efc8-0027_emailex41.htm


     

    
      EXHIBIT
        4.1

    

     

    
      The
        Pooling and Servicing Agreement.

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        

        

      

      
 

      
        


      

       

      IndyMac
        MBS, Inc.

      Depositor

       

      IndyMac
        Bank, F.S.B.

      Seller
        and Servicer

       

      Deutsche
        Bank National Trust Company

      Trustee
        and Supplemental Interest Trustee

       

      ________________________________________

       

      Pooling
        and Servicing Agreement

      Dated
        as
        of December 1, 2007

      ________________________________________

       

      IndyMac
        INDA Mortgage Loan Trust

      2007-AR9

       

      Mortgage
        Pass-Through Certificates

      Series
        2007-AR9

       

      
        


         

         

         

        
          

          

        

        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

      

      TABLE
        OF CONTENTS

       

      
        


        
          	
                  Page

                
	 	 	 
	
                  ARTICLE
                    ONE Definitions

                	
                  10

                
	 	 	 
	
                  Section
                    1.01

                	
                  Definitions.

                	
                  10

                
	
                  Section
                    1.02

                	
                  Rules
                    of Construction.

                	
                  43

                
	 	 	 
	
                  ARTICLE
                    TWO Conveyance of Mortgage Loans; Representations and
                    Warranties

                	
                  45

                
	 	 	 
	
                  Section
                    2.01

                	
                  Conveyance
                    of Mortgage Loans.

                	
                  45

                
	
                  Section
                    2.02

                	
                  Acceptance
                    by the Trustee of the Mortgage Loans.

                	
                  48

                
	
                  Section
                    2.03

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

                	
                  50

                
	
                  Section
                    2.04

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

                	
                  52

                
	
                  Section
                    2.05

                	
                  Delivery
                    of Opinion of Counsel in Connection with Substitutions.

                	
                  52

                
	
                  Section
                    2.06

                	
                  Execution
                    and Delivery of Certificates.

                	
                  53

                
	
                  Section
                    2.07

                	
                  REMIC
                    Matters.

                	
                  53

                
	 	 	 
	
                  ARTICLE
                    THREE Administration and Servicing of Mortgage Loans

                	
                  54

                
	 	 	 
	
                  Section
                    3.01

                	
                  Servicer
                    to Service Mortgage Loans.

                	
                  54

                
	
                  Section
                    3.02

                	
                  [Reserved].

                	
                  55

                
	
                  Section
                    3.03

                	
                  Rights
                    of the Depositor and the Trustee in Respect of the
                    Servicer.

                	
                  55

                
	
                  Section
                    3.04

                	
                  [Reserved].

                	
                  55

                
	
                  Section
                    3.05

                	
                  Trustee
                    to Act as Servicer.

                	
                  55

                
	
                  Section
                    3.06

                	
                  Collection
                    of Mortgage Loan Payments; Certificate Account; Distribution
                    Account; Swap
                    Account; Collateral Account.

                	
                  55

                
	
                  Section
                    3.07

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

                	
                  59

                
	
                  Section
                    3.08

                	
                  Access
                    to Certain Documentation and Information Regarding the Mortgage
                    Loans.

                	
                  59

                
	
                  Section
                    3.09

                	
                  Permitted
                    Withdrawals from the Certificate Account, the Distribution Account
                    and the
                    Swap Account.

                	
                  59

                
	
                  Section
                    3.10

                	
                  Maintenance
                    of Hazard Insurance; Maintenance of Primary Insurance
                    Policies.

                	
                  61

                
	
                  Section
                    3.11

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

                	
                  62

                
	
                  Section
                    3.12

                	
                  Realization
                    Upon Defaulted Mortgage Loans.

                	
                  63

                
	
                  Section
                    3.13

                	
                  Trustee
                    to Cooperate; Release of Mortgage Files.

                	
                  65

                
	
                  Section
                    3.14

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

                	
                  66

                
	
                  Section
                    3.15

                	
                  Servicing
                    Compensation.

                	
                  66

                
	
                  Section
                    3.16

                	
                  Access
                    to Certain Documentation.

                	
                  67

                
	
                  Section
                    3.17

                	
                  Annual
                    Statement as to Compliance.

                	
                  67

                
	
                  Section
                    3.18

                	
                  Errors
                    and Omissions Insurance; Fidelity Bonds.

                	
                  67

                
	
                  Section
                    3.19

                	
                  The
                    Swap Contract.

                	
                  67

                
	
                  Section
                    3.20

                	
                  Notification
                    of Adjustments.

                	
                  69

                
	
                  Section
                    3.21

                	
                  Prepayment
                    Charges.

                	
                  69

                
	
                  Section
                    3.22

                	
                  Late
                    Payment Fees.

                	
                  70

                
	
                   

                	 	 


        

         

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  ARTICLE
                    FOUR Distributions and Advances by the Servicer

                	
                  71

                
	 	 	 
	
                  Section
                    4.01

                	
                  Advances.

                	
                  71

                
	
                  Section
                    4.02

                	
                  Priorities
                    of Distribution.

                	
                  72

                
	
                  Section
                    4.03

                	
                  Cross-Collateralization;
                    Adjustments to Available Funds

                	
                  76

                
	
                  Section
                    4.04

                	
                  [Reserved].

                	
                  77

                
	
                  Section
                    4.05

                	
                  Allocation
                    of Realized Losses.

                	
                  77

                
	
                  Section
                    4.06

                	
                  Monthly
                    Statements to Certificateholders.

                	
                  78

                
	
                  Section
                    4.07

                	
                  Determination
                    of Pass-Through Rates for LIBOR Certificates.

                	
                  82

                
	
                  Section
                    4.08

                	
                  Supplemental
                    Interest Trust.

                	
                  83

                
	 	 	 
	
                  ARTICLE
                    FIVE The Certificates

                	
                  85

                
	 	 	 
	
                  Section
                    5.01

                	
                  The
                    Certificates.

                	
                  85

                
	
                  Section
                    5.02

                	
                  Certificate
                    Register; Registration of Transfer and Exchange of
                    Certificates.

                	
                  85

                
	
                  Section
                    5.03

                	
                  Mutilated,
                    Destroyed, Lost or Stolen Certificates.

                	
                  90

                
	
                  Section
                    5.04

                	
                  Persons
                    Deemed Owners.

                	
                  90

                
	
                  Section
                    5.05

                	
                  Access
                    to List of Certificateholders’ Names and Addresses.

                	
                  90

                
	
                  Section
                    5.06

                	
                  Maintenance
                    of Office or Agency.

                	
                  91

                
	 	 	 
	
                  ARTICLE
                    SIX The Depositor and the Servicer

                	
                  92

                
	 	 	 
	
                  Section
                    6.01

                	
                  Respective
                    Liabilities of the Depositor and the Servicer.

                	
                  92

                
	
                  Section
                    6.02

                	
                  Merger
                    or Consolidation of the Depositor or the Servicer.

                	
                  92

                
	
                  Section
                    6.03

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

                	
                  92

                
	
                  Section
                    6.04

                	
                  Limitation
                    on Resignation of the Servicer.

                	
                  93

                
	 	 	 
	
                  ARTICLE
                    SEVEN Default

                	
                  94

                
	 	 	 
	
                  Section
                    7.01

                	
                  Events
                    of Default.

                	
                  94

                
	
                  Section
                    7.02

                	
                  Trustee
                    to Act; Appointment of Successor.

                	
                  95

                
	
                  Section
                    7.03

                	
                  Notification
                    to Certