge, there was no fraud in the origination of any
      Mortgage Loan by the mortgagee or by the Mortgagor, any appraiser or any other
      party involved in the origination of the Mortgage Loan.

     

    (tt)  All
      of
      the Covered Mortgage Loans have all of the Loan File Documents (as defined
      in
      the Pool Policy).

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      A

    


    FORM
      OF
      CLASS A CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE SHALL BE
      DEEMED TO HAVE BEEN MADE THE REPRESENTATIONS IN SECTION 5.02(b) OF THE POOLING
      AND SERVICING AGREEMENT.

     

    


    
      	
              Certificate
                No.

            	
              :

            	
              [
                ___]

            
	 	 	 
	
              Cut-off
                Date

            	
              :

            	
              February
                1, 2007

            
	 	 	 
	
              First
                Distribution Date 

            	
              :

            	
              March
                26, 2007

            
	 	 	 
	
              Initial
                Certificate Balance of this Certificate (“Denomination”)

            	
              :

            	
              $[__]

            
	 	 	 
	
              Initial
                Certificate Balances of all Certificates of this Class

            	
              :

            	
              $[__]

            
	 	 	 
	
              CUSIP

            	
              :

            	
              [_______]

            
	 	 	 


    

    


    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series
      INDS 2007-1

     

    Class
      [
      __ ]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

    


    Principal
      in respect of this Certificate is distributable monthly as stated herein.
      Accordingly, the Certificate Balance at any time may be less than the
      Certificate Balance as set forth herein. This Certificate does not evidence
      an
      obligation of, or an interest in, and is not guaranteed by the Depositor, the
      Seller, the Servicer or the Trustee referred to below or any of their respective
      affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed
      or
      insured by any governmental agency or instrumentality.

     

    This
      certifies that [___________] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the aggregate of the Denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among IndyMac ABS, Inc., as depositor (the
“Depositor”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”), and Deutsche Bank National
      Trust Company, as trustee (the “Trustee”) and as supplemental interest trust
      trustee. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each transferee that is
      a
      Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly
      or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to
      acquire this Certificate shall be deemed to have made the representations in
      Section 5.02(b) of the Agreement.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      February ___, 2007

    


    
      	 	 	 	 	 	 	
               

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
               

              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
               

              By:

            	 	 
	 	
               

              Authorized
                Signatory of

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B

     

     

    FORM
      OF
      CLASS A-IO CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, EACH TRANSFEREE SHALL BE
      DEEMED TO HAVE BEEN MADE THE REPRESENTATIONS IN SECTION 5.02(b) OF THE POOLING
      AND SERVICING AGREEMENT.

     

    THIS
      CERTIFICATE IS ENTITLED TO PAYMENTS OF INTEREST ONLY AS DESCRIBED IN THE POOLING
      AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    
      
        	
                Certificate
                  No.

              	
                :

              	
                [ 
]

              
	 	 	 
	
                Cut-off
                  Date

              	
                :

              	
                February
                  1, 2007

              
	 	 	 
	
                First
                  Distribution Date 

              	
                :

              	
                March
                  26, 2007

              
	 	 	 
	
                Initial
                  Notional Amount of this Certificate (“Denomination”)

              	
                :

              	
                $[__]

              
	 	 	 
	
                Initial
                  Notional Amount of all Certificates of this Class

              	
                :

              	
                $[__]

              
	 	 	 
	
                CUSIP

              	
                :

              	
                [_______]

              
	 	 	 
	Interest
                Rate	:	Variable


      

      
 

    

    THE
      NOTIONAL AMOUNT OF THIS CERTIFICATE MAY DECLINE ON ANY DISTRIBUTION DATE AND
      FOLLOWING THE FEBRUARY 2008 DISTRIBUTION DATE WILL BE ZERO. ACCORDINGLY, THE
      OUTSTANDING NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
      SHOWN
      ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1

     

    Class
      A-IO

    


    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

    


    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Seller, the Servicer or the Trustee referred
      to
      below or any of their respective affiliates. Neither this Certificate nor the
      Mortgage Loans are guaranteed or insured by any governmental agency or
      instrumentality.

     

    This
      certifies that [___] is the registered owner of a Percentage Interest evidenced
      by this Certificate (obtained by dividing the Denomination of this Certificate
      by the aggregate Notional Amount of the Class A-IO Certificates as of the Issue
      Date) in that certain beneficial ownership interest evidenced by all the Class
      A-IO Certificates in the Trust Fund created pursuant to a Pooling and Servicing
      Agreement dated as of the Cut-off Date specified above (the “Agreement”) among
      IndyMac ABS, Inc., as depositor (the “Depositor”), IndyMac Bank, F.S.B., as
      seller (in such capacity, the “Seller”) and as servicer (in such capacity, the
“Servicer”), and Deutsche Bank National Trust Company, as trustee (the
“Trustee”) and as supplemental interest trust trustee. To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of the acceptance hereof assents and by which such
      Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each transferee that is
      a
      Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly
      or indirectly, on behalf of any such Plan or any Person using “Plan Assets” to
      acquire this Certificate shall be deemed to have made the representations in
      Section 5.02(b) of the Agreement.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      February ___, 2007

    


    
      	 	 	 	 	 	 	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


    

    


    


    
      	
              Countersigned:

            	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              By:

            	 	 	 	 	 	 	 	 	 
	 	
              Authorized
                Signatory of

              DEUTSCHE
                BANK NATIONAL

              TRUST
                COMPANY, not in its individual
                capacity,

              but
                solely as Trustee

            	 	 	 


    

    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      C

    


    FORM
      OF
      CLASS P CERTIFICATE

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    SUBJECT
      TO THE PROVISIONS OF SECTION 5.02(b) OF THE AGREEMENT NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
      THE
      TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
      AND IS NOT INVESTING ON BEHALF OF OR WITH ASSETS OF SUCH A PLAN, OR AN OPINION
      OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
      TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT
      TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT THE REPRESENTATION LETTER OR
      THE
      OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE
      VOID
      AND OF NO EFFECT.

     

    
      


      
        	
                Certificate
                  No.

              	
                :

              	
                [
                  ____]

              
	 	 	 
	
                Cut-off
                  Date

              	
                :

              	
                February
                  1, 2007

              
	 	 	 
	
                First
                  Distribution Date 

              	
                :

              	
                March
                  26, 2007

              
	 	 	 
	
                Initial
                  Certificate Balance of this Certificate (“Denomination”)

              	
                :

              	
                $100

              
	 	 	 
	
                Initial
                  Certificate Balances of all Certificates of this Class

              	
                :

              	
                $100

              
	 	 	 


      

      


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1

     

    Class
      P

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class payable solely from Prepayment Charges.

    


    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Certificate does not evidence an obligation of, or an interest in, and
      is
      not guaranteed by the Depositor, the Seller, the Servicer or the Trustee
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that [_________] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the aggregate of the Denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among IndyMac ABS, Inc., as depositor (the
“Depositor”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”), and Deutsche Bank National
      Trust Company, as trustee (the “Trustee”) and as supplemental interest trust
      trustee. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound. 

     

    This
      Certificate does not have a Pass-Through Rate and will be entitled to
      distributions only to the extent set forth in the Agreement and solely payable
      from Prepayment Charges. In addition, any distribution of the proceeds of any
      remaining assets of the Trust will be made only upon presentment and surrender
      of this Certificate at the office or agency maintained by the
      Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any such transfer,
      subject to the provisions in Section 5.02(b) of the Agreement, the Trustee
      shall
      require the transferor to execute a transferor certificate (in substantially
      the
      form attached to the Pooling and Servicing Agreement) and deliver either (i)
      an
      Investment Letter or the Rule 144A Letter, in either case substantially in
      the
      form attached to the Agreement, or (ii) a written Opinion of Counsel to the
      Trustee that such transfer may be made pursuant to an exemption, describing
      the
      applicable exemption and the basis therefor, from the 1933 Act or is being
      made
      pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the
      transferor.

     

    Subject
      to the provisions in Section 5.02(b) of the Agreement, no transfer of a
      Certificate of this Class shall be made unless the Trustee shall have received
      either (i) a representation letter from the transferee of such Certificate,
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that such transferee is not an employee benefit plan subject to Section
      406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of
      any
      such plan, which representation letter shall not be an expense of the Trustee
      or
      (ii) in the case of a Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan or arrangement subject to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a trustee of any such plan or arrangement or any other person
      acting on behalf of any such plan or arrangement or using such plan’s or
      arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee and the
      Servicer, which Opinion of Counsel shall not be an expense of the Trustee,
      the
      Servicer or the Trust Fund, addressed to the Trustee, to the effect that the
      purchase or holding of such Certificate will not result in a nonexempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Trustee or the Servicer to any obligation in addition to those
      expressly undertaken in this Agreement or to any liability.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      ________, 2007

    


    
      	 	 	 	 	 	 	
               

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
               

              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
               

              By:

            	 	 
	 	
               

              Authorized
                Signatory of

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      D

    


    FORM
      OF RESIDUAL CERTIFICATE

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    SUBJECT
      TO THE PROVISIONS OF SECTION 5.02(b) OF THE AGREEMENT NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
      THE
      TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
      AND IS NOT INVESTING ON BEHALF OF OR WITH ASSETS OF SUCH A PLAN, OR AN OPINION
      OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
      TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT
      TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT THE REPRESENTATION LETTER OR
      THE
      OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE
      VOID
      AND OF NO EFFECT.

     

    
      


      
        	
                Certificate
                  No.

              	
                :

              	
                [
                  ___]

              
	 	 	 
	
                Cut-off
                  Date

              	
                :

              	
                February
                  1, 2007

              
	 	 	 
	
                First
                  Distribution Date 

              	
                :

              	
                March
                  26, 2007

              
	 	 	 
	
                
                  Aggregate
                    Percentage Interest of the Class R Certificates as of the Issue
                    Date

                

              	
                :

              	
                [__]%

              
	 	 	 


      

      
 

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1

     

    Class
      R

     

    


    evidencing
      the distributions allocable to the Class R Certificates.

    


    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Balance at any time may be less than the
      Certificate Balance as set forth herein. This Certificate does not evidence
      an
      obligation of, or an interest in, and is not guaranteed by the Depositor, the
      Seller, the Servicer or the Trustee referred to below or any of their respective
      affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed
      or
      insured by any governmental agency or instrumentality.

     

    This
      certifies that [___] is the registered owner of the Percentage Interest
      (obtained by dividing the Denomination of this Certificate by the aggregate
      of
      the Denominations of all Certificates of the Class to which this Certificate
      belongs) in certain monthly distributions pursuant to a Pooling and Servicing
      Agreement dated as of the Cut-off Date specified above (the “Agreement”) among
      IndyMac ABS, Inc., as depositor (the “Depositor”), IndyMac Bank, F.S.B., as
      seller (in such capacity, the “Seller”) and as servicer (in such capacity, the
“Servicer”), and Deutsche Bank National Trust Company, as trustee (the
“Trustee”) and as supplemental interest trust trustee. To the extent not defined
      herein, the capitalized terms used herein have the meanings assigned in the
      Agreement. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Agreement, to which Agreement the Holder of
      this Certificate by virtue of the acceptance hereof assents and by which such
      Holder is bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust Fund will
      be
      made only upon presentment and surrender of this Class R Certificate at the
      office or agency maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any such transfer,
      subject to the provisions in Section 5.02(b) of the Agreement, the Trustee
      shall
      require the transferor to execute a transferor certificate (in substantially
      the
      form attached to the Pooling and Servicing Agreement) and deliver either (i)
      an
      Investment Letter or the Rule 144A Letter, in either case substantially in
      the
      form attached to the Agreement, or (ii) a written Opinion of Counsel to the
      Trustee that such transfer may be made pursuant to an exemption, describing
      the
      applicable exemption and the basis therefor, from the 1933 Act or is being
      made
      pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the
      transferor

     

    Subject
      to the provisions in Section 5.02(b) of the Agreement, no transfer of a
      Certificate of this Class shall be made unless the Trustee shall have received
      either (i) a representation letter from the transferee of such Certificate,
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that such transferee is not an employee benefit plan subject to Section
      406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of
      any
      such plan, which representation letter shall not be an expense of the Trustee
      or
      (ii) in the case of a Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan or arrangement subject to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a trustee of any such plan or arrangement or any other person
      acting on behalf of any such plan or arrangement or using such plan’s or
      arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee and the
      Servicer, which Opinion of Counsel shall not be an expense of the Trustee,
      the
      Servicer or the Trust Fund, addressed to the Trustee, to the effect that the
      purchase or holding of such Certificate will not result in a nonexempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Trustee or the Servicer to any obligation in addition to those
      expressly undertaken in this Agreement or to any liability.

     

    Each
      Holder of this Class R Certificate shall be deemed by the acceptance or
      acquisition an Ownership Interest in this Class R Certificate to have agreed
      to
      be bound by the following provisions, and the rights of each Person acquiring
      any Ownership Interest in this Class R Certificate are expressly subject to
      the
      following provisions: (i) each Person holding or acquiring any Ownership
      Interest in this Class R Certificate shall be a Permitted Transferee and shall
      promptly notify the Trustee of any change or impending change in its status
      as a
      Permitted Transferee, (ii) no Ownership Interest in this Class R Certificate
      may
      be registered on the Closing Date or thereafter transferred, and the Trustee
      shall not register the Transfer of this Certificate unless, in addition to
      the
      certificates required to be delivered to the Trustee under Section 5.02(b)
      of
      the Agreement, the Trustee shall have been furnished with a Transfer Affidavit
      of the initial owner or the proposed transferee in the form attached as Exhibit
      I to the Agreement (subject to the limitations with respect thereto as set
      forth
      in Section 5.02(b) of the Agreement), (iii) each Person holding or acquiring
      any
      Ownership Interest in this Class R Certificate shall agree (A) to obtain a
      Transfer Affidavit from any other Person to whom such Person attempts to
      Transfer its Ownership Interest this Class R Certificate (subject to the
      limitations with respect thereto as set forth in Section 5.02(b) of the
      Agreement), (B) to obtain a Transfer Affidavit from any Person for whom such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      this Class R Certificate (subject to the limitations with respect thereto as
      set
      forth in Section 5.02(b) of the Agreement) and (C) not to Transfer the Ownership
      Interest in this Class R Certificate or to cause the Transfer of the Ownership
      Interest in this Class R Certificate to any other Person if it has actual
      knowledge that such Person is not a Permitted Transferee and (iv) any attempted
      or purported Transfer of the Ownership Interest in this Class R Certificate
      in
      violation of the provisions herein shall be absolutely null and void and shall
      vest no rights in the purported Transferee.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      ________, 2007

    


    
      	 	 	 	 	 	 	
               

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
               

              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
               

              By:

            	 	 
	 	
               

              Authorized
                Signatory of

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      E

    


    FORM
      OF CLASS C CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    SUBJECT
      TO THE PROVISIONS OF SECTION 5.02(b) OF THE AGREEMENT NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
      THE
      TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
      AND IS NOT INVESTING ON BEHALF OF OR WITH ASSETS OF SUCH A PLAN, OR AN OPINION
      OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO
      HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED
      TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT
      TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT THE REPRESENTATION LETTER OR
      THE
      OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE
      VOID
      AND OF NO EFFECT.

     

    NO
      TRANSFER OF A  CLASS C CERTIFICATE SHALL BE MADE UNLESS THE TRANSFEREE OF
      SUCH CERTIFICATE HAS PROVIDED TO THE TRUSTEE A CORRECT, COMPLETE AND DULY
      EXECUTED TAX CERTIFICATION FORM (I.E., U.S. INTERNAL REVENUE SERVICE FORM W-9,
      W-8BEN, W-8IMY, W-8EXP OR W-8ECI, AS APPLICABLE (OR ANY SUCCESSOR FORM THERETO),
      TOGETHER WITH APPROPRIATE ATTACHMENTS) AS A CONDITION TO SUCH TRANSFER AND
      AGREES TO UPDATE SUCH TAX CERTIFICATION FORM (I) UPON EXPIRATION OF ANY SUCH
      TAX
      CERTIFICATION FORM, (II) AS REQUIRED UNDER THEN APPLICABLE U.S. TREASURY
      REGULATIONS AND (III) PROMPTLY UPON LEARNING THAT ANY TAX CERTIFICATION FORM
      PREVIOUSLY PROVIDED HAS BECOME OBSOLETE OR INCORRECT. UPON RECEIPT OF ANY SUCH
      TAX CERTIFICATION FORM FROM A TRANSFEREE OF ANY CLASS C CERTIFICATE, THE TRUSTEE
      SHALL PROVIDE SUCH TAX CERTIFICATION FORM TO THE SUPPLEMENTAL INTEREST TRUST
      TRUSTEE.  THE SUPPLEMENTAL INTEREST TRUST TRUSTEE SHALL PROVIDE SUCH TAX
      CERTIFICATION FORM TO THE SWAP PROVIDER.  

    


    EACH
      HOLDER OF A CLASS C CERTIFICATE AND EACH TRANSFEREE THEREOF SHALL BE DEEMED
      TO
      HAVE CONSENTED TO THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUST TRUSTEE
      FORWARDING TO THE SWAP PROVIDER ANY SUCH TAX CERTIFICATION FORM IT HAS PROVIDED
      AND UPDATED IN ACCORDANCE WITH THESE TRANSFER RESTRICTIONS. ANY PURPORTED SALES
      OR TRANSFERS OF ANY CLASS C CERTIFICATE TO A TRANSFEREE WHICH DOES NOT COMPLY
      WITH THESE REQUIREMENTS SHALL BE DEEMED NULL AND VOID UNDER THIS
      AGREEMENT.

     

    
      


      
        	
                Certificate
                  No.

              	
                :

              	
                [
                  ____]

              
	 	 	 
	
                Cut-off
                  Date

              	
                :

              	
                February
                  1, 2007

              
	 	 	 
	
                First
                  Distribution Date 

              	
                :

              	
                March
                  26, 2007

              
	 	 	 
	
                
                  Percentage
                    Interest of this Certificate (“Denomination”)

                

              	
                :

              	
                [__]%

              
	 	 	 


      

      
 

    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1

     

    Class
      C

     

    


    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class.

    


    Distributions
      in respect of this Certificate are distributable monthly as set forth herein.
      This Certificate does not evidence an obligation of, or an interest in, and
      is
      not guaranteed by the Depositor, the Seller, the Servicer or the Trustee
      referred to below or any of their respective affiliates. Neither this
      Certificate nor the Mortgage Loans are guaranteed or insured by any governmental
      agency or instrumentality.

     

    This
      certifies that [______] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the aggregate of the Denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among IndyMac ABS, Inc., as depositor (the
“Depositor”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”), and Deutsche Bank National
      Trust Company, as trustee (the “Trustee”) and as supplemental interest trust
      trustee. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    This
      Certificate does not have a Certificate Balance or Pass-Through Rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      office or agency maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any such transfer,
      subject to the provisions in Section 5.02(b) of the Agreement, the Trustee
      shall
      require the transferor to execute a transferor certificate (in substantially
      the
      form attached to the Pooling and Servicing Agreement) and deliver either (i)
      an
      Investment Letter or the Rule 144A Letter, in either case substantially in
      the
      form attached to the Agreement, or (ii) a written Opinion of Counsel to the
      Trustee that such transfer may be made pursuant to an exemption, describing
      the
      applicable exemption and the basis therefor, from the 1933 Act or is being
      made
      pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the
      transferor.

     

    Subject
      to the provisions in Section 5.02(b) of the Agreement, no transfer of a
      Certificate of this Class shall be made unless the Trustee shall have received
      either (i) a representation letter from the transferee of such Certificate,
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that such transferee is not an employee benefit plan subject to Section
      406 of ERISA or Section 4975 of the Code, nor a person acting on behalf of
      any
      such plan, which representation letter shall not be an expense of the Trustee
      or
      (ii) in the case of a Certificate presented for registration in the name of
      an
      employee benefit plan subject to ERISA, or a plan or arrangement subject to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a trustee of any such plan or arrangement or any other person
      acting on behalf of any such plan or arrangement or using such plan’s or
      arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee and the
      Servicer, which Opinion of Counsel shall not be an expense of the Trustee,
      the
      Servicer or the Trust Fund, addressed to the Trustee, to the effect that the
      purchase or holding of such Certificate will not result in a nonexempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Trustee or the Servicer to any obligation in addition to those
      expressly undertaken in this Agreement or to any liability.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized signatory of
      the
      Trustee.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    Dated:
      ________, 2007

    


    
      	 	 	 	 	 	 	
               

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
               

              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
               

              By:

            	 	 
	 	
               

              Authorized
                Signatory of

              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      F

    


    


    FORM
      OF
      REVERSE OF CERTIFICATES

     

    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

    Home
      Equity Mortgage Loan Asset-Backed Certificates

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Certificates, of
      the
      Series specified on the face hereof (herein collectively called the
“Certificates”), and representing a beneficial ownership interest in the Trust
      Fund created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing on the first
      Distribution Date specified on the face hereof, to the Person in whose name
      this
      Certificate is registered at the close of business on the applicable Record
      Date
      in an amount equal to the product of the Percentage Interest evidenced by this
      Certificate and the amount required to be distributed to Holders of Certificates
      of the Class to which this Certificate belongs on such Distribution Date
      pursuant to the Agreement. The Record Date applicable to each Distribution
      Date
      is the last Business Day of the month next preceding the month of such
      Distribution Date.

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five (5) Business Days prior to the
      related Record Date and such Certificateholder shall satisfy the conditions
      to
      receive such form of payment set forth in the Agreement, or, if not, by check
      mailed by first class mail to the address of such Certificateholder appearing
      in
      the Certificate Register. The final distribution on each Certificate will be
      made in like manner, but only upon presentment and surrender of such Certificate
      at the location specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the Holders of
      Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange therefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee, accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust Fund will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Seller and the Trustee and any agent of the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date on which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Remittance
      Period is less than 10% of the Cut-off Date Principal Balance of the Mortgage
      Loans, the Servicer will have the option to purchase, in whole, from the Trust
      Fund all remaining Mortgage Loans and all property acquired in respect of the
      Mortgage Loans at a purchase price determined as provided in the Agreement.
      The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 9.01 of the Agreement.

     

    Any
      term
      used herein that is defined in the Agreement shall have the meaning assigned
      in
      the Agreement, and nothing herein shall be deemed inconsistent with that
      meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    


    


    


    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

     

    ____________________________________.

     

    Dated:

    


                                                                                                                                                 
      Signature by or on behalf of assignor


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
               

              to

            	 	
               

              ,

            
	
               

              for
                the account of

            	 	
               

              ,

            
	
               

              account
                number___________, or, if mailed by check, to

            	 	
               

              ,

            
	
               

              Applicable
                statements should be mailed to

            	 	
               

              ,

            
	 	
               

              .

            


    

    


    
      	
               

              This
                information is provided by

            	 	
               

              ,

            
	
               

              the
                assignee named above, or

            	 	
               

              ,

            
	
               

              as
                its agent.

            	 	 


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	STATE
                OF _________________	)	 
	 	) 	ss.: 
	COUNTY
                OF _______________	) 	 


      




    On
      the
      ___ th day of __________, 200_ before me, a notary public in and for said State,
      personally appeared _______________________, known to me who, being by me duly
      sworn, did depose and say that he executed the foregoing
      instrument.

     

    
      	 	 
	 	
               

              Notary
                Public

            


    

    


     

    


    [Notarial
      Seal]

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G-1

    


    


    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

    [Servicer]

    [Seller]

    [Certificate
      Insurer]

    _____________________

    _____________________

     

     

    
      	 Re: 	
               

              Pooling and Servicing Agreement among IndyMac
                ABS, Inc.,
                as Depositor, IndyMac Bank, F.S.B., as Seller and Servicer, and Deutsche
                Bank National Trust Company, as Trustee, Home Equity Mortgage Loan
                Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage Loan
                Asset-Backed Certificates, Series INDS
                2007-1

            
	 	 


    

     

    Gentlemen:

    


    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling
      and Servicing Agreement”),
      the
      undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed
      in the Mortgage Loan Schedule (other than any Mortgage Loan listed in the
      attached schedule), it has received:

     

    (i) the
      original Mortgage Note, endorsed as provided in the following form: “Pay to the
      order of ________, without recourse”; and

     

    (ii) an
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments); provided,
      however, that
      it
      has received no assignment with respect to any Mortgage for which the related
      Mortgaged Property is located in the Commonwealth of Puerto Rico.

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to such Mortgage
      Loan.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, priority, perfection, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
      collectability, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    Capitalized
      words and phrases used herein have the respective meanings assigned to them
      in
      the Pooling and Servicing Agreement.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	 	 	 	 	 	 	 	
              Deutsche
                Bank National Trust Company

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      G-2

    


    FORM
      OF
      DELAYED DELIVERY CERTIFICATION

     

    [date]

     

    [Seller]

    Depositor]

    [Servicer]
      

    [Certificate
      Insurer]

    


    cc:
      [Rating Agencies]

     

    
       

      
        	 Re: 	
                 

                Pooling and Servicing Agreement among IndyMac
                  ABS, Inc.,
                  as Depositor, IndyMac Bank, F.S.B., as Seller and Servicer, and
                  Deutsche
                  Bank National Trust Company, as Trustee, Home Equity Mortgage Loan
                  Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage Loan
                  Asset-Backed Certificates, Series
                  INDS 2007-1 

              
	 	 


      

              

    

     

    Gentlemen:

    


    [Reference
      is made to the Initial Certification of Trustee relating to the above-referenced
      series, with the schedule of exceptions attached thereto, delivered by the
      undersigned, as Trustee, on the Closing Date in accordance with Section 2.02
      of
      the above-captioned Pooling and Servicing Agreement.] The undersigned hereby
      certifies that as to each Delayed Delivery Mortgage Loan listed on the Schedule
      A attached hereto (other than any Mortgage Loan paid in full or listed on
      Schedule B attached hereto) it has received: 

     

    (i)  (A)
      the
      original Mortgage Note, endorsed by manual or facsimile signature in blank
      in
      the following form: “Pay to the order of ______________________________ without
      recourse,” with all intervening endorsements showing a complete chain of
      endorsement from the originator to the Person endorsing the Mortgage Note (each
      such endorsement being sufficient to transfer all interest of the party so
      endorsing, as noteholder or assignee thereof, in that Mortgage Note) and (B)
      with respect to any Lost Mortgage Note, a lost note affidavit from the Seller
      stating that the original Mortgage Note was lost or destroyed, together with
      a
      copy of such Mortgage Note;

     

    (ii)  an
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments), together with, except as provided below, all interim
      recorded assignments of such mortgage (each such assignment, when duly and
      validly completed, to be in recordable form and sufficient to effect the
      assignment of and transfer to the assignee thereof, under the Mortgage to which
      the assignment relates); provided,
      however,
      that
      such assignment of Mortgage need not be delivered in the case of a Mortgage
      for
      which the related Mortgaged Property is located in the Commonwealth of Puerto
      Rico.

     

    Based
      on
      its review and examination and only as to the foregoing documents, such
      documents appear regular on their face and related to the Mortgage
      Loan.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and Servicing Agreement. The Trustee makes no representations as to:
      (i)
      the validity, legality, priority, perfection, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgages identified on the [Mortgage Loan Schedule][Loan Number and
      Borrower Identification Mortgage Loan Schedule] or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    Capitalized
      words and phrases used herein have the respective meanings assigned to them
      in
      the above-captioned Pooling and Servicing Agreement.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	 	 	 	 	 	 	 	
              Deutsche
                Bank National Trust Company

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      H

    


    


    FORM
      OF
      FINAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

    [Servicer]

    [Seller]
      

    [Certificate
      Insurer]

    


    _____________________

    _____________________

     

    
      
         

        
          	 Re: 	
                   

                  Pooling and Servicing Agreement among IndyMac
                    ABS, Inc.,
                    as Depositor, IndyMac Bank, F.S.B., as Seller and Servicer, and
                    Deutsche
                    Bank National Trust Company, as Trustee, Home Equity Mortgage
                    Loan
                    Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage
                    Loan
                    Asset-Backed Certificates, Series
                    INDS 2007-1

                
	 	 


        

                

      

    

    Gentlemen:

    


    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling
      and Servicing Agreement”),
      the
      undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
      in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
      listed on the attached Document Exception Report) it has received:

     

    (i)  The
      original Mortgage Note, endorsed in the form provided in Section 2.01(d)(i)
      of
      the Pooling and Servicing Agreement, with all intervening endorsements showing
      a
      complete chain of endorsement from the originator to the Seller.

     

    (ii)  The
      original recorded Mortgage.

     

    (iii)  An
      executed assignment of the Mortgage in the form provided in Section 2.01(d)(iii)
      of the Pooling and Servicing Agreement; provided,
      however, that
      it
      has received no assignment with respect to any Mortgage for which the related
      Mortgaged Property is located in the Commonwealth of Puerto Rico, or, if the
      Depositor has certified or the Trustee otherwise knows that the related Mortgage
      has not been returned from the applicable recording office, a copy of the
      assignment of the Mortgage (excluding information to be provided by the
      recording office).

     

    (iv)  The
      original or duplicate original recorded assignment or assignments of the
      Mortgage showing a complete chain of assignment from the originator to the
      Seller.

     

    (v)  The
      original or duplicate original lender’s title policy and all riders thereto or,
      any one of an original title binder, an original preliminary title report or
      an
      original title commitment, or a copy thereof certified by the title
      company.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan and
      (b)
      the information set forth in items (i), (ii), (iii), (iv), (vi) and (xi)(a)
      of
      the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling
      and Servicing Agreement accurately reflects information set forth in the
      Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, priority, perfection, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the Mortgage Loan Schedule; or (ii) the
      collectability, insurability, effectiveness or suitability of any such Mortgage
      Loan. Notwithstanding anything herein to the contrary, the Trustee has made
      no
      determination and makes no representations as to whether (i) any endorsement
      is
      sufficient to transfer all interest of the party so endorsing, as Noteholder
      or
      assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable
      form or sufficient to effect the assignment of and transfer to the assignee
      thereof, under the Mortgage to which the assignment relates.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement.

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	 	 	 	 	 	 	 	
              Deutsche
                Bank National Trust Company

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      I

    


    


    IndyMac
      ABS, Inc.,

     

    Home
      Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-1

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

    Series
      INDS 2007-1

     

    
       

      
        	STATE
                OF _________________	)	 
	 	) 	ss.: 
	COUNTY
                OF _______________	) 	 


      

       

    

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

    1. The
      undersigned is an officer of ____________________________, the proposed
      Transferee of an Ownership Interest in a Class R Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement (the “Agreement”),
      relating to the above-referenced Series, by and among IndyMac ABS, Inc., as
      depositor (the “Depositor”),
      IndyMac Bank, F.S.B., as seller and servicer and Deutsche Bank National Trust
      Company, as trustee. Capitalized terms used, but not defined herein or in Annex
      1, shall have the meanings ascribed to such terms in the Agreement. The
      Transferee has authorized the undersigned to make this affidavit on behalf
      of
      the Transferee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. 

     

    3. The
      Transferee has been advised of, and understands that: (i) a tax will be imposed
      on Transfers of the Certificate to Persons that are not Permitted Transferees;
      (ii) such tax will be imposed on the transferor, or, if such Transfer is through
      an agent (which includes a broker, nominee or middleman) for a Person that
      is
      not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable
      for the tax shall be relieved of liability for the tax if the Transferee
      furnishes to such Person an affidavit that such Transferee is a Permitted
      Transferee and, at the time of Transfer, such Person does not have actual
      knowledge that the affidavit is false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in the Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5. The
      Transferee has reviewed Section 5.02(c) of the Agreement (attached hereto as
      Annex 2 and incorporated herein by reference) and understands the legal
      consequences of the acquisition of an Ownership Interest in the Certificate
      including, without limitation, the restrictions on subsequent Transfers and
      the
      provisions regarding voiding the Transfer and mandatory sales. The Transferee
      expressly agrees to be bound by and to abide by the provisions of Section
      5.02(c) of the Agreement and the restrictions noted on the face of the
      Certificate. The Transferee understands and agrees that any breach of any of
      the
      representations included herein shall render the Transfer to the Transferee
      contemplated hereby null and void.

     

    6. The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee. In connection with any
      such
      Transfer by the Transferee, the Transferee agrees to deliver to the Trustee
      a
      certificate substantially in the form set forth as Exhibit J to the Agreement
      (a
“Transferor
      Certificate”)
      to the
      effect that such Transferee has no actual knowledge that the Person to which
      the
      Transfer is to be made is not a Permitted Transferee.

     

    7. The
      Transferee’s taxpayer identification number is ________________ and the
      Transferee has provided to the Trustee a correct, complete and duly executed
      Internal Revenue Service Form W-9 (or successor thereto), together with
      appropriate attachments.

     

    8. The
      Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

     

    9. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of Treasury regulations promulgated pursuant to the
      Code and that the transferor of a noneconomic residual interest will remain
      liable for any taxes due with respect to the income on such residual interest,
      unless no significant purpose of the transfer was to impede the assessment
      or
      collection of tax. The Transferee does not have the intention to impede the
      assessment or collection of any tax legally required to be paid with respect
      to
      the Certificate.

     

    10. Transferee
      has historically paid the Transferee’s debts as they become due, and Transferee
      intends, and believes that the Transferee will be able, to continue to pay
      Transferee’s debts as such debts become due in the future. Transferee has a
      valid business purpose for purchasing the Residuals.

     

    11. Transferee
      is not a foreign permanent establishment or fixed base (within the meaning
      of an
      applicable income tax treaty) (a “Foreign
      Base”)
      of a
      U.S. taxpayer. In addition, the Transferee will not (a) transfer the Class
      R
      Certificates, directly or indirectly, to a Foreign Base, and (b) cause income
      from the Class R Certificates to be attributable to a Foreign Base of the
      Transferee or another U.S. taxpayer. 

     

    12. Either:

     

    (a)
      (i)
      At the time of the transfer, and at the close of each of the Transferee's two
      fiscal years preceding the Transferee's fiscal year of transfer, the
      Transferee's gross assets for financial reporting purposes exceed $100 million
      and its net assets for financial reporting purposes exceed $10 million. For
      purposes of the preceding sentence, the gross assets and net assets of a
      Transferee do not include any obligation of any Related Person or any other
      asset if a principal purpose for holding or acquiring the other asset is to
      permit the Transferee to satisfy the conditions of this paragraph 12(a); and
      (ii) the Transferee is an Eligible Corporation and hereby agrees that any
      subsequent transfer of the interest will be to another Eligible Corporation
      in a
      transaction that satisfies this Transfer Affidavit, including this paragraph
      12(a). For the purpose of this affidavit, the term “Eligible
      Corporation”
means
      any domestic C corporation (as defined in section 1361(a)(2) of the Code) other
      than a corporation which is exempt from, or is not subject to, tax under section
      11 of the Code, an entity described in section 851(a) or 856(a) of the Code,
      a
      REMIC or an organization to which part I, subchapter T, chapter 1, subtitle
      A of
      the Code applies, and the term “Related
      Person”
means
      any person that bears a relationship to the Transferee enumerated in section
      267(b) or 707(b)(1) of the Code, using "20 percent" instead of "50 percent"
      where it appears under the provisions; or is under common control (within the
      meaning of section 52(a) and (b) of the Code) with the Transferee;
      or


     

    (b)(i)
      The
      Transferee is a United States Person; and (ii) the present value of the
      anticipated tax liabilities associated with holding the residual interest does
      not exceed the sum of: (A) the present value of any consideration given to
      the
      Transferee to acquire the interest, (B) the present value of the expected future
      distributions on the interest and (C) the present value of the anticipated
      tax
      savings associated with holding the interest as the REMIC generates losses.
      For
      purposes of calculating the aforementioned present values: (i) the transferee
      has assumed that it pays tax at a rate equal to the highest rate of tax
      specified in Code Section 11(b)(1) (unless the Transferee has been subject
      to
      the alternative minimum tax under Section 55 of the Code in the preceding two
      years and will compute its taxable income in the current taxable year using
      the
      alternative minimum tax rate, in which case the Transferee can assume that
      it
      pays tax at the rate specified in Section 55(b)(1)(B) of the Code (provided,
      that the Transferee states in this Transfer Affidavit that it is using such
      alternate rate and that has been subject to the alternative minimum tax under
      Section 55 of the Code in the preceding two years) and will compute its taxable
      income in the current taxable year using the alternative minimum tax rate);
      and
      (ii) the Transferee uses a discount rate equal to the Federal short-term rate
      prescribed by section 1274(d) of the Code for the month of the transfer and
      the
      compounding period used by the Transferee. 

     

    13. The
      Transferee hereby represents to and for the benefit of the transferor that
      the
      Transferee intends to pay any tax associated with holding the Ownership Interest
      as they become due, fully understanding that it may incur tax liabilities in
      excess of any cash flows generated by its Ownership Interest.

     

    14. The
      Transferee is not an employee benefit plan that is subject to ERISA or a plan
      that is subject to Section 4975 of the Code, and the Transferee is not acting
      on
      behalf of or using plan assets of such a plan. 

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    In
      Witness Whereof,
      the
      Transferee has caused this instrument to be executed on its behalf, pursuant
      to
      authority of its Board of Directors, by its duly authorized officer and its
      corporate seal to be hereunto affixed, duly attested, this ____ day of
      __________________, 20__.

     

    
      	 	 
	 	
               

              Print
                Name of Transferee

            


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    


    [Corporate
      Seal]

    


    Attest:

    


    
      	 	 	 
	 	
              [Assistant]
                Secretary

            	 


    

    


    


    


    Personally
      appeared before me the above-named ____________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ______________
      of the Transferee, and acknowledged that he executed the same as his free act
      and deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this ____ day of ________ , 20__.

     

    


     

    
      	 	 
	 	
               

              Notary
                Public

            


    

    


     

    


    My
      Commission expires the _____ day of ____________, 20__


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      1

    to
      Exhibit
      I

    


    Certain
      Definitions

     

    “Ownership
      Interest”:
      As to
      any Certificate, any ownership interest in the Certificate, including any
      interest in the Certificate as its Holder and any other interest in it, whether
      direct or indirect, legal or beneficial.

     

    “Permitted
      Transferee”:
      Any
      Person other than (i) the United States, any State or political subdivision
      thereof, or any agency or instrumentality of any of the foregoing, (ii) a
      foreign government, International Organization or any agency or instrumentality
      of either of the foregoing, (iii) an organization (except certain farmers’
cooperatives described in Code Section 521) that is exempt from tax imposed
      by
      Chapter 1 of the Code (including the tax imposed by Code Section 511 on
      unrelated business taxable income) on any excess inclusions (as defined in
      Code
      Section 860E(c)(1)) with respect to any Class R Certificate, (iv) rural electric
      and telephone cooperatives described in Code Section 1381(a)(2)(c), (v) a Person
      that is not a U.S. Person and (vi) any other Person so designated by the
      Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
      Interest in a Class R Certificate to such Person may cause the Trust Fund to
      fail to qualify as a REMIC at any time that certain Certificates are
      Outstanding. The terms “United
      States,”
      “State,”
and
      “International
      Organization”
have
      the meanings in Code Section 7701 or successor provisions. A corporation will
      not be treated as an instrumentality of the United States or of any State or
      political subdivision thereof if all of its activities are subject to tax,
      and,
      with the exception of the FHLMC, a majority of its board of directors is not
      selected by such governmental unit.

     

    “Person”:
      Any
      individual, corporation, partnership, joint venture, bank, joint stock company,
      trust (including any beneficiary thereof), unincorporated organization or
      government or any agency or political subdivision thereof.

     

    “Transfer”:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a Certificate,
      including the acquisition of a Certificate by the Depositor.

     

    “Transferee”:
      Any
      Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

    “United
      States Person” or “U.S. Person”:
      (i) A
      citizen or resident of the United States; (ii) a corporation (or entity treated
      as a corporation for tax purposes) created or organized in the United States
      or
      under the laws of the United States or of any state thereof, including, for
      this
      purpose, the District of Columbia; (iii) a partnership (or entity treated as
      a
      partnership for tax purposes) organized in the United States or under the laws
      of the United States or of any state thereof, including, for this purpose,
      the
      District of Columbia (unless provided otherwise by future Treasury regulations);
      (iv) an estate whose income is includible in gross income for United States
      income tax purposes regardless of its source; (v) a trust, if a court within
      the
      United States is able to exercise primary supervision over the administration
      of
      the trust and one or more U.S. Persons have authority to control all substantial
      decisions of the trust; or (vi) to the extent provided in Treasury regulations,
      certain trusts in existence on September 20, 1996 that are treated as U.S.
      Persons before that date and that elect to continue to be treated as U.S.
      Persons.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      2

    to
      Exhibit
      I

    


    


    Section
      5.02 (c) of the Agreement

     

    


    (c) Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)  No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trustee shall not register the Transfer
      of any Residual Certificate unless, in addition to the certificates required
      to
      be delivered to the Trustee under subparagraph (b) above, the Trustee shall
      have
      been furnished with an affidavit (a “Transfer
      Affidavit”)
      of the
      initial owner or the proposed transferee in the form of Exhibit I (subject
      to
      the limitations with respect thereto as set forth in Section
      5.02(b)).

     

    (iii)  Subject
      to the limitations set forth in Section 5.02(b), each Person holding or
      acquiring any Ownership Interest in a Residual Certificate shall
      agree:

     

    (A)
        to
      obtain
      a Transfer Affidavit from any other Person to whom such Person attempts to
      Transfer its Ownership Interest in a Residual Certificate;

     

    (B)
        to
      obtain
      a Transfer Affidavit from any Person for whom such Person is acting as nominee,
      trustee or agent in connection with any Transfer of a Residual Certificate;
      and

     

    (C)
        not
      to
      Transfer its Ownership Interest in a Residual Certificate or to cause the
      Transfer of an Ownership Interest in a Residual Certificate to any other Person
      if it has actual knowledge that such Person is not a Permitted
      Transferee.

     

    (iv)  Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of this Section 5.02(c) shall be absolutely null and
      void and shall vest no rights in the purported Transferee. If any purported
      transferee shall become a Holder of a Residual Certificate in violation of
      this
      Section 5.02(c), then the last preceding Permitted Transferee shall be restored
      to all rights as Holder thereof retroactive to the date of registration of
      Transfer of such Residual Certificate. The Trustee shall not be liable to any
      Person for any registration of Transfer of a Residual Certificate that is in
      fact not permitted by Section 5.02(b) and this Section 5.02(c) or for making
      any
      payments due on such Certificate to the Holder thereof or taking any other
      action with respect to such Holder under this Agreement so long as the Transfer
      was registered after receipt of the related Transfer Affidavit, Transferor
      Certificate and either the Rule 144A Letter or the Investment Letter. The
      Trustee shall be entitled but not obligated to recover from any Holder of a
      Residual Certificate that was in fact not a Permitted Transferee at the time
      it
      became a Holder or, at such subsequent time as it became other than a Permitted
      Transferee, all payments made on such Residual Certificate at and after either
      such time. Any such payments so recovered by the Trustee shall be paid and
      delivered by the Trustee to the last preceding Permitted Transferee of such
      Certificate.

     

    (v)  The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trustee, all information necessary to compute any tax imposed
      under Section 860E(e) of the Code as a result of a Transfer of an Ownership
      Interest in a Residual Certificate to any Holder who is not a Permitted
      Transferee.

     

    The
      restrictions on Transfers of a Residual Certificate in this Section 5.02(c)
      shall cease to apply (and the applicable portions of the legend on a Residual
      Certificate may be deleted) with respect to Transfers occurring after delivery
      to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not
      be
      an expense of the Trust Fund, the Trustee, the Seller or the Servicer, to the
      effect that the elimination of such restrictions will not cause the Trust Fund
      hereunder to fail to qualify as a REMIC at any time that the Certificates are
      outstanding or result in the imposition of any tax on the Trust Fund, a
      Certificateholder or any other Person. The Opinion of Counsel shall be
      accompanied by written notification from each Rating Agency that the removal
      of
      the restriction will not cause the Rating Agency to downgrade its ratings of
      the
      Certificates (without regard to the Policy). Each Person holding or acquiring
      any Ownership Interest in a Residual Certificate hereby consents to any
      amendment of this Agreement that, based on an Opinion of Counsel furnished
      to
      the Trustee, is reasonably necessary (a) to ensure that the record ownership
      of,
      or any beneficial interest in, a Residual Certificate is not transferred,
      directly or indirectly, to a Person that is not a Permitted Transferee and
      (b)
      to provide for a means to compel the Transfer of a Residual Certificate that
      is
      held by a Person that is not a Permitted Transferee to a Holder that is a
      Permitted Transferee.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      J

     

    Form
      of
      Transferor Certificate

     

    __________,
      20__

    


    IndyMac
      ABS, Inc.

    155
      North
      Lake Avenue

    Pasadena,
      California 91101

    


    DB
      Services Tennessee 

    648
      Grassmere Park Road

    Nashville,
      Tennessee 37211

    Attention:
      Transfer Unit IN07G1

      
      Series
      INDS 2007-1

     

     
       

      
        	 Re: 	
                 

                IndyMac
                  ABS, Inc. Home Equity Loan Asset-Backed Trust, Series INDS 2007-1,
Home
                  Equity Mortgage Loan Asset-Backed Certificates, Series INDS
                  2007-1,
                  Class [ __ ] __         

              
	 	 


      

      
      

    

    Ladies
      and Gentlemen:

    


    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”),
      and
      are being disposed by us in a transaction that is exempt from the registration
      requirements of the Act, (b) we have not offered or sold any Certificates to,
      or
      solicited offers to buy any Certificates from, any person, or otherwise
      approached or negotiated with any person with respect thereto, in a manner
      that
      would be deemed, or taken any other action that would result in, a violation
      of
      Section 5 of the Act and (c) to the extent we are disposing of a Residual
      Certificate, we have no knowledge the Transferee is not a Permitted
      Transferee.

     

    
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferor

            
	 	 	 	 	 	 	 	 	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      K

    


    


    


    [RESERVED]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      L

    


    RULE
      144A
      LETTER

     

    ____________,
      20__

    


    


    IndyMac
      ABS, Inc.

    155
      North
      Lake Avenue

    Pasadena,
      California 91101

    


    DB
      Services Tennessee 

    648
      Grassmere Park Road

    Nashville,
      Tennessee 37211

    Attention:
      Transfer Unit IN07G1

      
      Series
      INDS 2007-1

     

    
      
        	Re: 	
                 Home Equity Mortgage Loan Asset-Backed Trust,
                  Series INDS 2007-1Home Equity Mortgage Loan Asset-Backed Certificates,
                  Series INDS 2007-1, Class [ __
                  ] 

              


      

    

    


    Ladies
      and Gentlemen:

    


    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”),
      or
      any state securities laws and are being transferred to us in a transaction
      that
      is exempt from the registration requirements of the Act and any such laws,
      (b)
      we have such knowledge and experience in financial and business matters that
      we
      are capable of evaluating the merits and risks of investments in the
      Certificates, (c) we have had the opportunity to ask questions of and receive
      answers from the Depositor concerning the purchase of the Certificates and
      all
      matters relating thereto or any additional information deemed necessary to
      our
      decision to purchase the Certificates, (d) (i) we are not an employee benefit
      plan that is subject to the Employee Retirement Income Security Act of 1974,
      as
      amended, or a plan or arrangement that is subject to Section 4975 of the
      Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
      such plan or arrangement or using the assets of any such plan or arrangement
      to
      effect such acquisition or (ii) we are purchasing a Certificate that is not
      a
      Class C, Class P or Class R Certificate and has been the subject of an
      ERISA-Qualifying Underwriting and we are an insurance company that is purchasing
      such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE
      95-60”))
      and
      the purchase and holding of such Certificates satisfy the requirements for
      exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor
      has anyone acting on our behalf offered, transferred, pledged, sold or otherwise
      disposed of the Certificates, any interest in the Certificates or any other
      similar security to, or solicited any offer to buy or accept a transfer, pledge
      or other disposition of the Certificates, any interest in the Certificates
      or
      any other similar security from, or otherwise approached or negotiated with
      respect to the Certificates, any interest in the Certificates or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Certificates
      under
      the Act or that would render the disposition of the Certificates a violation
      of
      Section 5 of the Act or require registration pursuant thereto, nor will act,
      nor
      has authorized or will authorize any person to act, in such manner with respect
      to the Certificates, (f) to the extent that the Certificate transferred is
      a
      Class C Certificate, we are a bankruptcy-remote entity and (g) we are a
“qualified institutional buyer” as that term is defined in Rule 144A under the
      Act and have completed either of the forms of certification to that effect
      attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is
      being
      made in reliance on Rule 144A. We are acquiring the Certificates for our own
      account or for resale pursuant to Rule 144A and further, understand that such
      Certificates may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Act.

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Annex
      1
      to Exhibit L

     

    Qualified
      Institutional Buyer Status Under SEC Rule 144A

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule
      144A”)
      because (i) the Buyer owned or invested on a discretionary basis
      $____________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    ___ Corporation,
      etc.
      The
      Buyer is a corporation (other than a bank, savings and loan association or
      similar institution), Massachusetts or similar business trust, partnership,
      or
      charitable organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended.

     

    ___ Bank.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a copy of which is
      attached hereto.

     

    ___ Savings
      and Loan.
      The
      Buyer (a) is a savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, that is
      supervised and examined by a State or Federal authority having supervision
      over
      any such institutions or is a foreign savings and loan association or equivalent
      institution and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a copy of which is
      attached hereto.

     

    ___ Broker-dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934, as amended.

     

    ___ Insurance
      Company.
      The
      Buyer is an insurance company whose primary and predominant business activity
      is
      the writing of insurance or the reinsuring of risks underwritten by insurance
      companies and that is subject to supervision by the insurance commissioner
      or a
      similar official or agency of a State, territory or the District of
      Columbia.

     

    ___ State
      or Local Plan.
      The
      Buyer is a plan established and maintained by a State, its political
      subdivisions, or any agency or instrumentality of the State or its political
      subdivisions, for the benefit of its employees.

     

    ___ ERISA
      Plan.
      The
      Buyer is an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974, as amended.

     

    ___ Investment
      Advisor.
      The
      Buyer is an investment advisor registered under the Investment Advisors Act
      of
      1940, as amended.

     

    ___ Small
      Business Investment Company.
      Buyer
      is a small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    ___ Business
      Development Company.
      Buyer
      is a business development company as defined in Section 202(a)(22) of the
      Investment Advisors Act of 1940, as amended.

     

    3. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer, (ii) securities that are part of an unsold allotment to or subscription
      by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
      by
      the U.S. or any instrumentality thereof, (iv) bank deposit notes and
      certificates of deposit, (v) loan participations, (vi) repurchase agreements,
      (vii) securities owned but subject to a repurchase agreement and (viii)
      currency, interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned or invested
      on
      a discretionary basis by the Buyer, the Buyer used the cost of such securities
      to the Buyer and did not include any of the securities referred to in the
      preceding paragraph, except (i) where the Buyer reports its securities holdings
      in its financial statements on the basis of their market value and (ii) no
      current information with respect to the cost of those securities has been
      published. If clause (ii) in the preceding sentence applies, the securities
      may
      be valued at market. Further, in determining such aggregate amount, the Buyer
      may have included securities owned by subsidiaries of the Buyer, but only if
      such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6. Until
      the
      date of purchase of the Rule 144A Securities, the Buyer will notify each of
      the
      parties to which this certification is made of any changes in the information
      and conclusions herein. Until such notice is given, the Buyer’s purchase of the
      Certificates will constitute a reaffirmation of this certification as of the
      date of such purchase. In addition, if the Buyer is a bank or savings and loan
      is provided above, the Buyer agrees that it will furnish to such parties updated
      annual financial statements promptly after they become available.

    
      

      
        1  Buyer
          must own or invest on a discretionary basis at least $100,000,000 in securities
          unless Buyer is a dealer, and, in that case, Buyer must own or invest on
          a
          discretionary basis at least $10,000,000 in
          securities.

      



    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      2
      to Exhibit L

     

    Qualified
      Institutional Buyer Status Under SEC Rule 144A

    [For
      Transferees that are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule
      144A”)
      because Buyer is part of a Family of Investment Companies, is such an officer
      of
      the Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year. For
      purposes of determining the amount of securities owned by the Buyer or the
      Buyer’s Family of Investment Companies, the cost of such securities was used,
      except (i) where the Buyer or the Buyer’s Family of Investment Companies reports
      its securities holdings in its financial statements on the basis of their market
      value and (ii) no current information with respect to the cost of those
      securities has been published. If clause (ii) in the preceding sentence applies,
      the securities may be valued at market.

     

    ___ The
      Buyer
      owned $____________ in securities (other than the excluded securities referred
      to below) as of the end of the Buyer’s most recent fiscal year (such amount
      being calculated in accordance with Rule 144A).

     

    ___ The
      Buyer
      is part of a Family of Investment Companies that owned in the aggregate
      $________ in securities (other than the excluded securities referred to below)
      as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities
      issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

     

    5. The
      Buyer
      is familiar with Rule 144A and understands that the parties listed in the Rule
      144A Transferee Certificate to which this certification relates are relying
      and
      will continue to rely on the statements made herein because one or more sales
      to
      the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only
      purchase for the Buyer’s own account.

     

    6. Until
      the
      date of purchase of the Certificates, the undersigned will notify the parties
      listed in the Rule 144A Transferee Certificate to which this certification
      relates of any changes in the information and conclusions herein. Until such
      notice is given, the Buyer’s purchase of the Certificates will constitute a
      reaffirmation of this certification by the undersigned as of the date of such
      purchase.

     

    


     

    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Buyer or Advisor

            
	 	 	 	 	 	 	 	 	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    If
      an
      Adviser:

    


    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Buyer

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      M

    


    


    FORM
      OF
      REQUEST FOR RELEASE

    (for
      Trustee)

     

    IndyMac
      ABS, Inc.,

     

    Home
      Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-1

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

     

    Series
      INDS 2007-1

     

    


    Loan
      Information

     

    
      	
              Name
                of Mortgagor

               

            	 	 
	
              Servicer

              Loan
                No.:

               

            	 	 


    

    Trustee

     

    
      	
              Name:

               

            	 	 
	
              Address:

               

            	 	 
	 	 	 
	 	 	 
	
              Trustee

              Mortgage
                File No.:

            	 	 


    

    


    The
      undersigned Servicer hereby acknowledges that it has received from Deutsche
      Bank
      National Trust Company, as Trustee for the Holders of Home Equity Mortgage
      Loan
      Asset-Backed Certificates, of the above-referenced Series, the documents
      referred to below (the “Documents”).
      All
      capitalized terms not otherwise defined in this Request for Release shall have
      the meanings given them in the Pooling and Servicing Agreement (the
“Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series among the Trustee, IndyMac Bank, F.S.B.,
      as Seller and Servicer and IndyMac ABS, Inc., as Depositor.

     

    
      	
              (__)

               

            	
              Mortgage
                Note dated ____________, ____, in the original principal sum of
                $__________, made by __________________ payable to, or endorsed to
                the
                order of, the Trustee.

               

            
	
              (__)

               

            	
              Mortgage
                recorded on ________________ as instrument no. __________ in the
                County
                Recorder’s Office of the County of ____________, State of ___________ in
                book/reel/docket __________of official records at page/image
                ___________.

               

            
	
              (__)

               

            	
              Deed
                of Trust recorded on ____________ as instrument no. ____________
                in the
                County Recorder’s Office of the County of ___________, State of __________
                in book/reel/docket _____________ of official records at page/image
                ___________.

               

            
	
              (__)

               

            	
              Assignment
                of Mortgage or Deed of Trust to the Trustee, recorded on ____________,
                ____, as instrument no. __________ in the County Recorder’s Office of the
                County of ________, State of _________ in book/reel/docket _________
                of
                official records at page/image _____________.

               

            
	
              (__)

               

            	
              Other
                documents, including any amendments, assignments or other assumptions
                of
                the Mortgage Note or Mortgage.

               

            
	 	
              (__)

            	 
	 	
              (__)

            	 
	 	
              (__)

            	 
	 	
              (__)

            	 


    

     

    The
      undersigned Servicer hereby acknowledges and agrees as follows:

     

    (1) The
      Servicer shall hold and retain possession of the Documents in trust for the
      benefit of the Trustee, solely for the purposes provided in the
      Agreement.

     

    (2) The
      Servicer shall not cause or knowingly permit the Documents to become subject
      to,
      or encumbered by, any claim, liens, security interest, charges, writs of
      attachment or other impositions nor shall the Servicer assert or seek to assert
      any claims or rights of setoff to or against the Documents or any proceeds
      thereof.

     

    (3) The
      Servicer shall return each and every Document previously requested from the
      Mortgage File to the Trustee when the need therefor no longer exists, unless
      the
      Mortgage Loan relating to the Documents has been liquidated and the proceeds
      thereof have been remitted to the Certificate Account and except as expressly
      provided in the Agreement.

     

    (4) The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Servicer shall at all times be earmarked
      for the account of the Trustee, and the Servicer shall keep the Documents and
      any proceeds separate and distinct from all other property in the Servicer’s
      possession, custody or control.

     

    
      	 	 	 	 	 	 	 	
              IndyMac
                Bank, F.S.B.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Its:

            	 


    

    


     

    Date:
      ________________

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      N

    


    


    FORM
      OF
      REQUEST FOR RELEASE OF DOCUMENTS

     

    
      	
              To:

            	
              Deutsche
                Bank National Trust Company, Attn: Trust Admin. -
                IN07G1

            


    

    


    
      	
              Re:

            	
              The
                Pooling & Servicing Agreement dated as of February 1, 2007 among
                IndyMac Bank, F.S.B., as Seller and Servicer, IndyMac ABS, Inc.,
                as
                Depositor, and Deutsche Bank National Trust Company as Trustee
                

            


    

    


    Ladies
      and Gentlemen:

    


    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      for IndyMac ABS, Inc., we request the release of the Mortgage Loan File for
      the
      Mortgage Loans described below, for the reason indicated.

     

    FT
      Account #:  Pool
      #:

    


    Mortgagor’s
      Name, Address and Zip Code:

    


    Mortgage
      Loan Number:

    


    Reason
      for Requesting Documents
      (check
      one)

    


    _______1. Mortgage
      Loan paid in full (IndyMac hereby certifies that all amounts have been
      received.)

    


    _______2. Mortgage
      Loan Liquidated (IndyMac hereby certifies that all proceeds of foreclosure,
      insurance, or other liquidation have been finally received.)

    


    _______3. Mortgage
      Loan in Foreclosure.

    


    _______4. Other
      (explain): ____________________________________

    


    If
      item 1
      or 2 above is checked, and if all or part of the Mortgage File was previously
      released to us, please release to us our previous receipt on file with you,
      as
      well as an additional documents in your possession relating to the
      above-specified Mortgage Loan. If item 3 or 4 is checked, upon return of all
      of
      the above documents to you as Trustee, please acknowledge your receipt by
      signing in the space indicated below, and returning this form.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    IndyMac
      Bank, F.S.B.

    888
      East
      Walnut Street

    Pasadena,
      California 91101

    


    
      	
               

              By:

            	 	 
	
              Name:

            	 	 
	
              Title:

            	 	 
	 	 	 
	
              Date:

            	 	 


    

    


    


    Trustee
      Consent to Release and

    Acknowledgment
      of Receipt

    


    
      	
               

              By:

            	 	 
	
              Name:

            	 	 
	
              Title:

            	 	 
	 	 	 
	
              Date:

            	 	 


    

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



     

    EXHIBIT
      O-1

     

     

    FORM
      OF
      CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

     

    Re: IndyMac
      ABS Inc.

    Home
      Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-1 

    


    I,
      [identify the certifying individual], certify that:

     

    1. I
      have
      reviewed this report on Form 10-K and all reports on Form 10-D required to
      be
      filed in respect of the period covered by this report on Form 10-K of Home
      Equity Mortgage Loan Asset-Backed Trust, Series INDS 2007-1 (the “Exchange Act
      periodic reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act periodic reports, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, the distribution, servicing and other information required to
      be
      provided under Form 10-D for the period covered by this report is included
      in
      the Exchange Act periodic reports;

     

    4. Based
      on
      my knowledge and the servicer compliance statement required in this report
      under
      Item 1123 of Regulation AB and except as disclosed in the Exchange Act periodic
      reports, the servicer has fulfilled its obligations under the servicing
      agreement in all material respects; and

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Deutsche Bank National Trust
      Company.

     

    Date:
      __________________

     

    
      	 	 
	 	
              [Signature]

              [Title]

            


    

    


     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    EXHIBIT
      O-2

    


    


     

    TRUSTEE’S
      OFFICER’S CERTIFICATE 

     

    


    I,
      ____________________, a duly elected and acting officer of Deutsche Bank
      National Trust Company (the “Trustee”) hereby certify as follows: 

     

    Reference
      is hereby made to the Pooling and Servicing Agreement dated as of February
      1,
      2007 (the “Pooling Agreement”) by and among IndyMac Bank, F.S.B., as seller and
      servicer, IndyMac ABS, Inc., as depositor and Deutsche Bank National Trust
      Company, as trustee, pursuant to which was created the Home Equity Mortgage
      Loan
      Asset-Backed Trust, Series INDS 2007-1 (the “Trust”). Capitalized terms used
      herein but not defined shall have the meanings assigned to them in the Pooling
      Agreement. 

     

    1. I
      am an
      authorized officer of the Trustee and I have reviewed this annual report on
      Form
      10-K and all reports on Form 10-D required to be filed in respect of the period
      covered by this report on Form 10-K of Home Equity Mortgage Loan Asset-Backed
      Trust, Series INDS 2007-1 (the “Exchange Act Periodic Reports”);

     

    2. For
      purposes of this certificate, “Relevant Information” means the information in
      the report on assessment of the Trustee’s compliance with the servicing criteria
      set forth in Item 1122(d) of Reg AB (the “Servicing Assessment”), the registered
      public accounting firm’s attestation provided in accordance with Rules 13a-18
      and 15d-18 under the Exchange Act and Section 1122(b) of Reg AB ( the
“Attestation Report”) applicable to the Trustee and the Monthly Statements
      (excluding information provided, or based on information provided, by the
      Servicer or any servicer) and those items in Exhibit S attached to the Pooling
      and Servicing Agreement which indicate the 4.03 statement or the Trustee as
      the
      responsible party during the Relevant Year. Based on my knowledge, the Relevant
      Information, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual report;
      and

     

    3. Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Pooling and Servicing Agreement is included in the Monthly
      Statements.

     

    4. I
      am
      responsible for reviewing the activities performed by the Trustee, as servicer
      under the Pooling Agreement during the Relevant Year. Based upon the review
      required by the Pooling Agreement and except as disclosed in the Servicing
      Assessment or Attestation Report, to the best of my knowledge, the Trustee
      has
      fulfilled its obligations under the Pooling Agreement throughout the Relevant
      Year. Relevant Year shall mean 200__. 

     

    DATED
      as
      of _____________, 200____. 

     

    By:
      _____________________________

    Name:
      

    Title:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      P

    


    [RESERVED]

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    EXHIBIT
      Q

    


    


    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

     

    

      

      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      383
        MADISON AVENUE

      NEW
        YORK,
        NEW YORK 10179

      212-272-4009

      


      


      DATE:                               
           February
        14, 2007

         

      TO:                                                  
         Deutsche
        Bank National Trust Company, not in its individual capacity, but solely as
        Supplemental Interest Trust Trustee, with respect to Home Equity Mortgage
        Loan
        Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage Loan Asset-Backed
        Certificates, Series INDS 2007-1

      


      ATTENTION:                  
           Trust
        Administration IN07G1

      TELEPHONE:                
           714-247-6000  

      FACSIMILE:                   
           714-656-2626 

      


      FROM:                             
           Derivatives
        Documentation

      TELEPHONE:                    212-272-2711
        

      FACSIMILE:                  
            212-272-9857
        

      


      SUBJECT:                                  
           Mortgage
        Derivatives Confirmation and Agreement 

      


      REFERENCE
        NUMBER:          
 FXINDS071

      


      The
        purpose of this long-form confirmation (“Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between
        Bear Stearns Financial Products Inc. (“Party
        A”) and
        Deutsche Bank National Trust Company, not in its individual capacity, but
        solely
        as Supplemental Interest Trust Trustee, with respect to Home Equity Mortgage
        Loan Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage Loan
        Asset-Backed Certificates, Series INDS 2007-1 (“Party B”). Reference is hereby
        made to the Pooling and Servicing Agreement, dated as of February
        1, 2007, among IndyMac ABS, Inc., as depositor (the “Depositor”), IndyMac Bank,
        F.S.B., as seller (in that capacity, the “Seller”) and as servicer (in that
        capacity, the “Servicer”), and Deutsche Bank National Trust Company, as trustee
        (in that capacity, the “Trustee”) and as supplemental interest trust trustee (in
        that capacity, the “Supplemental Interest Trust Trustee”) (the “Pooling
        and Servicing Agreement”).
        This
        Confirmation evidences a complete and binding agreement between you and us
        to
        enter into the Transaction on the terms set forth below and replaces any
        previous agreement between us with respect to the subject matter hereof.
        This
        Confirmation constitutes a “Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 

      


      
        	1.        
                  	
                This
                  Confirmation shall supplement, form a part of, and be subject to
                  an
                  agreement in the form of the ISDA Master Agreement (Multicurrency
                  - Cross
                  Border) as published and copyrighted in 1992 by the International
                  Swaps
                  and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”),
                  as if Party A and Party B had executed an agreement in such form
                  on the
                  date hereof, with a Schedule as set forth in Item 4 of this Confirmation,
                  and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                  Subject
                  to New York Law Only version) as published and copyrighted in 1994
                  by the
                  International Swaps and Derivatives Association, Inc., with Paragraph
                  13
                  thereof as set forth in Annex A hereto (the “Credit
                  Support Annex”).
                  For the avoidance of doubt, the Transaction described herein shall
                  be the
                  sole Transaction governed by such ISDA Master Agreement. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 4 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 4 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      


      Each
        reference herein to a “Section” (unless specifically referencing the Pooling and
        Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
        a reference to a Section of the ISDA Master Agreement; each herein reference
        to
        a “Part” will be construed as a reference to the provisions herein deemed
        incorporated in a Schedule to the ISDA Master Agreement; each reference herein
        to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
        Support Annex.

      


      
        	
                2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

      


      Type
        of
        Transaction:             
   Interest
        Rate Swap

      


      Notional
        Amount:                                         
 With
        respect to any Calculation Period, the lesser of (i) the Scheduled Amount
        set
        forth for such period on Schedule I attached hereto and (ii) the product
        of (x)
        1/Scale Factor and (y) the aggregate principal balance of the Mortgage Loans
        as
        of the first day of the Remittance Period in which the related Calculation
        Period begins.

      


      Trade
        Date:                                        
  February
        1, 2007

      


      Effective
        Date:                                  
  February
        9, 2007

      


      Termination
        Date:                                        
 February
        25, 2014 subject to adjustment in accordance with the Business Day Convention;
        provided, however, that for the purpose of determining the final Fixed Rate
        Payer Period End Date, Termination Date shall be subject to No
        Adjustment.

      


      Fixed
        Amounts:

      


      Fixed
        Rate
        Payer:               
  Party
        B

      


      Fixed
        Rate Payer

      Period
        End
        Dates:                         
 The
        25th
        calendar
        day of each month during the Term of this Transaction, commencing March 25,
        2007, and ending on the Termination Date, with No Adjustment.

      


      Fixed
        Rate Payer

      Payment
        Dates:                              
 The
        25th
        calendar
        day of each month during the Term of this Transaction, commencing March 25,
        2007, and ending on the Termination Date,
        subject
        to adjustment in accordance with the Business Day Convention.

      


      Fixed
        Rate:                          
  5.468%

      


      Fixed
        Amount:                    
  To
        be
        determined in accordance with the following formula: 

      


      Scale
        Factor* Fixed Rate * Notional Amount * Fixed Rate Day Count
        Fraction

      


      Fixed
        Rate Day 

      Count
        Fraction:                  
  30/360

      


      Floating
        Amounts: 

      


      Floating
        Rate Payer:          
  Party
        A

      


      Floating
        Rate Payer

      Period
        End
        Dates:                         
 The
        25th
        calendar
        day of each month during the Term of this Transaction, commencing March 25,
        2007, and ending on the Termination Date, subject to adjustment in accordance
        with the Business Day Convention.

      


      Floating
        Rate Payer 

      Payment
        Dates:                              
 The
        25th
        calendar
        day of each month during the Term of this Transaction, commencing March 25,
        2007, and ending on the Termination Date, subject to adjustment in accordance
        with the Business Day Convention.

       

      Floating
        Rate Option:           USD-LIBOR-BBA

      


      Designated
        Maturity:                      
 One
        Month

      


      Floating
        Amount:               
  To
        be
        determined in accordance with the following formula: 

      


      Scale
        Factor * Floating Rate Option * Notional Amount * Floating Rate Day Count
        Fraction

      


      Designated
        Maturity:                      
 One
        month


      


      Floating
        Rate Day 

      Count
        Fraction:                   
  Actual/360

      


      Reset
        Dates:                       
  The
        first
        day of each Calculation Period.

      


      Compounding:                       Inapplicable

       

      Business
        Days:                   
  New
        York

      


      Business
        Day Convention:   Following

      


      Scale
        Factor:                                    
 250

      


      Calculation
        Agent:              
  Party
        A

      


      


      3.        
          Additional
        Provisions:                                
 For
        each
        Calculation Period, Counterparty will make available on its website
        https://www.tss.db.com/invr indicating the outstanding principal balance
        of the
        Mortgage Loans as of the first day of the Remittance Period.

      


      
        	
                4.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

      


      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

      


      For
        the
        purposes of this Agreement:-

      


      (a)       
         “Specified
        Entity”
        will not
        apply to Party A or Party B for any purpose. 

      


      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will have the meaning specified in Section
                  14.

              


      

      


      
        	
                (c)

              	
                Events
                  of Default.

              


      

      


      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

      


      
        	(i)  	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided, however, that notwithstanding anything to the
                  contrary
                  in Section 5(a)(i) or in Paragraph 7 of the Credit Support Annex,
                  any
                  failure by Party A to comply with or perform any obligation to
                  be complied
                  with or performed by Party A under the Credit Support Annex shall
                  not
                  constitute an Event of Default under Section 5(a)(i) unless (A)
                  a Required
                  Ratings Downgrade Event has occurred and been continuing for 30
                  or more
                  Local Business Days and (B) such failure is not remedied on or
                  before the
                  third Local Business Day after notice of such failure is given
                  to Party
                  A.

              


      

      


      
        	(ii)  	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(iii)  	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex; provided, however, that notwithstanding anything
                  to the
                  contrary in Section 5(a)(iii)(1), any failure by Party A to comply
                  with or
                  perform any obligation to be complied with or performed by Party
                  A under
                  the Credit Support Annex shall not constitute an Event of Default
                  under
                  Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event
                  has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

      


      
        	(iv)  	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

      


      
        	(v)  	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(vi)  	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


      

      


      “Specified
        Indebtedness” will have the meaning specified in Section 14.

      


      “Threshold
        Amount” means USD 100,000,000.

      


      
        	(vii)  	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
                  is
                  hereby amended by adding after the words “against it” the words
                  “(excluding any proceeding or petition instituted or presented by
                  Party A
                  or its Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by
                  deleting the words “to (7) inclusive” and inserting lieu thereof “, (3),
                  (4) as amended, (5), (6) as amended, or
                  (7)”.

              


      

      


      
        	(viii)  	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      (d)       
         Termination
        Events.

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

      


      (i)        
         The
        “Illegality”
        provisions of Section 5(b)(i) will apply to Party A and will apply to Party
        B.

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A and will apply
                  to
                  Party B. 

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided that Party A shall not be entitled to designate
                  an Early
                  Termination Date by reason of a Tax Event upon Merger in respect
                  of which
                  it is the Affected Party.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

      


      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      (f)      
          Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

      


      
        	(i)       
                  	
                The
                  Second Method will apply.

              


      

      


      
        	(ii)      
                  	
                Market
                  Quotation will apply, provided, however, that, if Party A is the
                  Defaulting Party or the sole Affected Party, the following provisions
                  will
                  apply:

              


      

      


      
        	 	
                (A)

              	
                Section
                  6(e) is hereby amended by inserting on the first line thereof the
                  words
                  “or is effectively designated” after “If an Early Termination Date
                  occurs”;

              


      

      


      
        	 	
                (B)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the following:


              


      

      


      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, and a party making the
        determination, an amount determined on the basis of one or more Firm Offers
        from
        Reference Market-makers that are Eligible Replacements. Each Firm Offer will
        be
        (1) for an amount that would be paid to Party B (expressed as a negative
        number)
        or by Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (2) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date are to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker that is an Eligible Replacement to provide its Firm Offer to
        the
        extent reasonably practicable as of the same day and time (without regard
        to
        different time zones) on or as soon as reasonably practicable after the
        designation or occurrence of the relevant Early Termination Date. The day
        and
        time as of which those Firm Offers are to be provided (the “bid time”) will be
        selected in good faith by the party obliged to make a determination under
        Section 6(e), and, if each party is so obliged, after consultation with the
        other. If at least one Firm Offer from an Approved Replacement (which, if
        accepted, would determine the Market Quotation) is provided at the bid time,
        the
        Market Quotation will be the Firm Offer (among such Firm Offers as specified
        in
        clause (C) below) actually accepted by Party B no later than the Business
        Day
        immediately preceding the Early Termination Date. If no Firm Offer from an
        Approved Replacement (which, if accepted, would determine the Market Quotation)
        is provided at the bid time, it will be deemed that the Market Quotation
        in
        respect of such Terminated Transaction or group of Transactions cannot be
        determined.

      


      
        	 	
                (C)

              	
                If
                  more than one Firm Offer from an Approved Replacement (which, if
                  accepted,
                  would determine the Market Quotation) is provided at
                  the bid time,
                  Party B shall accept the Firm Offer (among such Firm Offers) which
                  would
                  require either (x) the lowest payment by Party B to the Reference
                  Market-maker, to the extent Party B would be required to make a
                  payment to
                  the Reference Market-maker or (y) the highest payment from the
                  Reference
                  Market-maker to Party B, to the extent the Reference Market-maker
                  would be
                  required to make a payment to Party B. If only one Firm Offer from
                  an
                  Approved Replacement (which, if accepted, would determine the Market
                  Quotation) is provided at the bid time, Party B shall accept such
                  Firm
                  Offer.

              


      

      


      
        	 	
                (D)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so.


              


      

      


      
        	 	
                (E)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

      


      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      (g)       
         “Termination
        Currency”
        means
        USD.

      


      (h)       
         Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

      


      Part
        2.  Tax
        Matters.

      


      (a)       
         Tax
        Representations. 

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

       

      (A)      
         Party
        A
        makes the following representation(s):

      


      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. 

      


      In
        making
        this representation, it may rely on: 

      


      
        	 	
                (1)

              	
                the
                  accuracy of any representations made by the other party pursuant
                  to
                  Section 3(f) of this Agreement; 

              


      

      


      
        	 	
                (2)

              	
                the
                  satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                  of
                  this Agreement and the accuracy and effectiveness of any document
                  provided
                  by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of
                  this
                  Agreement; and 

              


      

      


      
        	 	
                (3)

              	
                the
                  satisfaction of the agreement of the other party contained in Section
                  4(d)
                  of this Agreement, provided that it shall not be a breach of this
                  representation where reliance is placed on clause (ii) and the
                  other party
                  does not deliver a form or document under Section 4(a)(iii) by
                  reason of
                  material prejudice to its legal or commercial
                  position.

              


      

      
        	 	 	 


      

      (B)       
         Party
        B
        makes the following representation(s):

      


      None.

      


      (ii)      
          Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement: 

       

      (A)       
         Party
        A
        makes the following representation(s):

      


      Party
        A
        is a corporation organized under the laws of the State of Delaware and its
        U.S.
        taxpayer identification number is 13-3866307.

      
        	 	 	 


      

      (B)       
         Party
        B
        makes the following representation(s):

      


      None.

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, such that Party
                  B
                  shall not be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  Notwithstanding the definition of “Indemnifiable Tax” in Section 14 of
                  this Agreement, all Taxes in relation to payments by Party A shall
                  be
                  Indemnifiable Taxes (including any Tax imposed in relation to a
                  Credit
                  Support Document or in relation to any payment thereunder) unless
                  (i) such
                  Taxes are assessed directly against Party B and not by deduction
                  or
                  withholding by Party A or (ii) arise as a result of a Change in
                  Tax Law
                  (in which case such Tax shall be an Indemnifiable Tax only if such
                  Tax
                  satisfies the definition of Indemnifiable Tax provided in Section
                  14). In
                  relation to payments by Party B, no Tax shall be an Indemnifiable
                  Tax.

              


      

      


      Part
        3.  Agreement
        to Deliver Documents.  

      


      (a) For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

       

      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              
	
                Party
                  A

              	
                An
                  original properly completed and executed United States Internal
                  Revenue
                  Service Form W-9 (or any successor thereto) with respect to any
                  payments
                  received or to be received by Party A that eliminates U.S. federal
                  withholding and backup withholding Tax on payments to Party A under
                  this
                  Agreement.

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  promptly upon the reasonable demand by Party B, (iv) prior to the
                  expiration or obsolescence of any previously delivered form, and
                  (v)
                  promptly upon the information on any such previously delivered
                  form
                  becoming inaccurate or incorrect.

              
	 	 	 
	
                Party
                  B

              	
                (i)
                  Upon execution of this Agreement, an original properly completed
                  and
                  executed United States Internal Revenue Service Form W-9 (or any
                  successor
                  thereto) with respect to any payments received or to be received
                  by the
                  initial beneficial owner of payments to Party B that eliminates
                  U.S.
                  federal withholding and backup withholding Tax on payments to Party
                  B
                  under this Agreement, and (ii) thereafter, the appropriate tax
                  certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                  W-8EXP
                  or W-8ECI, as applicable (or any successor form thereto)) with
                  respect to
                  any payments received or to be received by the beneficial owner
                  of
                  payments to Party B under this Agreement from time to time.
                  

              	
                (i)
                  upon execution of this Agreement, (ii) on or before the first payment
                  date
                  under this Agreement, including any Credit Support Document, (iii)
                  in the
                  case of a tax certification form other than a Form W-9, before
                  December 31
                  of each third succeeding calendar year, (iv) promptly upon the
                  reasonable
                  demand by Party B, (v) prior to the expiration or obsolescence
                  of any
                  previously delivered form, and (vi) promptly upon the knowledge
                  that
                  information on any such previously delivered form becoming inaccurate
                  or
                  incorrect.

              


      

      


      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

       

      
        	
                Party
                  required to deliver document

              	
                Form/Document/

                Certificate

              	
                Date
                  by which to

                be
                  delivered

              	
                Covered
                  by Section 3(d) Representation

              
	
                Party
                  A and

                Party
                  B

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

              	
                Upon
                  the execution and delivery of this Agreement

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                Annual
                  Report of Party A containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A

              	
                Quarterly
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s fiscal quarter prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	
                Upon
                  request by Party B

              	
                Yes

              
	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	
                An
                  opinion of counsel of such party regarding the enforceability of
                  this
                  Agreement in a form reasonably satisfactory to the other
                  party.

              	
                Upon
                  the execution and delivery of this Agreement

              	
                No

              
	 	 	 	 
	
                Party
                  B

              	
                An
                  executed copy of the Pooling and Servicing Agreement

              	
                Promptly
                  upon filing of such agreement with the U.S. Securities and Exchange
                  Commission

              	
                No

              


      

      


      Part
        4.  Miscellaneous. 

      


      
        	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a) of this
                  Agreement:

              


      

      


      Address
        for notices or communications to Party A:

       

      Address:            
         383
        Madison Avenue, New York, New York 10179

      Attention:          
         DPC
        Manager 

      Facsimile:         
         (212)
        272-5823

      


      with
        a
        copy to:

      


      Address:            
         One
        Metrotech Center North, Brooklyn, New York 11201

      Attention:          
         Derivative
        Operations 7th Floor

      Facsimile:         
         (212)
        272-1634

      


      with
        a
        copy to:

      


      MBIA
        Insurance Corporation

      113
        King
        Street

      Armonk,
        NY 10504

      Attention:
        IPM-Structured

      Phone:
        914-273-4545

      Fax:
        914-735-3810

      (For
        all
        purposes)

      


      Address
        for notices or communications to Party B:

      


      Address:            
         Home
        Equity Mortgage Loan Asset Backed 

      
        	 	 	 	
                Trust
                  Series INDS 2007-1

              


      

      
        	 	 	 	
                C/O
                  Corporate Trust Office,

              


      

      
        	 	 	 	
                Deutsche
                  Bank National Trust Company

              


      

      
        	 	 	 	
                1761
                  East St. Andrew Place

              


      

      
        	 	 	 	
                Santa
                  Ana, CA 92705

              


      

      
        	 	 	 	 


      

      Attention:          
         Trust
        Administration IN07G1

      Facsimile:          
         (714)
        -656-2626

      
        	 	
                Phone:

              	 	
                (714)-247-6000

              


      

      


      with
        a
        copy to:

      


      MBIA
        Insurance Corporation

      113
        King
        Street

      Armonk,
        NY 10504

      Attention:
        IPM-Structured

      Phone:
        914-273-4545

      Fax:
        914-735-3810

      


      (For
        all
        purposes)

      


      (b)       
         Process
        Agent.
        For the
        purpose of Section 13(c):

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this Agreement; neither
                  Party A nor Party B has any Offices other than as set forth in
                  the Notices
                  Section.

              


      

      


      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      Party
        A
        is not a Multibranch Party.

      


      
        	 	
                Party
                  B is not a Multibranch Party.

              


      

      


      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A.

              


      

      


      (f)       
         Credit
        Support Document. 

       

      
        	 	
                Party
                  A:

              	
                The
                  Credit Support Annex, and any guarantee in support of Party A’s
                  obligations under this Agreement.

              


      

      


      Party
        B: The
        Credit Support Annex.

      


      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      Party
        A:             
 The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

      


      Party
        B:             
 None.

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

      


      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate.
                  Party A and Party B shall be deemed to have no Affiliates for purposes
                  of
                  this Agreement, including for purposes of Section
                  6(b)(ii).

              


      

       

      Part
        5.  Others
        Provisions.

      


      
        	
                (a)

              	
                Definitions.
                  Unless
                  otherwise specified in a Confirmation, this Agreement and each
                  Transaction
                  under this Agreement are subject to the 2000 ISDA Definitions as
                  published
                  and copyrighted in 2000 by the International Swaps and Derivatives
                  Association, Inc. (the “Definitions”),
                  and will be governed in all relevant respects by the provisions
                  set forth
                  in the Definitions, without regard to any amendment to the Definitions
                  subsequent to the date hereof. The provisions of the Definitions
                  are
                  hereby incorporated by reference in and shall be deemed a part
                  of this
                  Agreement, except that (i) references in the Definitions to a “Swap
                  Transaction” shall be deemed references to a “Transaction” for purposes of
                  this Agreement, and (ii) references to a “Transaction” in this Agreement
                  shall be deemed references to a “Swap Transaction” for purposes of the
                  Definitions. Each term capitalized but not defined in this Agreement
                  shall
                  have the meaning assigned thereto in the Pooling and Servicing
                  Agreement.

              


      

       

      (b)       
         Amendments
        to ISDA Master Agreement.

      


      
        	 	
                (i)

              	
                Single
                  Agreement.
                  Section 1(c) is hereby amended by the adding the words “including, for the
                  avoidance of doubt, the Credit Support Annex” after the words “Master
                  Agreement”. 

              


      

      


      
        	 	
                (ii)

              	
                [Reserved.]
                  

              


      

      


      
        	 	
                (iii)

              	
                [Reserved.]

              


      

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction, (ii) it has consulted with its own
                  legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party, (iii) it is not relying on any communication
                  (written or oral) of the other party as investment advice or as
                  a
                  recommendation to enter into this Transaction; it being understood
                  that
                  information and explanations related to the terms and conditions
                  of this
                  Transaction shall not be considered investment advice or a recommendation
                  to enter into this Transaction, and (iv) it has not received from
                  the
                  other party any assurance or guaranty as to the expected results
                  of this
                  Transaction.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the Transaction and has
                  made its
                  own decision to enter into the Transaction and (ii) it understands
                  the
                  terms, conditions and risks of the Transaction and is willing and
                  able to
                  accept those terms and conditions and to assume those risks, financially
                  and otherwise. 

              


      

      


      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

      


      
        	 	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

      


      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible swap participant” as such term is
                  defined in, Section 35.1(b)(2) of the regulations (17 C.F.R. 35)
                  promulgated under, and an “eligible contract participant” as defined in
                  Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

      


      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  and (ii) deleting the last paragraph thereof and inserting the
                  following
                  in lieu thereof:

              


      

      


      “Notwithstanding
        anything to the contrary in Section 7 (as amended herein) and Part 5(f),
        any
        transfer by Party A under this Section 6(b)(ii) shall not require the consent
        of
        Party B for such transfer if the following conditions are
        satisfied:

      


      
        	 	
                (1)

              	
                the
                  transferee (the “Section 6 Transferee”) is an Eligible
                  Replacement;

              


      

      


      
        	 	
                (2)

              	
                if
                  the Section 6 Transferee is domiciled in a different country or
                  political
                  subdivision thereof from both Party A and Party B, such transfer
                  satisfies
                  the Rating Agency Condition;

              


      

      


      
        	 	
                (3)

              	
                the
                  Section 6 Transferee will not, as a result of such transfer, be
                  required
                  on the next succeeding Scheduled Payment Date to withhold or deduct
                  on
                  account of any Tax (except in respect of default interest) amounts in
                  excess of that which Party A would, on the next succeeding Scheduled
                  Payment Date have been required to so withhold or deduct unless
                  the
                  Section 6 Transferee would be required to make additional payments
                  pursuant to Section 2(d)(i)(4) corresponding to such excess;
                  

              


      

      


      
        	 	
                (4)

              	
                a
                  Termination Event or Event of Default does not occur as a result
                  of such
                  transfer; and

              


      

      


      
        	 	
                (5)

              	
                the
                  Section 6 Transferee confirms in writing that it will accept all
                  of the
                  interests and obligations in and under this Agreement which are
                  to be
                  transferred to it in accordance with the terms of this
                  provision.”

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      (i)     
         S&P
        First Level Downgrade.
        If an
        S&P Approved Ratings Downgrade Event has occurred and is continuing and
        Party A fails to take any action described under Part (5)(d)(i)(1), within
        the
        time period specified therein, then an Additional Termination Event shall
        have
        occurred with respect to Party A, Party A shall be the sole Affected Party
        with
        respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transaction.

      


      (ii)   
         Moody’s
        First Rating Trigger Collateral.
        If (A)
        it is not the case that a Moody’s Second Trigger Ratings Event has occurred and
        been continuing for 30 or more Local Business Days and (B) Party
        A
        has failed to comply with or perform any obligation to be complied with or
        performed by Party A in accordance with the Credit Support Annex, then an
        Additional Termination Event shall have occurred with respect to Party A,
        Party
        A shall be the sole Affected Party with respect to such Additional Termination
        Event and all Transactions hereunder shall be Affected Transactions.


      


      (iii)  
         S&P
        Second Level Downgrade.
        If an
        S&P Required Ratings Downgrade Event has occurred and is continuing and
        Party A fails to take any action described under Part (5)(d)(i)(2) within
        the
        time period specified therein, then an Additional Termination Event shall
        have
        occurred with respect to Party A, Party A shall be the sole Affected Party
        with
        respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transaction.

      


      (iv)   
         Moody’s
        Second Rating Trigger Replacement.
        If (A) a
        Moody’s Second Trigger Ratings Event has occurred and been continuing for 30 or
        more Local Business Days and (B) (i) at least one Eligible Replacement has
        made
        a Firm Offer to be the transferee of all of Party A’s rights and obligations
        under this Agreement (and such Firm Offer remains an offer that will become
        legally binding upon such Eligible Replacement upon acceptance by the offeree)
        and/or (ii) an Eligible Guarantor has made a Firm Offer to provide an Eligible
        Guarantee (and such Firm Offer remains an offer that will become legally
        binding
        upon such Eligible Guarantor immediately upon acceptance by the offeree),
        then
        an Additional Termination Event shall have occurred with respect to Party
        A,
        Party A shall be the sole Affected Party with respect to such Additional
        Termination Event and all Transactions hereunder shall be Affected Transactions.
        

       

      (v)    
         Amendment
        of the Pooling and Servicing Agreement.
        If,
        without the prior written consent of Party A where such consent is required
        under the Pooling and Servicing Agreement (such consent not to be unreasonably
        withheld), an amendment is made to the Pooling and Servicing Agreement which
        amendment could reasonably be expected to have a material adverse effect
        on the
        interests of Party A under this Agreement, an Additional Termination Event
        shall
        have occurred with respect to Party B, Party B shall be the sole Affected
        Party
        with respect to such Additional Termination Event and all Transactions hereunder
        shall be Affected Transactions. 

      


      (vi) Optional
        Termination of Securitization.
        An
        Additional Termination Event shall occur upon the notice to Certificateholders
        of an Optional Termination becoming unrescindable in accordance with Article
        IX
        of the Pooling and Servicing Agreement (such notice, the “Optional
        Termination Notice”).
        With
        respect to such Additional Termination Event: (A) Party B shall be the sole
        Affected Party; (B) notwithstanding anything to the contrary in Section 6(b)(iv)
        or Section 6(c)(i), the final Distribution Date specified in the Optional
        Termination Notice is hereby designated as the Early Termination Date for
        this
        Additional Termination Event in respect of all Affected Transactions; (C)
        Section 2(a)(iii)(2) shall not be applicable to any Affected Transaction
        in
        connection with the Early Termination Date resulting from this Additional
        Termination Event; notwithstanding anything to the contrary in Section 6(c)(ii),
        payments and deliveries under Section 2(a)(i) or Section 2(e) in respect
        of the
        Terminated Transactions resulting from this Additional Termination Event
        will be
        required to be made through and including the Early Termination Date designated
        as a result of this Additional Termination Event; provided, for the avoidance
        of
        doubt, that any such payments or deliveries that are made on or prior to
        such
        Early Termination Date will not be treated as Unpaid Amounts in determining
        the
        amount payable in respect of such Early Termination Date; (D) notwithstanding
        anything to the contrary in Section 6(d)(i), (I) if, no later than 4:00 pm
        New
        York City time on the day that is four Business Days prior to the final
        Distribution Date specified in the Optional Termination Notice, the Trustee
        requests the amount of the Estimated Swap Termination Payment, Party A shall
        provide to the Trustee in writing (which may be done in electronic format)
        the
        amount of the Estimated Swap Termination Payment no later than 2:00 pm New
        York
        City time on the following Business Day and (II) if the Trustee provides
        written
        notice (which may be done in electronic format) to Party A no later than
        two
        Business Days prior to the final Distribution Date specified in the Optional
        Termination Notice that all requirements of the Optional Termination have
        been
        met, then Party A shall, no later than one Business Day prior to the final
        Distribution Date specified in the Optional Termination Notice, make the
        calculations contemplated by Section 6(e) of the ISDA Master Agreement (as
        amended herein) and provide to the Trustee in writing (which may be done
        in
        electronic format) the amount payable by either Party B or Party A in respect
        of
        the related Early Termination Date in connection with this Additional
        Termination Event; provided, however, that the amount payable by Party B,
        if
        any, in respect of the related Early Termination Date shall be the lesser
        of (x)
        the amount calculated to be due by Party B pursuant to Section 6(e) and (y)
        the
        Estimated Swap Termination Payment; and (E) notwithstanding anything to the
        contrary in this Agreement, any amount due from Party B to Party A in respect
        of
        this Additional Termination Event will be payable on the final Distribution
        Date
        specified in the Optional Termination Notice and any amount due from Party
        A to
        Party B in respect of this Additional Termination Event will be payable one
        Business Day prior to the final Distribution Date specified in the Optional
        Termination Notice; and (F) for purposes of determining the payment under
        Section 6(e) of the ISDA Master Agreement, for all Calculation Periods beginning
        on or after the Early Termination Date, the definition of Notional Amount
        in the
        Confirmation shall be deleted in its entirety and replaced with the following:
        “With respect to each Calculation Period, the Scheduled Amount for such
        Calculation Period as set forth in the Schedule of Scheduled Amounts attached
        hereto multiplied by the quotient of (A) the Notional Amount for the Calculation
        Period immediately prior to the Early Termination Date divided by (B) the
        Scheduled Amount for the Calculation Period immediately prior to the Early
        Termination Date as set forth in the Schedule of Scheduled Amounts attached
        hereto.

      


      


      The
        Trustee shall be an express third party beneficiary of this Agreement as
        if a
        party hereto to the extent of the Trustee’s rights specified herein.


      


      (vii)  
         Failure
        to Pay Class A and Class A-IO Certificates.
        If (a)
        the Trustee on behalf of the Trust, is unable to pay, or fails or admits
        in
        writing its inability to pay (1) on any Distribution Date, any Accrued Interest
        Certificate Distribution Amount with respect to the Class A and Class A-IO
        Certificates or (2) by the Distribution Date immediately following the maturity
        date for the Mortgage Loan with the latest maturity date, the ultimate payment
        of principal with respect to the Class A Certificates, in either case to
        the
        extent required pursuant to the terms of the Pooling and Servicing Agreement
        to
        be paid to the Class A Certificates and (b) such payment is not made on or
        before the third Local Business Day after notice has been given by Bear Stearns
        to the Certificate Insurer of the inability to make any such payment, then
        an
        Additional Termination Event shall have occurred with respect to Party B,
        Party
        B shall be the sole Affected Party and all Transactions hereunder shall be
        Affected Transactions.

      


      
        	
                (d)

              	
                Rating
                  Agency Downgrade.  

              


      

      


      (i)  
         S&P
        Downgrade:

      


      
        	 	
                (1)

              	
                In
                  the event that an S&P Approved Ratings Downgrade Event occurs and is
                  continuing, then within 30 days after such rating downgrade, Party
                  A
                  shall, subject to the Rating Agency Condition with respect to S&P, at
                  its own expense, either (i) procure a Permitted Transfer, (ii)
                  obtain an
                  Eligible Guarantee or (iii) post collateral in accordance with
                  the Credit
                  Support Annex.

              


      

      


      
        	 	
                (2)

              	
                In
                  the event that an S&P Required Ratings Downgrade Event occurs and is
                  continuing, then within 10 Local Business Days after such rating
                  withdrawal or downgrade, Party A shall, subject to the Rating Agency
                  Condition with respect to S&P, at its own expense, procure either (i)
                  a Permitted Transfer or (ii) an Eligible
                  Guarantee.

              


      

      


      (ii) 
         Moody’s
        Downgrade.

      


      
        	 	
                (1)
                  

              	
                In
                  the event that a Moody’s Second Trigger Ratings Event occurs and is
                  continuing, Party A shall, as soon as reasonably practicable thereafter,
                  at its own expense and using commercially reasonable efforts, either
                  (i)
                  procure a Permitted Transfer or (ii) obtain an Eligible Guarantee.
                  

              


      

      


      


      
        	
                (e)
                  

              	
                Item
                  1115 Agreement.
                  Party A and Party B hereby agree that the terms of the Item 1115
                  Agreement, dated as of November 15, 2006 (the “Item
                  1115 Agreement”),
                  among IndyMac Bank F.S.B (“Sponsor“), IndyMac ABS, Inc, (a “Depositor”),
                  IndyMac MBS, Inc. (a “Depositor”) and Bear Stearns Financial Products Inc.
                  (the “Derivative Provider”) shall be incorporated by reference into this
                  Agreement and Party B shall be an express third party beneficiary
                  of the
                  Item 1115 Agreement. A copy of the Item 1115 Agreement is annexed
                  hereto
                  at Annex B.

              


      

      


      
        	
                (f)

              	
                Transfers. 

              


      

       

      (i)         
         Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to a Permitted Transfer pursuant to Section 6(b)(ii), Part 5(d),
        Part 5(b)(v) or the succeeding sentence, neither Party A nor Party B is
        permitted to assign, novate or transfer (whether by way of security or
        otherwise) as a whole or in part any of its rights, obligations or interests
        under the Agreement or any Transaction unless (a) the prior written consent
        of
        the other party is obtained and (b) the Rating Agency Condition has been
        satisfied with respect to S&P. At any time at which no Relevant Entity has
        credit ratings at least equal to the Approved Ratings Threshold, Party A
        may
        make a Permitted Transfer. Notwithstanding anything to the contrary in this
        Agreement, neither Party A nor Party B is permitted to assign, novate or
        transfer (whether by way of security or otherwise) as a whole or in part
        any of
        its rights, obligations or interests under the Agreement or any Transaction
        unless the prior written consent of the Certificate Insurer is obtained”


       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, execute such documentation
                  provided to it as is reasonably deemed necessary by Party A to
                  effect such
                  transfer. 

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and agree that, notwithstanding any provision
                  in this
                  Agreement to the contrary, the obligations of Party B hereunder
                  are
                  limited recourse obligations of Party B, payable solely from the
                  Supplemental Interest Trust and
                  the proceeds thereof, in accordance with the priority of payments
                  and
                  other terms of the Pooling and Servicing Agreement and that Party
                  A will
                  not have any recourse to any of the directors, officers, agents,
                  employees, shareholders or affiliates of Party B with respect to
                  any
                  claims, losses, damages, liabilities, indemnities or other obligations
                  in
                  connection with any transactions contemplated hereby. In the event
                  that
                  the Supplemental Interest Trust and the proceeds thereof, should
                  be
                  insufficient to satisfy all claims outstanding and following the
                  realization of the Supplemental Interest Trust and the proceeds
                  thereof,
                  any claims against or obligations of Party B under this Agreement
                  or any
                  other confirmation thereunder still outstanding shall be extinguished
                  and
                  thereafter not revive. The Supplemental Interest Trust Trustee
                  shall not
                  have liability for any failure or delay in making a payment hereunder
                  to
                  Party A due to any failure or delay in receiving amounts in the
                  Supplemental Interest Trust from the Trust created pursuant to
                  the Pooling
                  and Servicing Agreement. This provision will survive the termination
                  of
                  this Agreement.

              


      

      


      
        	
                (h)

              	
                Timing
                  of Payments
                  by Party B upon Early Termination.
                  Notwithstanding anything to the contrary in Section 6(d)(ii), to
                  the
                  extent that all or a portion (in either case, the “Unfunded Amount”) of
                  any amount that is calculated as being due in respect of any Early
                  Termination Date under Section 6(e) from Party B to Party A will
                  be paid
                  by Party B from amounts other than any upfront payment paid to
                  Party B by
                  an Eligible Replacement that has entered a Replacement Transaction
                  with
                  Party B, then such Unfunded Amount shall be due on the next subsequent
                  Distribution Date following the date on which the payment would
                  have been
                  payable as determined in accordance with Section 6(d)(ii), and
                  on any
                  subsequent Distribution Dates until paid in full (or if such Early
                  Termination Date is the final Distribution Date, on such final
                  Distribution Date); provided, however, that if the date on which
                  the
                  payment would have been payable as determined in accordance with
                  Section
                  6(d)(ii) is a Distribution Date, such payment will be payable on
                  such
                  Distribution Date.

              


      

      


      
        	
                (i)

              	
                Rating
                  Agency Notifications. Notwithstanding
                  any other provision of this Agreement, no Early Termination Date
                  shall be
                  effectively designated hereunder by Party B and no transfer of
                  any rights
                  or obligations under this Agreement shall be made by either party
                  unless
                  each Swap Rating Agency has been given prior written notice of
                  such
                  designation or transfer. 

              


      

      


      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”.

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless each of the Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to
                  S&P.

              


      

      


      
        	
                (l)

              	
                Notice
                  of Certain Events or Circumstances.
                  Each Party agrees, upon learning of the occurrence or existence
                  of any
                  event or condition that constitutes (or that with the giving of
                  notice or
                  passage of time or both would constitute) an Event of Default or
                  Termination Event with respect to such party, promptly to give
                  the other
                  Party and to each Swap Rating Agency notice of such event or condition;
                  provided that failure to provide notice of such event or condition
                  pursuant to this Part 5(l) shall not constitute an Event of Default
                  or a
                  Termination Event.

              


      

       

      (m)       Proceedings.
        No
        Relevant Entity shall institute against, or cause any other person to institute
        against, or join any other person in instituting against Party B, the
        Supplemental Interest Trust, or the trust formed pursuant to the Pooling
        and
        Servicing Agreement, in any bankruptcy, reorganization, arrangement, insolvency
        or liquidation proceedings or other proceedings under any federal or state
        bankruptcy or similar law for a period of one year (or, if longer, the
        applicable preference period) and one day following payment in full of the
        Certificates and any Notes. This provision will survive the termination of
        this
        Agreement. 

      


      (n) Supplemental
        Interest Trust Trustee Liability Limitations.
        It is
        expressly understood and agreed by the parties hereto that (a) any such
        documentation is executed and delivered by Deutsche Bank National Trust Company
        not in its individual capacity, but solely as Supplemental Interest Trust
        Trustee under the Pooling and Servicing Agreement in the exercise of the
        powers
        and authority conferred and invested in it thereunder; (b) Deutsche Bank
        National Trust Company has been directed pursuant to the Pooling and Servicing
        Agreement to enter into this Agreement and to perform its obligations hereunder;
        (c) each of the representations, undertakings and agreements herein made
        on
        behalf of the Supplemental Interest Trust is made and intended not as personal
        representations of Deutsche Bank National Trust Company but is made and intended
        for the purpose of binding only the Supplemental Interest Trust; (d) nothing
        herein contained shall be construed as creating any liability on Deutsche
        Bank
        National Trust Company, individually or personally, to perform any covenant
        either expressed or implied contained herein, all such liability, if any,
        being
        expressly waived by the parties who are signatories to this letter agreement
        and
        by any person claiming by, through or under such parties, under no circumstances
        shall Deutsche
        Bank National Trust Company in its individual capacity be personally liable
        for
        any payments hereunder or for the breach or failure of any obligation,
        representation, warranty or covenant made or undertaken under this Agreement;
        (e) DBNTC has been directed, pursuant to the Pooling and Servicing Agreement,
        to
        enter into this Agreement and to perform its obligations hereunder.
        Notwithstanding anything herein to the contrary, in no event shall the foregoing
        affect (i) the rights of the Counterparty as an intended third party beneficiary
        under the Pooling and Servicing Agreement or (ii) the obligations of the
        Trustee
        under the Pooling and Servicing Agreement.

      


      


      
        	 	
                In
                  order to comply with laws, rules, regulations and executive orders
                  in
                  effect from time to time applicable to banking institutions, including
                  those relating to the funding of terrorist activities and money
                  laundering
                  (“Applicable Law”), Deutsche Bank National Trust Company is required to
                  obtain, verify and record certain information relating to individuals
                  and
                  entities which maintain a business relationship with Deutsche Bank
                  National Trust Company. Accordingly, each of the parties agree
                  to provide
                  to Deutsche Bank National Trust Company upon its request from time
                  to time
                  such identifying information and documentation as may be available
                  for
                  such party in order to enable the Deutsche Bank National Trust
                  Company to
                  comply with Applicable Law.

              


      

      


      
        	
                (o)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                  or provision in Section 14 to the extent it relates to, or is used
                  in or
                  in connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable. 

              


      

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition. 

      


      
        	
                (p)

              	
                Agent
                  for Party B. Party
                  A acknowledges that Party B has appointed the Supplemental Interest
                  Trust
                  Trustee as its agent under the Pooling and Servicing Agreement
                  to carry
                  out certain functions on behalf of Party B, and that the Supplemental
                  Interest Trust Trustee shall be entitled to give notices and to
                  perform
                  and satisfy the obligations of Party B hereunder on behalf of Party
                  B.

              


      

       

      


      
        	
                (q)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

       

      


      
        	
                (r)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any in respect of any suit, action or proceeding relating to this
                  Agreement or any Credit Support Document.


              


      

      


      
        	
                (s)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency -
                  Crossborder) as published and copyrighted in 1992 by the International
                  Swaps and Derivatives Association,
                  Inc.

              


      

      


      
        	
                (t)

              	
                Payment
                  Instructions.
                  Party A hereby agrees that, unless notified in writing by Party
                  B of other
                  payment instructions, any and all amounts payable by Party A to
                  Party B
                  under this Agreement shall be paid to the account specified in
                  Item 4 of
                  this Confirmation, below. 

              


      

      


      
        	
                (u)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  this Agreement
                  that it is entering into the Agreement and the Transaction as principal
                  and not as agent of any person. Deutsche Bank National Trust Company
                  represents to Party A on the date on which Party
                  B enters
                  into this Agreement that Deutsche Bank National Trust Company is
                  executing
                  the Agreement not in its individual capacity, but solely as Supplemental
                  Interest Trust Trustee on behalf of the Supplemental Interest
                  Trust.

              


      

      


      
        	
                (v)

              	
                Substantial
                  financial transactions.
                  Each party hereto is hereby advised and acknowledges as of the
                  date hereof
                  that the other party has engaged in (or refrained from engaging
                  in)
                  substantial financial transactions and has taken (or refrained
                  from
                  taking) other material actions in reliance upon the entry by the
                  parties
                  into the Transaction being entered into on the terms and conditions
                  set
                  forth herein and in the Pooling and Servicing Agreement relating
                  to such
                  Transaction, as applicable. This paragraph shall be deemed repeated
                  on the
                  trade date of each Transaction.

              


      

      


      
        	
                (w)

              	
                [Reserved].

              


      

      


      
        	
                (x)

              	
                [Reserved].

              


      

      


      (y)       
         Additional
        Definitions. 

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold and the Moody’s First Trigger
        Ratings Threshold.

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b), (c) and (d) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future payment
        obligations and obligations to post collateral of Party A or an Eligible
        Replacement to Party B under this Agreement that is provided by an Eligible
        Guarantor as principal debtor rather than surety and that is directly
        enforceable by Party B, the form and substance of which guarantee are subject
        to
        the Rating Agency Condition with respect to S&P.

      


                   
        “Eligible Guarantor”
        means an
        entity that (A) has credit ratings from S&P at least equal to the S&P
        Approved Ratings Threshold and (B) has credit ratings from Moody’s at least
        equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Guarantee of an Eligible Guarantor with
        credit ratings below the Moody’s First Trigger Ratings Threshold will not cause
        a Collateral Event (as defined in the Credit Support Annex) not to occur
        or
        continue with respect to Moody’s. An Eligible Guarantor shall provide to Party B
        in writing all credit ratings described in this definition, upon request
        of
        Party B

      


      “Eligible
        Replacement”
        means an
        entity (A) (i) (a) that has credit ratings from S&P at least equal to the
        S&P Approved Ratings Threshold, and (b) has credit ratings from Moody’s at
        least equal to the Moody’s Second Trigger Ratings Threshold, provided, for the
        avoidance of doubt, that an Eligible Replacement with credit ratings below
        the
        Moody’s First Trigger Ratings Threshold will not cause a Collateral Event (as
        defined in the Credit Support Annex) not to occur or continue with respect
        to
        Moody’s, or (ii) the present and future obligations (for the avoidance of doubt,
        not limited to payment obligations) of which entity to Party B under this
        Agreement are guaranteed pursuant to an Eligible Guarantee and (B) that has
        executed an Item 1115 Agreement with Depositor and Sponsor. An Eligible
        Guarantor shall provide to Party B in writing all credit ratings described
        in
        this definition, upon request of Party B

      


      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

      


      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings Event” means
        that no
        Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
        First Trigger Ratings Threshold. 

      


      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

      


      “Moody’s
        Second Trigger Ratings Event” means
        that no
        Relevant Entity has credit ratings from Moody’s at least equal to the Moody’s
        Second Trigger Ratings Threshold. 

      


      “Moody’s
        Second Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
        or counterparty rating from Moody’s of “A3”.

      


      “Permitted
        Transfer” means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part
        5(d),
        the Item 1115 Agreement, Part
        5(b)(v), or the second sentence of Section 7 (as amended herein) to a transferee
        (the “Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with
        respect to which transfer each of the following conditions is
        satisfied:
        (a) the
        Transferee is an Eligible Replacement; (b) Party A and the Transferee are
        both
“dealers in notional principal contracts” within the meaning of Treasury
        regulations section 1.1001-4 (in each case as certified by such entity);
        (c) as
        of the date of such transfer the Transferee would not be required to withhold
        or
        deduct on account of Tax from any payments under this Agreement or would
        be
        required to gross up for such Tax under Section 2(d)(i)(4); (d) an Event
        of
        Default or Termination Event would not occur as a result of such transfer;
        (e)
        pursuant to a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (g) Party A will be responsible for any costs or expenses
        incurred in connection with such transfer (including any replacement cost
        of
        entering into a replacement transaction); (h) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P or (B) each Swap Rating Agency has been given
        prior written notice of such transfer and such transfer is in connection
        with
        the assignment and assumption of this Agreement without modification of its
        terms, other than party names, dates relevant to the effective date of such
        transfer, tax representations (provided that the representations in Part
        2(a)(i)
        are not modified) and any other representations regarding the status of the
        substitute counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2)
        or Part 5(v)(ii), notice information and account details; and (i) such transfer
        otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of any Certificates
        or
        Notes (when considered without the effect of the Certificate Insurance
        Policy).

      


      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “Required
        Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the Required
        Ratings Threshold. For purposes of determining whether a Required Ratings
        Downgrade Event has occurred, each Relevant Entity shall provide its credit
        ratings to Party B in writing, upon request of Party B.

      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold and the Moody’s Second Trigger
        Ratings Threshold.

      


      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

      


      “S&P
        Approved Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Approved Ratings Threshold.

      


      “S&P
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        from
        S&P of “A-1”, or, if such entity does not have a short-term unsecured and
        unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from S&P of
“A+”.

      


      “S&P
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold.

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        or
        counterparty rating from S&P of “BBB-”.

      


      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P and Moody’s, to the
        extent that each such rating agency is then providing a rating for any of
        the
        Home Equity Mortgage Loan Asset-Backed Certificates, Series INDS 2007-1 (the
        “Certificates”) or any notes backed by the Certificates (the
“Notes”).

      


       

      [Remainder
        of this page intentionally left blank.]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      5.         
         Account
        Details and Settlement Information:  

       

      Payments
        to Party A:

      


      Citibank,
        N.A., New York

      ABA
        Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

      Account
        Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

      Sub-account
        Number: 102-04654-1-3

      Attention:
        Derivatives Department

       

      Payments
        to Party B:

      


      Home
        Equity Mortgage Loan Asset Backed Trust Series INDS 2007-1

      c/o
        Deutsche Bank Trust Co Americas, New York, NY 10006

      ABA:
        021-001-033

      Account:
        01419663

      Name:
        NYLTD Funds Control-Stars West

      Re:
        IndyMac INDS Mortgage Loan Trust 2007-1

      


      


      


      NEITHER
        THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
        STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
        PROVIDER ON THIS AGREEMENT.

      


      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      Party
        B
        hereby agrees to check this Confirmation and to confirm that the foregoing
        correctly sets forth the terms of the Transaction by signing in the space
        provided below and returning to Party A a facsimile of the fully-executed
        Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions,
        please
        contact Derivatives Documentation by telephone at 212-272-2711. For all other
        inquiries please contact Derivatives Documentation by telephone at
        353-1-402-6233. Originals will be provided for your execution upon your
        request.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

      


      BEAR
        STEARNS FINANCIAL PRODUCTS INC.

      


      


      By: _____________________________ 

      Name:   

      Title:    

      


      


      Party
        B,
        acting through its duly authorized signatory, hereby agrees to, accepts and
        confirms the terms of the foregoing as of the date hereof.

      


      


      DEUTSCHE
        BANK NATIONAL TRUST COMPANY, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS
        SUPPLEMENTAL INTEREST TRUST TRUSTEE, WITH RESPECT TO HOME EQUITY MORTGAGE
        LOAN
        ASSET-BACKED TRUST, SERIES INDS 2007-1, HOME EQUITY MORTGAGE LOAN ASSET-BACKED
        CERTIFICATES, SERIES INDS 2007-1

      


      


      By: ______________________________
        

      Name: 

      Title:

       

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      SCHEDULE
        I

       

      (where
        for
        the purposes of (i) determining Floating Amounts, all such dates subject
        to
        adjustment in accordance with the Following Business Day Convention and (ii)
        determining Fixed Amounts, all such dates subject to No Adjustment.)

      


      


      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Scheduled
                  Amount

              
	
                (USD)

              
	
                Effective
                  Date

              	
                25-Mar-2007

              	
                1,800,000.00
                  

              
	
                25-Mar-2007

              	
                25-Apr-2007

              	
                1,786,384.00
                  

              
	
                25-Apr-2007

              	
                25-May-2007

              	
                1,769,536.00
                  

              
	
                25-May-2007

              	
                25-Jun-2007

              	
                1,749,396.00
                  

              
	
                25-Jun-2007

              	
                25-Jul-2007

              	
                1,726,008.00
                  

              
	
                25-Jul-2007

              	
                25-Aug-2007

              	
                1,699,412.00
                  

              
	
                25-Aug-2007

              	
                25-Sep-2007

              	
                1,669,688.00
                  

              
	
                25-Sep-2007

              	
                25-Oct-2007

              	
                1,637,212.00
                  

              
	
                25-Oct-2007

              	
                25-Nov-2007

              	
                1,601,840.00
                  

              
	
                25-Nov-2007

              	
                25-Dec-2007

              	
                1,563,728.00
                  

              
	
                25-Dec-2007

              	
                25-Jan-2008

              	
                1,523,080.00
                  

              
	
                25-Jan-2008

              	
                25-Feb-2008

              	
                1,483,496.00
                  

              
	
                25-Feb-2008

              	
                25-Mar-2008

              	
                1,434,916.00
                  

              
	
                25-Mar-2008

              	
                25-Apr-2008

              	
                1,397,868.00
                  

              
	
                25-Apr-2008

              	
                25-May-2008

              	
                1,361,820.00
                  

              
	
                25-May-2008

              	
                25-Jun-2008

              	
                1,326,752.00
                  

              
	
                25-Jun-2008

              	
                25-Jul-2008

              	
                1,292,628.00
                  

              
	
                25-Jul-2008

              	
                25-Aug-2008

              	
                1,259,428.00
                  

              
	
                25-Aug-2008

              	
                25-Sep-2008

              	
                1,212,652.00
                  

              
	
                25-Sep-2008

              	
                25-Oct-2008

              	
                1,182,088.00
                  

              
	
                25-Oct-2008

              	
                25-Nov-2008

              	
                1,152,348.00
                  

              
	
                25-Nov-2008

              	
                25-Dec-2008

              	
                1,123,412.00
                  

              
	
                25-Dec-2008

              	
                25-Jan-2009

              	
                1,095,252.00
                  

              
	
                25-Jan-2009

              	
                25-Feb-2009

              	
                1,067,852.00
                  

              
	
                25-Feb-2009

              	
                25-Mar-2009

              	
                1,025,448.00
                  

              
	
                25-Mar-2009

              	
                25-Apr-2009

              	
                1,000,184.00
                  

              
	
                25-Apr-2009

              	
                25-May-2009

              	
                975,600.00
                  

              
	
                25-May-2009

              	
                25-Jun-2009

              	
                951,680.00
                  

              
	
                25-Jun-2009

              	
                25-Jul-2009

              	
                928,396.00
                  

              
	
                25-Jul-2009

              	
                25-Aug-2009

              	
                905,732.00
                  

              
	
                25-Aug-2009

              	
                25-Sep-2009

              	
                850,932.00
                  

              
	
                25-Sep-2009

              	
                25-Oct-2009

              	
                830,144.00
                  

              
	
                25-Oct-2009

              	
                25-Nov-2009

              	
                809,904.00
                  

              
	
                25-Nov-2009

              	
                25-Dec-2009

              	
                790,208.00
                  

              
	
                25-Dec-2009

              	
                25-Jan-2010

              	
                771,036.00
                  

              
	
                25-Jan-2010

              	
                25-Feb-2010

              	
                752,376.00
                  

              
	
                25-Feb-2010

              	
                25-Mar-2010

              	
                708,396.00
                  

              
	
                25-Mar-2010

              	
                25-Apr-2010

              	
                691,352.00
                  

              
	
                25-Apr-2010

              	
                25-May-2010

              	
                674,768.00
                  

              
	
                25-May-2010

              	
                25-Jun-2010

              	
                658,616.00
                  

              
	
                25-Jun-2010

              	
                25-Jul-2010

              	
                642,896.00
                  

              
	
                25-Jul-2010

              	
                25-Aug-2010

              	
                627,592.00
                  

              
	
                25-Aug-2010

              	
                25-Sep-2010

              	
                587,512.00
                  

              
	
                25-Sep-2010

              	
                25-Oct-2010

              	
                573,612.00
                  

              
	
                25-Oct-2010

              	
                25-Nov-2010

              	
                560,080.00
                  

              
	
                25-Nov-2010

              	
                25-Dec-2010

              	
                546,908.00
                  

              
	
                25-Dec-2010

              	
                25-Jan-2011

              	
                534,084.00
                  

              
	
                25-Jan-2011

              	
                25-Feb-2011

              	
                521,596.00
                  

              
	
                25-Feb-2011

              	
                25-Mar-2011

              	
                485,508.00
                  

              
	
                25-Mar-2011

              	
                25-Apr-2011

              	
                474,276.00
                  

              
	
                25-Apr-2011

              	
                25-May-2011

              	
                463,344.00
                  

              
	
                25-May-2011

              	
                25-Jun-2011

              	
                452,692.00
                  

              
	
                25-Jun-2011

              	
                25-Jul-2011

              	
                442,320.00
                  

              
	
                25-Jul-2011

              	
                25-Aug-2011

              	
                432,220.00
                  

              
	
                25-Aug-2011

              	
                25-Sep-2011

              	
                399,716.00
                  

              
	
                25-Sep-2011

              	
                25-Oct-2011

              	
                390,664.00
                  

              
	
                25-Oct-2011

              	
                25-Nov-2011

              	
                381,844.00
                  

              
	
                25-Nov-2011

              	
                25-Dec-2011

              	
                373,252.00
                  

              
	
                25-Dec-2011

              	
                25-Jan-2012

              	
                364,884.00
                  

              
	
                25-Jan-2012

              	
                25-Feb-2012

              	
                356,736.00
                  

              
	
                25-Feb-2012

              	
                25-Mar-2012

              	
                326,128.00
                  

              
	
                25-Mar-2012

              	
                25-Apr-2012

              	
                318,784.00
                  

              
	
                25-Apr-2012

              	
                25-May-2012

              	
                311,636.00
                  

              
	
                25-May-2012

              	
                25-Jun-2012

              	
                304,664.00
                  

              
	
                25-Jun-2012

              	
                25-Jul-2012

              	
                297,876.00
                  

              
	
                25-Jul-2012

              	
                25-Aug-2012

              	
                291,264.00
                  

              
	
                25-Aug-2012

              	
                25-Sep-2012

              	
                265,304.00
                  

              
	
                25-Sep-2012

              	
                25-Oct-2012

              	
                259,400.00
                  

              
	
                25-Oct-2012

              	
                25-Nov-2012

              	
                253,644.00
                  

              
	
                25-Nov-2012

              	
                25-Dec-2012

              	
                248,040.00
                  

              
	
                25-Dec-2012

              	
                25-Jan-2013

              	
                242,576.00
                  

              
	
                25-Jan-2013

              	
                25-Feb-2013

              	
                237,252.00
                  

              
	
                25-Feb-2013

              	
                25-Mar-2013

              	
                217,584.00
                  

              
	
                25-Mar-2013

              	
                25-Apr-2013

              	
                212,820.00
                  

              
	
                25-Apr-2013

              	
                25-May-2013

              	
                208,176.00
                  

              
	
                25-May-2013

              	
                25-Jun-2013

              	
                203,648.00
                  

              
	
                25-Jun-2013

              	
                25-Jul-2013

              	
                199,232.00
                  

              
	
                25-Jul-2013

              	
                25-Aug-2013

              	
                194,936.00
                  

              
	
                25-Aug-2013

              	
                25-Sep-2013

              	
                176,880.00
                  

              
	
                25-Sep-2013

              	
                25-Oct-2013

              	
                172,796.00
                  

              
	
                25-Oct-2013

              	
                25-Nov-2013

              	
                168,812.00
                  

              
	
                25-Nov-2013

              	
                25-Dec-2013

              	
                164,936.00
                  

              
	
                25-Dec-2013

              	
                25-Jan-2014

              	
                161,148.00
                  

              
	
                25-Jan-2014

              	
                Termination
                  Date

              	
                157,460.00
                  

              


      

      


      


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    ANNEX
      A 

     

    Paragraph
      13 of the Credit Support
      Annex

    


    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of February 9, 2007 between

    Bear
      Stearns Financial Products Inc. (hereinafter referred to as “Party
      A”
      or
“Pledgor”)

    and

    Deutsche
      Bank National Trust Company, not in its individual capacity, but solely as
      Supplemental Interest Trust Trustee, with respect to Home Equity Mortgage Loan
      Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage Loan Asset-Backed
      Certificates, Series INDS 2007-1 (hereinafter referred to as “Party
      B”
      or
“Secured
      Party”)

    


    For
      the
      avoidance of doubt, and notwithstanding anything to the contrary that may be
      contained in the Agreement, this Credit Support Annex shall relate solely to
      the
      Transaction documented in the Confirmation dated February 9, 2007 between Party
      A and Party B, Reference Number FXINDS071

    


     

    Paragraph
      13. Elections and Variables.

     

    
      	(a)  	
              Security
                Interest for “Obligations”.
                The term “Obligations”
                as
                used in this Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	(b)  	
              Credit
                Support Obligations.

            


    

     

    
      	(i)  	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	(A)  	
              “Delivery
                Amount”
                has the meaning specified in Paragraph 3(a) as amended (I) by deleting
                the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” and inserting in lieu thereof the words “not later than
                the close of business on each Valuation Date” and (II) by deleting in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Value as of that Valuation Date of all Posted
                Credit Support held by the Secured Party.” and inserting in lieu thereof
                the following:

            


    

     

    The
      “Delivery
      Amount”
      applicable to the Pledgor for any Valuation Date will equal the greatest of
      

     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value as of such Valuation Date of all Posted
                Credit Support held by the Secured Party,


            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                Valuation Date of all Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                such Valuation Date of all Posted Credit Support held by the Secured
                Party.

            


    

     

    
      	(B)  	
              “Return
                Amount”
                has the meaning specified in Paragraph 3(b) as amended by deleting
                in its
                entirety the sentence beginning “Unless otherwise specified in Paragraph
                13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                thereof the following:

            


    

     

    The
      “Return
      Amount”
      applicable to the Secured Party for any Valuation Date will equal the least
      of


     

    
      	 	
              (1)
                

            	
              the
                amount by which (a) the S&P Value as of such Valuation Date of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation Date,


            


    

     

    
      	 	
              (2)
                

            	
              the
                amount by which (a) the Moody’s First Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	 	
              (3)
                

            	
              the
                amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                Date of all Posted Credit Support held by the Secured Party exceeds
                (b)
                the Moody’s Second Trigger Credit Support Amount for such Valuation
                Date.

            


    

     

    
      	(C)  	
              “Credit
                Support Amount”
                shall not apply. For purposes of calculating any Delivery Amount
                or Return
                Amount for any Valuation Date, reference shall be made to the S&P
                Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                the Moody’s Second Trigger Credit Support Amount, in each case for such
                Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                above.

            


    

     

    
      	(ii)  	
              Eligible
                Collateral.
                

            


    

     

    The
      items
      set forth on the schedule of Eligible Collateral attached as Schedule A hereto
      will qualify as “Eligible
      Collateral”
(for
      the avoidance of doubt, all Eligible Collateral described in (B) and (C) of
      column one of the Collateral Schedule to be denominated in USD).

     

    
      	(iii)  	
              Other
                Eligible Support. 

            


    

     

    The
      following items will qualify as “Other
      Eligible Support”
      for the
      party specified: 

     

    Not
      applicable.

     

    
      	(iv)  	
              Threshold.

            


    

     

    
      	(A)  	
              “Independent
                Amount”
                means zero with respect to Party A and Party
                B.

            


    

     

    
      	(B)  	
              “Threshold”
                means, with respect to Party A and any Valuation Date, zero if (i)
                a
                Collateral Event has occurred and has been continuing (x) for at
                least 30
                days or (y) since this Annex was executed or (ii) a Required Ratings
                Downgrade Event has occurred and is continuing; otherwise,
                infinity.

            


    

     

      “Threshold”
      means,
      with respect to Party B and any Valuation Date, infinity.

     

    
      	(C)  	
              “Minimum
                Transfer Amount” means
                USD 100,000 with respect to Party A and Party B; provided, however,
                that
                if the aggregate Certificate Principal Balance of the Certificates
                and the
                aggregate principal balance of the Notes rated by S&P is at the time
                of any transfer less than USD 50,000,000, the “Minimum
                Transfer Amount”
                shall be USD 50,000.

            


    

     

    
      	(D)  	
              Rounding:
                The Delivery Amount will be rounded up to the nearest integral multiple
                of
                USD 10,000. The Return Amount will be rounded down to the nearest
                integral
                multiple of USD 10,000.

            


    

     

    
      	(c)  	
              Valuation
                and Timing.

            


    

     

    
      	(i)  	
              “Valuation
                Agent”
                means Party A.

            


    

     

    
      	(ii)  	
              “Valuation
                Date” means
                each Local Business Day on which any of the S&P Credit Support Amount,
                the Moody’s First Trigger Credit Support Amount or the Moody’s Second
                Trigger Credit Support Amount is greater than
                zero.

            


    

     

    
      	(iii)  	
              “Valuation
                Time” means
                the close of business in the city of the Valuation Agent on the Local
                Business Day immediately preceding the Valuation Date or date of
                calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date. The Valuation Agent
                will
                notify each party (or the other party, if the Valuation Agent is
                a party)
                of its calculations not later than the Notification Time on the applicable
                Valuation Date (or in the case of Paragraph 6(d), the Local Business
                Day
                following the day on which such relevant calculations are
                performed).”

            


    

     

    
      	(iv)  	
              “Notification
                Time” means
                11:00 a.m., New York time, on a Local Business Day.
                

            


    

     

    
      	(v)  	
              External
                Calculations.
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall (at
                its own expense) obtain external calculations of Party B’s Exposure from
                at least two Reference Market-makers on the last Local Business Day
                of
                each calendar month. Any determination of the S&P Credit Support
                Amount shall be based on the greatest of Party B’s Exposure determined by
                the Valuation Agent and such Reference Market-makers. Such external
                calculation may not be obtained from the same Reference Market-maker
                more
                than four times in any 12-month
                period.

            


    

     

    
      	(vi)  	
              Notice
                to S&P.
                At
                any time at which Party A (or, to the extent applicable, its Credit
                Support Provider) does not have a long-term unsubordinated and unsecured
                debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                provide to S&P not later than the Notification Time on the Local
                Business Day following each Valuation Date its calculations of Party
                B’s
                Exposure and the S&P Value of any Eligible Credit Support or Posted
                Credit Support for that Valuation Date. The Valuation Agent shall
                also
                provide to S&P any external marks of Party B’s
                Exposure.

            


    

     

    
      	(d)  	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.
                The following Termination Events will be a “Specified
                Condition”
                for the party specified (that party being the Affected Party if the
                Termination Event occurs with respect to that party): With respect
                to
                Party A and Party B: None. 

            


    

     

    
      	(e)  	
              Substitution.

            


    

     

    
      	(i)  	
              “Substitution
                Date”
                has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	(ii)  	
              Consent.
                If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph 4(d):
                Inapplicable.

            


    

     

    
      	(f)  	
              Dispute
                Resolution.

            


    

     

    
      	(i)  	
              “Resolution
                Time”
                means 1:00 p.m. New York time on the Local Business Day following
                the date
                on which the notice of the dispute is given under Paragraph
                5.

            


    

     

    
      	(ii)  	
              Value.
                Notwithstanding anything to the contrary in Paragraph 12, for the
                purpose
                of Paragraphs 5(i)(C) and 5(ii), the S&P Value, Moody’s First Trigger
                Value, and Moody’s Second Trigger Value, on any date, of Eligible
                Collateral other than Cash will be calculated as follows:
                

            


    

     

    For
      Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
      the
      product of (1)(x) the bid-side quotation at the Valuation Time for such
      securities on the principal national securities exchange on which such
      securities are listed, or (y) if such securities are not listed on a national
      securities exchange, the arithmetic mean of the bid-side quotations for such
      securities quoted at the Valuation Time by any three principal market makers
      for
      such securities selected by the Valuation Agent, provided that if only two
      bid-side quotations are obtained, then the arithmetic mean of such two bid-side
      quotations will be used, and if only one bid-side quotation is obtained, such
      quotation shall be used, or (z) if no such bid price is listed or quoted for
      such date, the bid price listed or quoted (as the case may be) at the Valuation
      Time for the day next preceding such date on which such prices were available
      and (2) the applicable Valuation Percentage for such Eligible
      Collateral.

     

    
      	(iii)  	
              Alternative.
                The provisions of Paragraph 5 will
                apply.

            


    

     

    
      	(g)  	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	(i)  	
              Eligibility
                to Hold Posted Collateral; Custodians. Party
                B (or its Custodian) will be entitled to hold Posted Collateral pursuant
                to Paragraph 6(b), provided that the following conditions applicable
                to it
                are satisfied:

            


    

     

    
      	 	
              (1)

            	
              it
                is not a Defaulting Party.

            


    

     

    
      	 	
              (2)

            	
              Posted
                Collateral consisting of Cash or certificated securities that cannot
                be
                paid or delivered by book-entry may be held only in any state of
                the
                United States which has adopted the Uniform Commercial
                Code.

            


    

     

    
      	 	
              (3)

            	
              in
                the case of any Custodian for Party B, such Custodian (or, to the
                extent
                applicable, its parent company or credit support provider) shall
                then have
                a short-term unsecured and unsubordinated debt rating from S&P of at
                least “A-1”.

            


    

     

    Initially,
      the Custodian
      for
      Party B is: Supplemental Interest Trust Trustee 

     

     

     

    (ii) Use
      of Posted Collateral.
      The
      provisions of Paragraph 6(c) will not apply to Party B, and Party  B
      shall
      not have any right to use Posted Collateral or take any action specified in
      such
      Paragraph  6(c).

     

    
      	(h)  	
              Distributions
                and Interest Amount.

            


    

     

    
      	(i)  	
              Interest
                Rate.
                The “Interest
                Rate”
                will be the actual interest rate earned on Posted Collateral in the
                form
                of Cash that is held by Party B or its Custodian. Posted Collateral
                in the
                form of Cash shall be invested in such overnight (or redeemable within
                two
                Local Business Days of demand) Permitted Investments rated at least
                (x)
                AAAm or AAAm-G by S&P and (y) Prime-1 by Moody’s or Aaa by Moody’s, as
                directed by Party A. Gains and losses incurred in respect of any
                investment of Posted Collateral in the form of Cash in Permitted
                Investments as directed by Party A shall be for the account of Party
                A.

            


    

     

    
      	(ii)  	
              Amendment
                of Paragraph 6(d)(i) - Distributions.
                Clause (d)(i) of Paragraph 6 shall be amended and restated to read
                in its
                entirety as follows:

            


    

     

    “(i)
      Distributions. If Party B receives Distributions on a Local Business Day, it
      will Transfer to Party A not later than the following Local Business Day any
      Distributions it receives, and such Distributions will constitute Posted
      Collateral and will be subject to the security interest granted under Paragraph
      2. For the avoidance of doubt, any Distributions will not be Transferred to
      Party A pursuant to Paragraph 6.” 

     

    
      	(iii)  	
              Amendment
                of Paragraph 6(d)(ii) - Interest Amount.
                Clause (d)(ii) of Paragraph 6 shall be amended and restated to read
                in its
                entirety as follows:

            


    

     

    “(ii)
      Interest
      Amount.
      In lieu
      of any interest, dividends or other amounts paid with respect to Posted
      Collateral in the form of Cash (all of which may be retained by the Secured
      Party), the Secured Party will Transfer to the Pledgor on the 25th day of each
      calendar month (or if such day is not a Local Business Day, the next Local
      Business Day) the Interest Amount. Any Interest Amount or portion thereof not
      Transferred pursuant to this Paragraph will constitute Posted Collateral in
      the
      form of Cash and will be subject to the security interest granted under
      Paragraph 2. For purposes of calculating the Interest Amount the amount of
      interest calculated for each day of the interest period shall be compounded
      monthly.” Secured Party shall not be obligated to transfer any Interest Amount
      unless and until it has received such amount.


     

    
      	(i)  	
              Additional
                Representation(s).
                There are no additional representations by either
                party.

            


    

     

    
      	(j)  	
              Other
                Eligible Support and Other Posted Support.

            


    

     

    
      	(i)  	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable. 

            


    

     

    
      	(ii)  	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	(k)  	
              Demands
                and Notices.All
                demands, specifications and notices under this Annex will be made
                pursuant
                to the Notices Section of this Agreement, except that any demand,
                specification or notice shall be given to or made at the following
                addresses, or at such other address as the relevant party may from
                time to
                time designate by giving notice (in accordance with the terms of
                this
                paragraph) to the other party:

            


    

     

    If
      to
      Party A, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian: at the address designated in writing from time to
      time.

     

    
      	(l)  	
              Address
                for Transfers.
                Each Transfer hereunder shall be made to the address specified below
                or to
                an address specified in writing from time to time by the party to
                which
                such Transfer will be made.

            


    

     

    Party
      A
      account details for holding collateral:

     

    Citibank,
      N.A., New York

    ABA
      Number: 021-0000-89, for the account of Bear, Stearns Securities
      Corp.

    Account
      Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

    Sub-account
      Number: 102-04654-1-3

    Attention:
      Derivatives Department

    


    Party
      B’s
      Custodian account details for holding collateral:

     

    Home
      Equity Mortgage Loan Asset Backed Trust Series INDS 2007-1

    c/o
      Deutsche Bank Trust Co Americas, New York, NY 10006

    ABA:
      021-001-033

    Account:
      01419663

    Name:
      NYLTD Funds Control-Stars West

    Re:
      IndyMac INDS Mortgage Loan Trust 2007-1


    


    
      	(m)  	
              Other
                Provisions.

            


    

     

    
      	(i)  	
              Collateral
                Account.
                Party B shall open and maintain a segregated account, which shall
                be an
                Eligible Account, and hold, record and identify all Posted Collateral
                in
                such segregated account.

            


    

     

    
      	(ii)  	
              Agreement
                as to Single Secured Party and Single Pledgor.
                Party A and Party B hereby agree that, notwithstanding anything to
                the
                contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                means only Party B, (b) the term “Pledgor” as used in this Annex means
                only Party A, (c) only Party A makes the pledge and grant in Paragraph
                2,
                the acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	(iii)  	
              Calculation
                of Value.
                Paragraph 4(c) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P Value, Moody’s First Trigger Value,
                Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value” and
                (B) deleting the words “the Value” and inserting in lieu thereof “S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                Paragraph 5 (flush language) is hereby amended by deleting the word
                “Value” and inserting in lieu thereof “S&P Value, Moody’s First
                Trigger Value, or Moody’s Second Trigger Value”. Paragraph 5(i) (flush
                language) is hereby amended by deleting the word “Value” and inserting in
                lieu thereof “S&P Value, Moody’s First Trigger Value, and Moody’s
                Second Trigger Value”. Paragraph 5(i)(C) is hereby amended by deleting the
                word “the Value, if” and inserting in lieu thereof “any one or more of the
                S&P Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                Value, as may be”. Paragraph 5(ii) is hereby amended by (1) deleting the
                first instance of the words “the Value” and inserting in lieu thereof “any
                one or more of the S&P Value, Moody’s First Trigger Value, or Moody’s
                Second Trigger Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s First Trigger Value, or Moody’s Second Trigger Value”. Each of
                Paragraph 8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting
                the word “Value” and inserting in lieu thereof “least of the S&P
                Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value”.
                

            


    

     

    
      	(iv)  	
              Form
                of Annex. Party
                A and Party B hereby agree that the text of Paragraphs 1 through
                12,
                inclusive, of this Annex is intended to be the printed form of ISDA
                Credit
                Support Annex (Bilateral Form - ISDA Agreements Subject to New York
                Law
                Only version) as
                published and copyrighted in 1994 by the International Swaps and
                Derivatives Association, Inc.

            


    

     

    
      	(v)  	
              Events
                of Default.
                Clause (iii) of Paragraph 7 shall not apply to Party
                B.

            


    

     

    
      	(vi)  	
              Expenses.
                Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                will
                be responsible for, and will reimburse the Secured Party for, all
                transfer
                and other taxes and other costs involved in any Transfer of Eligible
                Collateral.

            


    

     

    
      	(vii)  	
              Withholding.
                Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                Interest Amount” in the fourth line thereof the words “less any applicable
                withholding taxes.”

            


    

     

      
      (ix)   Additional
      Definitions.
      As used
      in this Annex:

     

    “Collateral
      Event” means
      that no Relevant Entity has credit ratings at least equal to the Approved
      Ratings Threshold.

     

    “DV01”
      means,
      with respect to a Transaction and any date of determination, the estimated
      change in the Secured Party’s Transaction Exposure with respect to such
      Transaction that would result from a one basis point change in the relevant
      swap
      curve on such date, as determined by the Valuation Agent in good faith and
      in a
      commercially reasonable manner. The Valuation Agent shall, upon request of
      Party
      B, provide to Party B a statement showing in reasonable detail such
      calculation.

     

    “Exposure”
      has the
      meaning specified in Paragraph 12, except that after the word “Agreement” the
      words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
      deleted)” shall be inserted. 

     

    “Local
      Business Day”
means,
      for purposes of this Annex: any day on which (A) commercial banks are open
      for
      business (including dealings in foreign exchange and foreign currency deposits)
      in New York and the location of Party A, Party B and any Custodian, and (B)
      in
      relation to a Transfer of Eligible Collateral, any day on which the clearance
      system agreed between the parties for the delivery of Eligible Collateral is
      open for acceptance and execution of settlement instructions (or in the case
      of
      a Transfer of Cash or other Eligible Collateral for which delivery is
      contemplated by other means a day on which commercial banks are open for
      business (including dealings in foreign exchange and foreign deposits) in New
      York and the location of Party A, Party B and any Custodian. 

     

    “Moody’s
      First Trigger Credit Support Amount” means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                occurred and has been continuing (x) for at least 30 Local Business
                Days
                or (y) since this Annex was executed and (II) it is not the case
                that a
                Moody’s Second Trigger Ratings Event has occurred and been continuing for
                at least 30 Local Business Days, an amount equal to the greater of
                (a)
                zero and (b) the sum of (i) the Secured Party’s Exposure for such
                Valuation Date and (ii) the sum, for each Transaction to which this
                Annex
                relates, of the lesser of (x) the product of the Moody’s First Trigger
                DV01 Multiplier and DV01 for such Transaction and such Valuation
                Date and
                (y) the product of (i)
                Moody’s First Trigger Notional Amount Multiplier, (ii) Scale Factor (as
                defined in the related confirmation) for such Transaction, and (iii)
                the
                Notional Amount for such Transaction for the Calculation Period for
                such
                Transaction (each as defined in the related Confirmation) which includes
                such Valuation Date, or

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II)       
       the
      Threshold for Party A such Valuation Date.

     

    “Moody’s
      First Trigger DV01 Multiplier”
      means
      15.

     

    “Moody’s
      First Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Moody’s
      First Trigger Notional Amount Multiplier”
      means
      2%.

     

    “Moody’s
      Second Trigger Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)

            	
              for
                any Valuation Date on which it is the case that a Moody’s Second Trigger
                Ratings Event has occurred and been continuing for at least 30 Local
                Business Days, an amount equal to the greatest of (a) zero, (b) the
                aggregate amount of the next payment due to be paid by Party A under
                each
                Transaction to which this Annex relates, and (c) the sum of (x) the
                Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                Transaction to which this Annex relates,
                of:

            


    

     

    
      	(1)  	
              if
                such Transaction is not a Transaction-Specific Hedge, the lesser
                of (i)
                the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                such Transaction and such Valuation Date and (ii) the product of
                (1) the
                Moody’s Second Trigger Notional Amount Multiplier, (2) Scale Factor (as
                defined in the related confirmation) for such Transaction,
                and
                (3) the Notional Amount for such Transaction for the Calculation
                Period
                for such Transaction (each as defined in the related Confirmation)
                which
                includes such Valuation Date];
                or

            


    

     

    
      	(2)  	
              if
                such Transaction is a Transaction-Specific Hedge, the lesser of (i)
                the
                product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                Multiplier and DV01 for such Transaction and such Valuation Date
                and (ii)
                the product of (1) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier, (2) Scale Factor (as defined in the related
                confirmation) for such Transaction and (3) the Notional Amount for
                such
                Transaction for the Calculation Period for such Transaction (each
                as
                defined in the related Confirmation) which includes such Valuation Date;
                or

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II)        
       the
      Threshold for Party A for such Valuation Date.

     

    “Moody’s
      Second Trigger DV01 Multiplier”
      means
      50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier”
      means
      8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01
      Multiplier”
      means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier”
      means
      10%.

     

    “Moody’s
      Second Trigger Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      bid
      price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
      Valuation Percentage for such Eligible Collateral set forth in Paragraph
      13(b)(ii).

     

    “Remaining
      Weighted Average Maturity” means,
      with respect to a Transaction, the expected weighted average maturity for such
      Transaction as determined by the Valuation Agent. 

     

    “S&P
      Credit Support Amount”
      means,
      for any Valuation Date, the excess, if any, of

     

    
      	 	
              (I)

            	
              (A)
                

            	
              for
                any Valuation Date on which (i) an S&P Approved Ratings Downgrade
                Event has occurred and been continuing for at least 30 days or (ii)
                a
                S&P Required Ratings Downgrade Event has occurred and is continuing,
                an amount equal to the sum of (1) 100.0% of the Secured Party’s Exposure
                for such Valuation Date and (2) the sum, for each Transaction to
                which
                this Annex relates, of the product of (i) the Volatility Buffer for
                such
                Transaction, (ii) Scale Factor (as defined in the related confirmation)
                for such Transaction, and (iii) the Notional Amount of such Transaction
                for the Calculation Period of such Transaction (each as defined in
                the
                related Confirmation) which includes such Valuation Date,
                or

            


    

     

    
      	 	
              (B)

            	
              for
                any other Valuation Date, zero,
                over

            


    

     

    (II)        
       the
      Threshold for Party A for such Valuation Date.

     

    “S&P
      Value”
      means,
      on any date and with respect to any Eligible Collateral other than Cash, the
      product of (A) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (B) the S&P Valuation Percentage for such Eligible Collateral
      set forth in paragraph 13(b)(ii).

     

    “Transaction
      Exposure”
      means,
      for any Transaction, Exposure determined as if such Transaction were the only
      Transaction between the Secured Party and the Pledgor.

     

    “Transaction-Specific
      Hedge” means
      any
      Transaction that is (i) an interest rate swap in respect of which (x) the
      notional amount of the interest rate swap is “balance guaranteed” or (y) the
      notional amount of the interest rate swap for any Calculation Period (as defined
      in the related Confirmation) otherwise is not a specific dollar amount that
      is
      fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
      an
      interest rate floor or (iv) an interest rate swaption.

     

    “Valuation
      Percentage”
      shall
      mean, for purposes of determining the S&P Value, Moody’s First Trigger
      Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
      or Posted Collateral, the applicable S&P Valuation Percentage, Moody’s First
      Trigger Valuation Percentage, or Moody’s Second Trigger Valuation Percentage for
      such Eligible Collateral or Posted Collateral, respectively, in each case as
      set
      forth in Paragraph 13(b)(ii).

     

    “Value”
      shall
      mean, in respect of any date, the related S&P Value, the related Moody’s
      First Trigger Value, and the related Moody’s Second Trigger Value.

     

    “Volatility
      Buffer”
      means,
      for any Transaction, the related percentage set forth in the following table.
      

     

    
      	
               

              The
                higher of the S&P credit rating of (i) Party A and (ii) the Credit
                Support Provider of Party A, if applicable

            	
               

              Remaining
                Weighted Average Maturity 

              up
                to 3 years

               

            	
               

              Remaining
                Weighted Average Maturity

              up
                to 5 years

               

            	
               

              Remaining
                Weighted Average Maturity

              up
                to 10 years

               

            	
               

              Remaining
                Weighted Average Maturity

              up
                to 30 years

               

            
	
              “A-2”
                or higher

            	
              2.75%

            	
              3.25%

            	
              4.00%

            	
              4.75%

            
	
              “A-3”

            	
              3.25%

            	
              4.00%

            	
              5.00%

            	
              6.25%

            
	
              “BB+”
                or
                lower

            	
              3.50%

            	
              4.50%

            	
              6.75%

            	
              7.50%

            


    

    


     

    


     

    


     

    [Remainder
      of this page intentionally left blank]

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
      representatives as of the date of the Agreement.

     

    
      	
              Bear
                Stearns Financial Products Inc.

               

            	
              Deutsche
                Bank National Trust Company, not in its individual capacity, but
                solely as
                Supplemental Interest Trust Trustee, with respect to Home Equity
                Mortgage
                Loan Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage
                Loan
                Asset-Backed Certificates, Series INDS 2007-1

               

               

            
	
              By: ___________________________

              Name
                

              Title:
                

              Date:
                

            	
              By:
                ____________________________

              Name
                

              Title:
                

              Date
                

               

            
	 	 


    

    


     

    


     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

     

    ELIGIBLE
      COLLATERAL

     

    


     

    
      	
               

              ISDA
                Collateral Asset Definition
                (ICAD) Code 

            	
              Remaining
                Maturity in Years

            	
              S&P
                

              Valuation
                

              Percentage

            	
              Moody’s

              First
                Trigger Valuation
                Percentage

            	
              Moody’s

              Second
                Trigger

              Valuation

              Percentage

            
	
              (A)
                 US-CASH

            	
              N/A

            	
              100%

            	
              100%

            	
              100%

            
	
              (B) 
                 US-TBILL

              US-TNOTE

              US-TBOND

            	 	 	 	 
	 	
              1
                or less

            	
              98.9%

            	
              100%

            	
              100%

            
	 	
              More
                than 1 but not more than 2

            	
              98.0%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              97.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              95.5%

            	
              100%

            	
              97%

            
	 	
              More
                than 5 but not more than 7

            	
              93.7%

            	
              100%

            	
              96%

            
	 	
              More
                than 7 but not more than 10

            	
              92.5%

            	
              100%

            	
              94%

            
	 	
              More
                than 10 but not more than 20

            	
              91.1%

            	
              100%

            	
              90%

            
	 	
              More
                than 20

            	
              88.6%

            	
              100%

            	
              88%

            
	
              (C) 
                 US-GNMA

              US-FNMA

              US-FHLMC

            	 	 	 	 
	 	
              1
                or less

            	
              98.5%

            	
              100%

            	
              99%

            
	 	
              More
                than 1 but not more than 2

            	
              97.7%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              97.3%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              94.5%

            	
              100%

            	
              96%

            
	 	
              More
                than 5 but not more than 7

            	
              93.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 7 but not more than 10

            	
              90.7%

            	
              100%

            	
              93%

            
	 	
              More
                than 10 but not more than 20

            	
              87.7%

            	
              100%

            	
              89%

            
	 	
              More
                than 20

            	
              84.4%

            	
              100%

            	
              87%

            


    

    


     

    The
      ISDA
      Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
      from
      the Collateral Asset Definitions (First Edition - June 2003) as published and
      copyrighted in 2003 by the International Swaps and Derivatives Association,
      Inc.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      Annex
        B

       

       

      ITEM
        1115 AGREEMENT


    

    
       

      Item
        1115
        Agreement (this “Agreement”), dated as of November 15, 2006, among IndyMac Bank
        F.S.B. (“Sponsor”), IndyMac ABS, Inc, (a “Depositor”), IndyMac MBS, Inc. (a
“Depositor”) and Bear Stearns Financial Products Inc. (the “Derivative
        Provider”).

       

      RECITALS

       

      WHEREAS,
        the Depositors have each filed a Registration Statement on Form S-3 (each,
        a
“Registration Statement”) with the U.S. Securities and Exchange Commission (the
“Commission”) for purposes of offering mortgage-backed or asset-backed notes
        and/or certificates (the “Securities”) through special purpose vehicles (each,
        an “Issuing Entity”);

       

      WHEREAS,
        from time to time, on or prior to the closing date of a securitization (the
        “Closing Date”) pursuant to which Securities are offered (each, a
“Securitization”), the Derivative Provider may enter into certain derivative
        agreements with the Issuing Entity (or a trustee or securities or swap
        administrator or other person acting in a similar capacity in connection
        with
        such Securitization (each, an “Administrator”)), or the Derivative Provider may
        enter into certain derivative agreements with Sponsor or an affiliate of
        the
        Sponsor and such derivative agreements are assigned to the Issuing Entity
        or
        Administrator (each, in either case, a “Derivative Agreement”), in each case
        with respect to such Securitization;

       

      WHEREAS,
        the Derivative Provider agrees and acknowledges that the Sponsor and Depositors
        are required under Regulation AB (as defined herein) to disclose certain
        financial data and/or financial statements with respect to the Derivative
        Provider, depending on the applicable “significance percentage” for each
        Derivative Agreement as calculated from time to time in accordance with Item
        1115 of Regulation AB;

       

      WHEREAS,
        the Sponsor, on behalf of itself and each Issuing Entity through which it
        effects Securitizations, the Depositors and the Derivative Provider, desire
        to
        set forth certain rights and obligations with regard to financial data and/or
        financial statements which the Sponsor and Depositors and other information
        which the Sponsor and Depositors may be required to disclose in accordance
        with
        Regulation AB (as defined herein) and certain related matters.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements set forth herein and
        for
        other good and valuable consideration the receipt and adequacy of which is
        hereby acknowledged, the parties hereby agree as follows:

       

      Section
        1.  Definitions.

       

      Additional
        Termination Event:
        With
        respect to any Derivative Agreement, as defined in the related Master Agreement.
        

       

      Affected
        Party:
        With
        respect to any Derivative Agreement, as defined in the related Master Agreement.
        

       

      Company
        Information:
        As
        defined in Addendum A.

       

      Company
        Financial Information:
        With
        respect to each Securitization, the financial data described in Item 1115(b)(1)
        of Regulation AB or the financial statements described in Item 1115(b)(2)
        of
        Regulation AB, in either case with respect to the Derivative Provider providing
        derivative instruments to the related Issuing Entity and/or
        Administrator.

       

      GAAP:
        As
        defined in Section 3(a)(ii).

       

      Exchange
        Act:
        The
        Securities Exchange Act of 1934, as amended, and the rules and regulations
        promulgated thereunder.

       

      Exchange
        Act Reports:
        With
        respect to an Issuing Entity, all Distribution Reports on Form 10-D, Current
        Reports on Form 8-K and Annual Reports on Form 10-K and any amendments thereto,
        required to be filed by a Depositor with respect to such Issuing Entity pursuant
        to the Exchange Act.

       

      Free
        Writing Prospectus:
        With
        respect to each Securitization, the free writing prospectus or prospectuses
        prepared in connection with the public offering and sale of the related
        Securities and used to price such Securities.

       

      Master
        Agreement:
        With
        respect to any Derivative Agreement, the ISDA Master Agreement referenced
        in
        such Derivative Agreement, together with any Schedule, Credit Support Annex
        and
        Confirmations forming a part thereof or incorporated therein, or, if no such
        ISDA Master Agreement exists, the ISDA Master Agreement deemed to apply to
        such
        Derivative Agreement pursuant to its terms, together with any Schedule, Credit
        Support Annex and Confirmations deemed to form a part thereof or to be
        incorporated therein.

       

      Prospectus
        Supplement:
        With
        respect to each Securitization, the prospectus supplement prepared in connection
        with the public offering and sale of the related Securities.

       

      Regulation
        AB:
        Subpart
        229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
        to
        such clarification and interpretation as have been provided by the Commission
        in
        the adopting release (Asset-Backed Securities, Securities Act Release No.
        33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
        Commission, or as may be provided by the Commission or its staff from time
        to
        time.

       

      Securities
        Act:
        The
        Securities Act of 1933, as amended, and the rules and regulations promulgated
        thereunder.

       

      Section
        2.  Information
        to be Provided by the Derivative Provider.

       

      
        	(a)  	
                Prior
                  to printing the Free Writing Prospectus and/or Prospectus Supplement
                  relating to each Securitization, the Derivative Provider, at its
                  own
                  expense, shall: 

              


      

       

      
        	(i)  	
                provide
                  to the Depositor the following information and such other information
                  as
                  is reasonably requested by the Depositor for the purpose of compliance
                  with Item 1115(a)(1) of Regulation AB or the Securities Act in
                  respect of
                  such Securitization:

              


      

       

      
        	(A)  	
                the
                  Derivative Provider’s legal name (and any
                  d/b/a),

              


      

       

      
        	(B)  	
                the
                  organizational form of the Derivative Provider,


              


      

       

      
        	(C)  	
                a
                  description of the general character of the business of the Derivative
                  Provider,

              


      

       

      
        	(D)  	
                a
                  description of any affiliation or relationship (as set forth in
                  Item 1119)
                  between the Derivative Provider and any of the following
                  parties:

              


      

       

      
        	(1)  	
                any
                  servicer that is not affiliated with the Sponsor (or other person
                  acting
                  in a similar capacity) identified as such in the related Free Writing
                  Prospectus and/or Prospectus
                  Supplement,

              


      

       

      
        	(2)  	
                the
                  trustee (or other person acting in a similar capacity) identified
                  as such
                  in the related Free Writing Prospectus and/or Prospectus
                  Supplement,

              


      

       

      
        	(3)  	
                any
                  originator identified as such in the related Free Writing Prospectus
                  and/or Prospectus Supplement,

              


      

       

      
        	(4)  	
                any
                  enhancement or support provider identified to the Derivative Provider
                  by
                  the Sponsor, and

              


      

       

      
        	(5)  	
                any
                  other material Securitization party identified to the Derivative
                  Provider
                  by the Sponsor; 

              


      

       

      
        	(E)  	
                information
                  relating to any material legal or governmental proceedings that
                  would
                  affect the Derivative Provider’s ability to perform its obligations under
                  the related Derivative Agreement;
                  and

              


      

       

      
        	(F)  	
                any
                  other information that is material or otherwise required for the
                  purpose
                  of compliance (as determined in good faith by the Depositor its
                  sole
                  discretion and acting in a commercially reasonable manner) with
                  the
                  Securities Act; and

              


      

       

      
        	(ii)  	
                if
                  reasonably requested by the Depositor for the purpose of compliance
                  with
                  Item 1115(b) of Regulation AB with respect to such Securitization,
                  provide
                  to the Depositor the Company Financial Information described in
                  Item
                  1115(b)(1) of Regulation AB or Item 1115(b)(2) of Regulation AB
                  (as
                  specified by the Depositor).

              


      

       

      
        	(b)  	
                Following
                  the Closing Date with respect to each
                  Securitization:

              


      

       

      
        	(i)  	
                for
                  so long as the Depositor is required to file Exchange Act Reports
                  in
                  respect of the related Issuing Entity (which the parties hereto
                  may assume
                  shall be for the calendar year following the closing date of the
                  related
                  Securitization, unless otherwise notified in writing by the Sponsor),
                  the
                  Derivative Provider, at its own expense, shall no later than the
                  25th
                  calendar day of each month, notify the Depositor in writing of
                  any known
                  material affiliations or relationships that develop following the
                  Closing
                  Date between the Derivative Provider and any of the parties specified
                  in
                  Section 2(a)(i)(D) (and any other parties identified in writing
                  by the
                  Depositor), and provide to the Depositor a description of such
                  affiliations or relationships;

              


      

       

      
        	(ii)  	
                if,
                  on any Business Day for so long as the Depositor is required to
                  file
                  Exchange Act Reports in respect of the related Issuing Entity,
                  the
                  Depositor provides written notice to the Derivative Provider that
                  the
                  “significance percentage” for any Derivative Agreement relating to such
                  Securitization (calculated separately or in the aggregate with
                  other
                  Derivative Agreements for such Securitization, such aggregation
                  as
                  determined by the Depositor in its sole discretion), is (x) 10%
                  or more
                  (but less than 20%) or (y) 20% or more, in each case based on a
                  reasonable
                  good-faith determination by the Depositor of the “significance percentage”
                  in accordance with Item 1115 of Regulation AB (the providing of
                  such
                  notice, a “Derivative Disclosure Event”), the Derivative Provider, at its
                  own expense, shall: 

              


      

       

      
        	(A)  	
                provide
                  to the Depositor the Company Financial Information described in
                  (x) Item
                  1115(b)(1) of Regulation AB or (y) Item 1115(b)(2) of Regulation
                  AB,
                  respectively, 

              


      

       

      
        	(B)  	
                with
                  respect to each Derivative Agreement entered into in connection
                  with such
                  Securitization, cause another entity to replace the Derivative
                  Provider as
                  a party to such Derivative Agreement or, if such replacement cannot
                  be
                  effected, to enter into a replacement derivative agreement on terms
                  substantially identical to such Derivative Agreement (as determined
                  by the
                  Depositor in its sole discretion), which entity (1) meets or exceeds
                  (or a
                  guarantor, as applicable, for such entity meets or exceeds) any
                  rating
                  agency criteria set forth in, or otherwise applicable to, such
                  Derivative
                  Agreement (as determined by the Depositor in its sole discretion),
                  (2) has
                  entered into an agreement with Sponsor and Depositor substantially
                  in the
                  form of this Agreement, (3) has
                  agreed to comply with the immediately preceding clause (A) and
                  Section
                  2(b)(iii), and
                  (4) has been approved by the Depositor (which approval shall not
                  be
                  unreasonably withheld),

              


      

       

      
        	(C)  	
                obtain
                  a guaranty of the Derivative Provider’s obligations under the Derivative
                  Agreement from an affiliate of the Derivative Provider, which affiliate
                  (1) meets or exceeds any rating agency criteria set forth in, or
                  otherwise
                  applicable to, such Derivative Agreement (as determined by the
                  Depositor
                  in its sole discretion), (2) has entered into an agreement with
                  the
                  Sponsor and Depositor substantially in the form of this Agreement,
                  (3) has
                  agreed to comply with the immediately preceding clause (A) and
                  Section
                  2(b)(iii) such that the information provided in respect of such
                  affiliate
                  will satisfy any requirements under Item 1115 of Regulation AB
                  that are
                  applicable to the Derivative Provider (as determined by the Depositor
                  in
                  its sole discretion), and (4) has been approved by the Depositor
                  (which
                  approval shall not be unreasonably withheld),
                  or

              


      

       

      
        	(D)  	
                post
                  collateral in an amount sufficient to reduce the “significance percentage”
                  for purposes of Item 1115 of Regulation AB with respect to any
                  Derivative
                  Agreement relating to such Securitization, calculated separately
                  or in the
                  aggregate with other Derivative Agreements for such Securitization
                  (such
                  aggregation and calculation of the “significance percentage” as determined
                  by the Depositor in its sole discretion) (1) to 5% if the Depositor
                  has
                  notified the Derivative Provider that the “significance percentage” is 10%
                  or more (but less than 20%) or (2) to 15% if the Depositor has
                  notified
                  the Derivative Provider that the “significance percentage” is 20% or more;
                  and

              


      

       

      
        	(iii)  	
                for
                  so long (A) as the Depositor is required to file Exchange Act Reports
                  in
                  respect of the related Issuing Entity (which the parties hereto
                  may assume
                  shall be for the calendar year following the closing date of the
                  related
                  Securitization, unless otherwise notified in writing by the Sponsor)
                  and
                  (B) the “significance percentage” for any Derivative Agreement relating to
                  such Securitization (calculated separately or in the aggregate
                  with other
                  Derivative Agreements for such Securitization) is (x) 10% or more
                  (but
                  less than 20%) or (y) 20% or more, in each case based on a reasonable
                  good-faith determination by the Depositor of the significance percentage
                  in accordance with Item 1115 of Regulation AB, if the Derivative
                  Provider
                  has provided Company Financial Information to the Depositor pursuant
                  to
                  Section 2(a)(ii) or Section 2(b)(ii), the Derivative Provider,
                  at its own
                  expense, shall within five (5) days of the release of any updated
                  Company
                  Financial Information, provide to the Depositor such updated Company
                  Financial Information. 

              


      

       

      
        	(iv)  	
                In
                  no event shall the Derivative Provider be required to calculate
                  the
                  “significance percentage” for purposes of this
                  Agreement.

              


      

       

      
        	(c)  	
                The
                  Derivative Provider shall provide all Company Financial Information
                  provided pursuant to this Section 2 in Microsoft Word® format, Microsoft
                  Excel® format or another format suitable for conversion to the format
                  required for filing by the Depositor with the Commission via the
                  Electronic Data Gathering and Retrieval System (EDGAR) (for avoidance
                  of
                  doubt, Company Financial Information shall not be provided in .pdf
                  format); alternatively, if permitted by Regulation AB (as determined
                  by
                  the Sponsor in its sole discretion), the Derivative Provider may
                  provide
                  such Company Financial Information by providing to the Depositor
                  written
                  consent to incorporate by reference in Exchange Act Reports of
                  the
                  Depositor such Company Financial Information from reports filed
                  by the
                  Derivative Provider pursuant to the Exchange Act. In addition,
                  the
                  Derivative Provider shall also provide Company Financial Information
                  provided pursuant to Section 2(a)(ii) in a format appropriate for
                  use in
                  the related Free Writing Prospectus and Prospectus Supplement.
                  If any
                  Company Financial Information provided pursuant to this Section
                  2 has been
                  audited, the Derivative Provider shall cause its outside accounting
                  firm
                  to provide to the Depositor such accounting firm’s written consent to the
                  filing or incorporation by reference in the Exchange Act Reports
                  of the
                  Depositor of such accounting firm’s report relating to its audits of such
                  Company Financial Information. 

              


      

       

      Section
        3.  Representations
        and Warranties of the Derivative Provider.

       

      The
        Derivative Provider represents and warrants to the Depositor, as of the date
        on
        which the Derivative Provider first provides Company Financial Information
        to
        the Depositor under Section 2(a)(ii), Section 2(b)(ii) or Section 2(b)(iii),
        that, except as disclosed in writing to the Depositor prior to such date:
        

       

      
        	(a)  	
                the
                  outside accounting firm that certifies the financial statements
                  and
                  supporting schedules included in Company Financial Information,
                  or which
                  provides a procedures letter with respect to such Company Financial
                  Information, (as applicable) is an independent registered public
                  accounting firm as required by the Securities
                  Act;

              


      

       

      
        	(b)  	
                the
                  selected financial data and summary financial information included
                  in the
                  Company Financial Information present fairly the information shown
                  therein
                  and have been compiled on a basis consistent with that of the audited
                  financial statements of the Derivative
                  Provider;

              


      

       

      
        	(c)  	
                the
                  financial statements included in the Company Financial Information
                  present
                  fairly the consolidated financial position of the Derivative Provider
                  and
                  its consolidated subsidiaries as of the dates indicated and the
                  consolidated results of their operations and cash flows for the
                  periods
                  specified; except as otherwise stated in the Company Financial
                  Information, such financial statements have been prepared in conformity
                  with United States generally accepted accounting principles (“GAAP”)
                  applied on a consistent basis; and the supporting schedules included
                  in
                  the Company Financial Information present fairly in accordance
                  with GAAP
                  the information required to be stated therein; and
                  

              


      

       

      
        	(d)  	
                the
                  Company Financial Information and other Company Information included
                  in
                  any Free Writing Prospectus or Prospectus Supplement or referenced
                  via a
                  website link or incorporated by reference in the Registration Statement
                  (including through filing on an Exchange Act Report), at the time
                  they
                  were or hereafter are filed with the Commission, complied in all
                  material
                  respects with the requirements of Item 1115(b) of Regulation AB
                  (in the
                  case of the Company Financial Information), and did not and will
                  not
                  contain an untrue statement of a material fact or omit to state
                  a material
                  fact required to be stated therein or necessary in order to make
                  the
                  statements therein, in the light of the circumstances under which
                  they
                  were made, not misleading.

              


      

       

      Section
        4.  Third
        Party Beneficiaries.

       

      The
        Derivative Provider agrees that the terms of this Agreement shall be
        incorporated by reference into any Derivative Agreement so that each Issuing
        Entity or Administrator that is a party to a Derivative Agreement shall be
        an
        express third party beneficiary of this Agreement. 

       

      Section
        5.  Indemnification.

       

      The
        Derivative Provider indemnification set forth in Addendum A hereto is
        incorporated by reference herein.

       

      Section
        6.  Additional
        Termination Events.

       

      
        	(a)  	
                (i)
                  Any breach by the Derivative Provider of a representation or warranty
                  set
                  forth in Section 3 to the extent made as of a date prior to a Closing
                  Date, which is not cured by such Closing Date (or, in the case
                  of
                  information required under Section 2(a), the date of printing of
                  the Free
                  Writing Prospectus or Prospectus Supplement, as applicable), or
                  (ii) any
                  breach by the Derivative Provider of a representation or warranty
                  pursuant
                  to Section 3 to the extent made as of a date subsequent to such
                  Closing
                  Date, or (iii) any failure by the Derivative Provider to comply
                  with the
                  requirements of Section 2(a), Section 2(b)(ii) or so much of Section
                  2(b)(iii) as relates to Section 2(a) or 2(b)(ii), shall immediately
                  and
                  automatically, without notice, constitute an Additional Termination
                  Event
                  under each Derivative Agreement, entered into in connection with
                  the
                  related Securitization with respect to which the Derivative Provider
                  shall
                  be the sole Affected Party. 

              


      

       

      
        	(b)  	
                Any
                  failure of the Derivative Provider to satisfy the requirements
                  of Section
                  2(b)(ii) within ten (10) calendar days of any Derivative Disclosure
                  Event
                  shall constitute an Additional Termination Event under each Derivative
                  Agreement entered into in connection with the related Securitization,
                  which respect to which the Derivative Provider shall be the sole
                  Affected
                  Party. 

              


      

       

      
        	(c)  	
                Following
                  a termination of a Derivative Agreement resulting from an Additional
                  Termination Event set forth in this Section 6, a termination payment
                  (if
                  any) shall be payable under such Derivative Agreement by the applicable
                  party as determined under Section 6(e)(ii) of the related Master
                  Agreement, with Market Quotation and Second Method being the applicable
                  method for determining such termination payment (notwithstanding
                  anything
                  in such Derivative Agreement to the contrary).


              


      

       

      
        	(d)  	
                In
                  the event that a replacement entity or replacement derivative agreement
                  has been secured in accordance with Section 2(b)(ii)(B), or a guarantor
                  has been secured in accordance with Section 2(b)(ii)(C), the Derivative
                  Provider shall promptly reimburse the Issuing Entity for all reasonable
                  incidental expenses incurred by the Issuing Entity in connection
                  with the
                  replacement of the Derivative Provider or Derivative Agreement
                  or addition
                  of such guarantor. The provisions of this paragraph shall not limit
                  whatever rights the Issuing Entity may have under other provisions
                  of this
                  Agreement or otherwise, whether in equity or at law, such as an
                  action for
                  damages, specific performance or injunctive
                  relief.

              


      

       

      Section
        7.  Miscellaneous.

       

      
        	(a)  	
                Construction.
                  Throughout this Agreement, as the context requires, (i) the singular
                  tense
                  and number includes the plural, and the plural tense and number
                  includes
                  the singular, (ii) the past tense includes the present, and the
                  present
                  tense includes the past, and (iii) references to parties, sections,
                  schedules, and exhibits mean the parties, sections, schedules,
                  and
                  exhibits of and to this Agreement. The section headings in this
                  Agreement
                  are inserted only as a matter of convenience, and in no way define,
                  limit,
                  extend, or interpret the scope of this Agreement or of any particular
                  section. 

              


      

       

      
        	(b)  	
                Assignment.
                  No party to this Agreement may assign its rights under this Agreement
                  without the prior written consent of the other parties hereto.
                  Subject to
                  the foregoing, this Agreement shall be binding on and inure to
                  the benefit
                  of the parties and their respective successors and permitted assigns.
                  

              


      

       

      
        	(c)  	
                Notices.
                  All
                  notices and other communications hereunder will be in writing (including
                  by facsimile) and effective only upon receipt, and, if sent to
                  the
                  Derivative Provider will be mailed or delivered to Bear Stearns
                  Financial
                  Products Inc., 383 Madison Avenue, New York, New York 10179, Attention:
                  DPC Manager, if sent to the Sponsor will be mailed or delivered
                  to IndyMac
                  Bank, F.S.B., 888
                  East Walnut Street, Pasadena, California 91101-7211,
                  Attention: Capital Markets, and if sent to a Depositor will be
                  mailed or
                  delivered to IndyMac ABS, Inc. or IndyMac MBS, Inc., as applicable,
                  155
                  North Lake Avenue, Pasadena, California 91101, Attention: Capital
                  Markets. 

              


      

       

      
        	(d)  	
                Governing
                  Law. This Agreement shall be governed by and construed in accordance
                  with
                  the internal laws of the State of New York without regard to the
                  conflict
                  of laws principles thereof (other than Sections 5-1401 and 5-1402
                  of the
                  New York General Obligations Law).

              


      

       

      
        	(e)  	
                Additional
                  Documents. Each party hereto agrees to execute any and all further
                  documents and writings and to perform such other actions which
                  may be or
                  become necessary or expedient to effectuate and carry out this
                  Agreement.

              


      

       

      
        	(f)  	
                Amendment
                  and Waiver. This Agreement may not be modified or amended except
                  by an
                  instrument in writing signed by the parties hereto. No waiver of
                  any
                  provision of this Agreement or of any rights or obligations of
                  any party
                  under this Agreement shall be effective unless in writing and signed
                  by
                  the party or parties waiving compliance, and shall be effective
                  only in
                  the specific instance and for the specific purpose stated in that
                  writing.

              


      

       

      
        	(g)  	
                Counterparts.
                  This Agreement may be executed in one or more counterparts, each
                  of which
                  shall be deemed an original, all of which together shall constitute
                  one
                  and the same instrument.

              


      

       

      
        	(h)  	
                Severability.
                  Any provision hereof which is prohibited or unenforceable shall
                  be
                  ineffective only to the extent of such prohibition or unenforceability
                  without invalidating the remaining provisions
                  hereof.

              


      

       

      
        	(i)  	
                Integration.
                  This Agreement contains the entire understanding of the parties
                  with
                  respect to the subject matter hereof. There are no restrictions,
                  agreements, promises, representations, warranties, covenants or
                  undertakings with respect to the subject matter hereof other than
                  those
                  expressly set forth or referred to herein. This Agreement supersedes
                  all
                  prior agreements and understandings between the parties with respect
                  to
                  its subject matter.

              


      

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective officers thereunto duly authorized as of the day and
        year
        first above written.

       

       

      INDYMAC
        BANK F.S.B.


       

      By:
        ________________________________________

      Name:  

      Title:  

       

       

      INDYMAC
        ABS, INC.


       

      By:
        ________________________________________

      Name:  

      Title:  

       

       

      INDYMAC
        MBS, INC.


       

      By:
        ________________________________________

      Name:  

      Title:  

       

       

      BEAR
        STEARNS FINANCIAL PRODUCTS, INC.


       

      By:
        ________________________________________

      Name:  

      Title:  

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Addendum
        A


      


      Indemnification

       

      (a) The
        Derivative Provider shall indemnify IndyMac Bank FSB (“IndyMac” or the
“Sponsor”), the related Depositor and Issuing Entity, each person responsible
        for the preparation, execution or filing of any report required to be filed
        with
        the Commission with respect to such Depositor or Issuing Entity, or for
        execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
        under
        the Exchange Act; each broker dealer acting as underwriter, each person who
        controls any of such parties (within
        the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
        Act);
        and the
        respective present and former directors, officers, employees and agents of
        each
        of the foregoing, and shall hold each of them harmless from and against any
        losses, damages, penalties, fines, forfeitures, legal fees and expenses and
        related costs, judgments, and any other costs, fees and expenses that any
        of
        them may sustain arising out of or based upon:

       

      
        	(i)  	
                (A)
                  any untrue statement of a material fact contained or alleged to
                  be
                  contained in any
                  information, report, accountants’ consent or other material
                  provided in written or electronic form under
                  Section 2 of that certain Item 1115 Agreement, dated as of November
                  __,
                  2006, among IndyMac Bank FSB, the Depositor and the Derivative
                  Provider
                  (the “Agreement”)
                  by
                  or on behalf of the Derivative Provider or
                  referenced via a website link or incorporated by reference in the
                  Registration Statement (including through filing on an Exchange
                  Act
                  Report) (collectively,
                  the “Company
                  Information”),
                  or (B) the omission or alleged omission to state in the Company
                  Information a material fact required to be stated in the Company
                  Information or necessary in order to make the statements therein,
                  in the
                  light of the circumstances under which they were made, not
                  misleading;

              


      

       

      
        	(ii)  	
                any
                  failure by the Derivative Provider to deliver any information,
                  report,
                  certification, accountants’ letter or other material when and as required
                  under Section 2 of the Agreement, other than the information required
                  by
                  Sections 2(a)(ii) and 2(b)(ii) of the Agreement; or
                  

              


      

       

      
        	(iii)  	
                any
                  breach by the Derivative Provider of a representation or warranty
                  set
                  forth in Section 3 of the Agreement and made as of a date prior
                  to the
                  Closing Date, to the extent that such breach is not cured by the
                  Closing
                  Date, or any breach by the Derivative Provider of a representation
                  or
                  warranty pursuant to Section 3 to the extent made as of a date
                  subsequent
                  to the Closing Date.

              


      

       

      In
        the
        case of any failure of performance described in clause 2 of this addendum,
        the
        Derivative Provider shall promptly reimburse the Depositor, the Sponsor or
        the
        Issuing Entity, as applicable, and each Person responsible for the preparation,
        execution or filing of any report required to be filed with the Commission
        with
        respect to such Securitization Transaction, or for execution of a certification
        pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with
        respect
        to such Securitization Transaction, for all costs reasonably incurred by
        each
        such party in order to obtain the information, report, certification,
        accountants’ letter or other material not delivered as required by the
        Derivative Provider. 

      


      (b)
        IndyMac Bank and the related Depositor shall indemnify the Derivative Provider,
        each person who controls the Derivative Provider (within the meaning of Section
        15 of the Securities Act and Section 20 of the Exchange Act); and the respective
        present and former directors, officers, employees and agents of each of the
        foregoing, and shall hold each of them harmless from and against any losses,
        damages, penalties, fines, forfeitures, legal fees and expenses and related
        costs, judgments, and any other costs, fees and expenses that any of them
        may
        sustain arising out of or based upon (A) any untrue statement of a material
        fact
        contained or alleged to be contained in the related Free Writing Prospectus
        or
        Prospectus Supplement (other than the Company Information), or (B) the omission
        or alleged omission to state in related Free Writing Prospectus or Prospectus
        Supplement (other than the Company Information) a material fact required
        to be
        stated in the Free Writing Prospectus or Prospectus Supplement or necessary
        in
        order to make the statements therein, in the light of the circumstances under
        which they were made, not misleading.

       

      Capitalized
        terms used and not otherwise defined in this addendum shall have the meanings
        set forth in the Agreement.




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      R

    


    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    Key:

    X
      -
      obligation

    


    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    


    
      	
               

              Reg
                AB Reference

               

            	
               

              Servicing
                Criteria

               

            	
               

              Servicer

               

            	
               

              Trustee

               

            	
               

              Notes

               

            
	
               

              1122(d)(1)(i)

               

            	
               

              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(1)(ii)

               

            	
               

              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(1)(iii)

               

            	
               

              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

               

            	 	 	
               

              NA

               

            
	
               

              1122(d)(1)(iv)

               

            	
               

              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

               

            	
               

              X

               

            	 	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Reg
                AB Reference

               

            	
               

              Servicing
                Criteria

               

            	
               

              Primary
                Servicer

               

            	
               

              Trustee

               

            	
               

              Notes

               

            
	
               

              1122(d)(2)(i)

               

            	
               

              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(2)(ii)

               

            	
               

              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(2)(iii)

               

            	
               

              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(2)(iv)

               

            	
               

              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(2)(v)

               

            	
               

              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(2)(vi)

               

            	
               

              Unissued
                checks are safeguarded so as to prevent unauthorized access.

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(2)(vii)

               

            	
               

              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

               

            	
               

              X

               

            	
               

              X

               

            	 


    

    


    


    


    
      	
               

              Reg
                AB Reference

               

            	
               

              Servicing
                Criteria

               

            	
               

              Servicer

               

            	
               

              Trustee

               

            	
               

              Notes

               

            
	
               

              1122(d)(3)(i)

               

            	
               

              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the Servicer.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(3)(ii)

               

            	
               

              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(3)(iii)

               

            	
               

              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

               

            	
               

              X

               

            	
              X

            	 
	
               

              1122(d)(3)(iv)

               

            	
               

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

               

            	
               

              X

               

            	
              X

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
               

              Reg
                AB Reference

               

            	
               

              Servicing
                Criteria

               

            	
               

              Servicer

               

            	
               

              Trustee

               

            	
               

              Notes

               

            
	
               

              1122(d)(4)(i)

               

            	
               

              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(4)(ii)

               

            	
               

              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(4)(iii)

               

            	
               

              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

               

            	
               

              X

               

            	
               

              X

               

            	 
	
               

              1122(d)(4)(iv)

               

            	
               

              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(v)

               

            	
               

              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(vi)

               

            	
               

              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(vii)

               

            	
               

              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(viii)

               

            	
               

              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(ix)

               

            	
               

              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

               

            	
               

              X

               

            	 	 
	 	 	 	 	 
	
               

              Reg
                AB Reference

               

            	
               

              Servicing
                Criteria

               

            	
               

              Servicer

               

            	
               

              Trustee

               

            	
               

              Notes

               

            
	
               

              1122(d)(4)(x)

               

            	
               

              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(xi)

               

            	
               

              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(xii)

               

            	
               

              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(xiii)

               

            	
               

              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(xiv)

               

            	
               

              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

               

            	
               

              X

               

            	 	 
	
               

              1122(d)(4)(xv)

               

            	
               

              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

               

            	
               

              X (with
                respect to a swap disclosure event)

               

            	
               

              X

               

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      S

    


    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 3.24(e). If the Trustee is indicated below as to any item, then
      the
      Trustee is primarily responsible for obtaining that information. 

    


    Under
      Item 1 of Form 10-D: a) items marked “4.03 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.03,
      provided by the Trustee based on information received from the Servicer; and
      b)
      items marked “Form 10-D report” are required to be in the Form 10-D report but
      not the 4.03 statement, provided by the party indicated. Information under
      all
      other Items of Form 10-D is to be included in the Form 10-D report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the distribution date for the asset-backed
                securities.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.03
                statement

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              4.03
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              4.03
                statement

            
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              4.03
                statement

            
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              4.03
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              4.03
                statement

            
	
              (iv)
                The amount of excess cash flow or excess spread and the disposition
                of
                excess cash flow.

            	
              4.03
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              4.03
                statement

            
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. 

            	
              4.03
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              4.03
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              4.03
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted 

              average
                life, weighted average remaining term, pool factors and prepayment
                amounts.

            	
              4.03
                statement

              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            
	
              (9)
                Delinquency and loss information for the period. 

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              4.03
                statement.

               

               

              Form
                10-D report: Servicer

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              4.03
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties 

              or
                payments during the distribution period or that have cumulatively
                become
                material over time.

            	
              Form
                10-D report: Servicer

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Trustee (based on actual knowledge to the extent not
                notified
                by the Servicer or the Depositor)and Depositor (to the extent of
                actual
                knowledge)

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              4.03
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

               

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a pre-funding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any pre-funding or revolving accounts, if
                applicable.

               

              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Depositor

               

               

              Form
                10-D report: Servicer

               

               

               

               

              Form
                10-D report: Servicer

            
	
              Item
                1121(b) - Pre-Funding or Revolving Period Information

               

              Updated
                pool information as required under Item 1121(b).

            	
              N/A

            
	
              2

            	
              Legal
                Proceedings

            	 
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Trustee

               

              Issuing
                entity

               

              Servicer,
                affiliated Servicer, other Servicer servicing 20% or more of pool
                assets
                at time of report, other material servicers

               

              Originator
                of 20% or more of pool assets as of the Cut-off Date

               

              Custodian

            	
               

               

               

              Seller

               

              Depositor

               

              Trustee

               

              Depositor

               

               

              Servicer

               

              Seller

               

              Trustee

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	 
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	
               

               

              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

            	 
	
              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after expiration of any grace
                period and provision of any required notice)

            	
               

               

              Trustee
                

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	 
	
              Information
                from Item 4 of Part II of Form 10-Q

            	
              Party
                submitting the matter to Holders for vote 

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

            	 
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

               

              Determining
                applicable disclosure threshold

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

               

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

               

               

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              8

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	
              9

            	
              Exhibits

            	 
	
              Distribution
                report

            	
              Trustee

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            
	
              8-K

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                

              that
                is material to the securitization, even if depositor is not a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              Servicer;
                or any of the following that is a party to the agreement if Servicer
                is
                not: Trustee, Sponsor, Depositor

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	 
	
              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is 

              not
                a party. 

               

              Examples:
                servicing agreement, custodial agreement.

            	
              Servicer;
                or any of the following that is a party to the agreement if Servicer
                is
                not: Trustee, Sponsor, Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Depositor, with respect to any of the following: 

               

              Sponsor
                (Seller), Depositor, Servicer, affiliated Servicer, other Servicer
                servicing 20% or more of pool assets at time of report, other material
                servicers, Trustee, significant obligor, credit enhancer (10% or
                more),
                derivatives counterparty

            	
              Depositor

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of 

              default,
                that would materially alter the payment priority/distribution of
                cash
                flows/amortization schedule.

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 4.03 statement

            	
              Servicer/Trustee
                (to the extent of actual knowledge)

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	
              Trustee

            
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                

              entity”

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 
	
              [Not
                included in reports to be filed under Section 3.18]

            	
              Depositor

            
	
              6.02

            	
              Change
                of Servicer or Trustee

            	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                servicer, affiliated servicer, other servicer servicing 10% or more
                of
                pool assets at time of report, other material servicers, certificate
                administrator or trustee. Reg AB disclosure about any new servicer
                or
                trustee is also required.

            	
              Trustee
                or Servicer

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition 

              of
                an enhancement, or a material change in the enhancement provided.
                Applies
                to external credit enhancements as well as derivatives. Reg AB disclosure
                about any new enhancement provider is also required.

            	
              Depositor
                or Trustee

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trustee
                

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	 
	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	
              Depositor

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                

              Regulation
                AB as a result of the foregoing, provide the information called for
                in
                Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

            	 
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, 

              that
                the registrant deems of importance to security holders.

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

            
	
              9B

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              Servicer

            
	
              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information

               

              Determining
                applicable disclosure threshold

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

            
	
              Item
                1117 - Legal proceedings pending against the following entities,
                or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Trustee

               

              Issuing
                entity

               

              Servicer,
                affiliated Servicer, other Servicer servicing 20% or more of pool
                assets
                at time of report, other material servicers

               

              Originator
                of 20% or more of pool assets as of the Cut-off Date

            	
               

               

               

              Seller

               

              Depositor

               

              Trustee

               

               

              Depositor

               

              Servicer

               

              Servicer

            
	
              Item
                1119 - Affiliations and relationships between the following entities,
                or
                their respective affiliates, that are material to
                Certificateholders:

               

              Sponsor
                (Seller)

               

              Depositor

               

              Trustee

               

              Servicer,
                affiliated Servicer, other Servicer servicing 20% or more of pool
                assets
                at time of report, other material servicers

               

              Originator

               

              Credit
                Enhancer/Support Provider

               

              Significant
                Obligor

            	
               

               

              Seller

               

              Depositor

               

              Trustee
                (only as to affiliations between the Trustee and such other parties
                listed)

               

               

              Servicer

               

              Depositor

               

              Depositor

               

              Servicer

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Each
                Party participating in the servicing function

            
	
              Item
                1123 - Servicer Compliance Statement

            	
              Servicer

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    EXHIBIT
      T

    


    CERTIFICATE
      GUARANTY INSURANCE POLICY

    


    

      CERTIFICATE
        GUARANTY INSURANCE POLICY

       

      POLICY
        NUMBER: 491720

      OBLIGATIONS:             
         IndyMac
        Home Equity Mortgage Loan Asset-Backed Trust, 

      Series
        INDS 2007-1

      Home
        Equity Mortgage Loan Asset-Backed Certificates, 

      Series
        INDS 2007-1, Class A and Class A-IO

      


      MBIA
        Insurance Corporation (the “Insurer”), in consideration of the payment of the
        premium and subject to the terms of this Certificate Guaranty Insurance Policy
        (this “Policy”), hereby unconditionally and irrevocably guarantees to any Owner
        that an amount equal to each full and complete Insured Payment will be received
        from the Insurer by Deutsche Bank National Trust Company, or its successors,
        as
        trustee for the Owners (the “Trustee”), on behalf of the Owners, for
        distribution by the Trustee to each Owner of each Owner’s applicable share of
        the Insured Payment. The Insurer’s obligations hereunder with respect to a
        particular Insured Payment shall be discharged to the extent funds equal
        to the
        applicable Insured Payment are received by the Trustee, whether or not such
        funds are properly applied by the Trustee. Insured Payments shall be made
        only
        at the time set forth in this Policy, and no accelerated Insured Payments
        shall
        be made regardless of any acceleration of the Obligations, unless such
        acceleration is at the sole option of the Insurer. 

       

      Notwithstanding
        the foregoing paragraph, this Policy does not cover shortfalls, if any,
        attributable to the liability of the Trust Fund, any REMIC or the Trustee
        for
        withholding taxes, if any (including interest and penalties in respect of
        any
        such liability).

       

      The
        Insurer shall pay any Insured Payment that is a Preference Amount on the
        Business Day following receipt on a Business Day by the Fiscal Agent (as
        described below) of (a) a certified copy of the order requiring the return
        of a preference payment, (b) an opinion of counsel satisfactory to the
        Insurer that such order is final and not subject to appeal, (c) an
        assignment in such form as is reasonably required by the Insurer, irrevocably
        assigning to the Insurer all rights and claims of the Owner relating to or
        arising under the Obligations against the debtor which made such preference
        payment or otherwise with respect to such preference payment and
        (d) appropriate instruments to effect the appointment of the Insurer as
        agent for such Owner in any legal proceeding related to such preference payment,
        such instruments being in a form satisfactory to the Insurer, provided that
        if
        such documents are received after 12:00 noon, New York City time, on
        such Business Day, they will be deemed to be received on the following Business
        Day. Such payments shall be disbursed to the receiver or trustee in bankruptcy
        named in the final order of the court exercising jurisdiction on behalf of
        the
        Owner and not to any Owner directly unless such Owner has returned principal
        or
        interest paid on the Obligations to such receiver or trustee in bankruptcy,
        in
        which case such payment shall be disbursed to such Owner.

       

      The
        Insurer shall pay any other amount payable hereunder no later than
        12:00 noon, New York City time, on the later of the Distribution Date
        on which the related Deficiency Amount is due or the third Business Day
        following receipt in New York, New York on a Business Day by U.S. Bank
        Trust National Association, as fiscal agent for the Insurer, or any successor
        fiscal agent appointed by the Insurer (the “Fiscal Agent”), of a Notice (as
        described below), provided that if such Notice is received after
        12:00 noon, New York City time, on such Business Day, it will be
        deemed to be received on the following Business Day. If any such Notice received
        by the Fiscal Agent is not in proper form or is otherwise insufficient for
        the
        purpose of making claim hereunder, it shall be deemed not to have been received
        by the Fiscal Agent for purposes of this paragraph, and the Insurer or the
        Fiscal Agent, as the case may be, shall promptly so advise the Trustee and
        the
        Trustee may submit an amended Notice.

       

      Insured
        Payments due hereunder, unless otherwise stated herein, will be disbursed
        by the
        Fiscal Agent to the Trustee on behalf of the Owners by wire transfer of
        immediately available funds in the amount of the Insured Payment less, in
        respect of Insured Payments related to Preference Amounts, any amount held
        by
        the Trustee for the payment of such Insured Payment and legally available
        therefor.

       

      The
        Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent shall
        in no
        event be liable to Owners for any acts of the Fiscal Agent or any failure
        of the
        Insurer to deposit, or cause to be deposited, sufficient funds to make payments
        due under this Policy.

       

      Subject
        to the terms of the Agreement, the Insurer shall be subrogated to the rights
        of
        each Owner to receive payments under the Obligations to the extent of any
        payment by the Insurer hereunder.

       

      As
        used
        herein, the following terms shall have the following meanings:

       

      “Agreement”
means
        the Pooling and Servicing Agreement, dated as of February 1, 2007, among
        IndyMac
        Bank, F.S.B., as Seller and Servicer, IndyMac ABS, Inc., as Depositor, and
        the
        Trustee, as trustee and as supplemental interest trust trustee, in each case
        without regard to any amendment or supplement thereto, unless such amendment
        or
        supplement has been approved in writing by the Insurer.

       

      “Business
        Day”
means
        any day other than (a) a Saturday or a 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
        required or authorized by law or executive order to be closed.

       

      “Deficiency
        Amount”
means,
        with respect to any Distribution Date, the excess, if any, of Required
        Distributions for such Distribution Date over Offered Certificate Available
        Funds. Notwithstanding anything to the contrary herein, the aggregate Deficiency
        Amount which may be paid under this Policy shall not exceed the Maximum Insured
        Amount.

       

      “Final
        Scheduled Distribution Date”
means
        the Distribution Date in March 2037.

       

      “Insured
        Payment”
        means
        (a) as of any Distribution Date, any Deficiency Amount and (b) any
        Preference Amount.

       

      “Maximum
        Insured Amount”
means
        $449,550,000 in respect of principal, plus interest thereon calculated at
        the
        applicable Pass-Through Rate for the Class A Certificates plus interest on
        the
        Notional Amount of the Class A-IO Certificates calculated at the applicable
        Pass-Through Rate. 

       

      “Notice”
means
        the telephonic or telegraphic notice, promptly confirmed in writing by facsimile
        substantially in the form of Exhibit A attached hereto, the original of
        which is subsequently delivered by registered or certified mail, from the
        Trustee specifying the Insured Payment which shall be due and owing on the
        applicable Distribution Date.

       

      “Offered
        Certificate Available
        Funds”
means,
        with respect to any Distribution Date, funds allocated from amounts available
        pursuant to the Agreement to make distributions on the Class A and Class
        A-IO
        Certificates on such Distribution Date, including without limitation amounts
        on
        deposit in the Distribution Account and amounts received under the Interest
        Rate
        Swap Agreement.

       

      “Owner”
means
        each Certificateholder (as defined in the Agreement) of an Obligation who,
        on
        the applicable Distribution Date, is entitled under the terms of the applicable
        Obligations to payment thereunder. 

       

      “Preference
        Amount” means
        any
        amount previously distributed to an Owner on the Obligations that is recoverable
        and sought to be recovered as a voidable preference by a trustee in bankruptcy
        pursuant to the United States Bankruptcy Code (11 U.S.C.), as amended
        from time to time, in accordance with a final nonappealable order of a court
        having competent jurisdiction.

       

      “Required
        Distributions” means,
        (a) with respect to any Distribution Date, the sum of (i) the amount of interest
        that has accrued on the Obligations at the applicable Pass-Through Rate during
        the related Interest Accrual Period, net of any Net Interest Shortfalls and
        (ii)
        if such Distribution Date is not the Final Scheduled Distribution Date, the
        amount, if any, by which the Class Certificate Balance of the Class A
        Certificates (after giving effect to all distributions of Offered Certificate
        Available Funds on such Distribution Date) exceeds the aggregate Stated
        Principal Balance of the Mortgage Loans as of the last day of the related
        Remittance Period, and (b) on the Final Scheduled Distribution Date, the
        Class
        Certificate Balance of the Class A Certificates (after giving effect to all
        distributions to be made on such Distribution Date). Required Distributions
        do
        not include Net WAC Cap Carry Forward Amounts.

       

      Capitalized
        terms used herein and not otherwise defined herein shall have the respective
        meanings set forth in the Agreement as of the date of execution of this Policy,
        without giving effect to any subsequent amendment to or modification of the
        Agreement unless such amendment or modification has been approved in writing
        by
        the Insurer.

       

      Any
        notice hereunder or service of process on the Fiscal Agent may be made at
        the
        address listed below for the Fiscal Agent or such other address as the Insurer
        shall specify in writing to the Trustee.

       

      The
        notice address of the Fiscal Agent is 100 Wall Street, Suite 1600,
        New York, New York 10005, Attention: Corporate Trust Services, or such
        other address as the Fiscal Agent shall specify to the Trustee in
        writing.

       

      THIS
        POLICY IS BEING ISSUED UNDER AND PURSUANT TO, AND SHALL BE CONSTRUED UNDER,
        THE
        LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF
        LAWS PRINCIPLES THEREOF.

       

      The
        insurance provided by 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 cancelable for any reason. The premium on this Policy is not
        refundable for any reason, including payment, or provision being made for
        payment, prior to maturity of the Obligations.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      IN
        WITNESS WHEREOF, the Insurer has caused this Policy to be executed and attested
        this 14th day of February 2007. 

       

      MBIA
        INSURANCE CORPORATION

       

      By
        ___________________________________

      Title:
        President

       

      Attest:

       

      By
        ___________________________________

      Title:
        Assistant Secretary

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A

      TO
        CERTIFICATE GUARANTY INSURANCE

      POLICY
        NUMBER: 491720 


       

      NOTICE
        UNDER CERTIFICATE GUARANTY

      INSURANCE
        POLICY NUMBER: 491720

       

      U.S.
        Bank
        Trust National Association, as Fiscal Agent

        for
        MBIA Insurance Corporation

      100
        Wall
        Street, Suite 1600

      New
        York,
        NY 10005

      Attention: Corporate
        Trust Services 

       

      MBIA
        Insurance Corporation

      113
        King
        Street

      Armonk,
        NY 10504

       

      The
        undersigned, a duly authorized officer of [NAME OF TRUSTEE] as trustee (the
        “Trustee”), hereby certifies to U.S. Bank Trust National Association (the
“Fiscal Agent”) and MBIA Insurance Corporation (the “Insurer”), with reference
        to Certificate Guaranty Insurance Policy Number: 491720 (the “Policy”)
        issued by the Insurer in respect of the IndyMac Home Equity Mortgage Loan
        Asset-Backed Trust, Series INDS 2007-1, Home Equity Mortgage Loan Asset-Backed
        Certificates, Series INDS 2007-1, Class A and Class A-IO (the “Obligations”),
        that:

      


      (a) the
        Trustee is the trustee under the Pooling and Servicing Agreement, dated as
        of
        February 1, 2007, among IndyMac Bank, F.S.B., as Seller and Servicer, IndyMac
        ABS, Inc., as Depositor, and the Trustee, as trustee and as supplemental
        interest trust trustee for the Owners;

       

      (b) the
        amount due under the definition of Deficiency Amount for the Distribution
        Date
        occurring on [                 ]
        (the
“Applicable Distribution Date”) is $[                 ]
        (the
“Deficiency Amount”); 

       

      (c) the
        amount of previously distributed payments on the Obligations that is recoverable
        and sought to be recovered as a voidable preference by a trustee in bankruptcy
        pursuant to the Bankruptcy Code in accordance with a final nonappealable
        order
        of a court having competent jurisdiction is $[                 ]
        (the
“Preference Amount”);

       

      (d) the
        total
        Insured Payment due is $[           ],
        which
        amount equals the sum of the Deficiency Amount and the Preference
        Amount;

       

      (e) the
        Trustee is making a claim under and pursuant to the terms of the Policy for
        the
        dollar amount of the Insured Payment set forth in (b) above to be applied
        to the
        payment of the Deficiency Amount for the Applicable Distribution Date in
        accordance with the Agreement and for the dollar amount of the Insured Payment
        set forth in (c) above to be applied to the payment of any Preference Amount;
        and

       

      (f) the
        Trustee directs that payment of the Insured Payment be made to the following
        account by bank wire transfer of federal or other immediately available funds
        in
        accordance with the terms of the Policy: [TRUSTEE’S ACCOUNT
        NUMBER].

       

      Any
        capitalized term used in this Notice and not otherwise defined herein shall
        have
        the meaning assigned thereto in the Policy.

       

      Any
        Person Who Knowingly And With Intent To Defraud Any Insurance Company Or
        Other
        Person Files An Application For Insurance Or Statement Of Claim Containing
        Any
        Materially False Information, Or Conceals For The Purpose Of Misleading,
        Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance
        Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To
        Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such
        Violation.

       

      IN
        WITNESS WHEREOF, the Trustee has executed and delivered this Notice under
        the
        Policy as of the [     ]
        day of
        [                 ],
        [     ].

       

      [NAME
        OF
        TRUSTEE], as Trustee

       

      By
        ___________________________________

      Title
        __________________________________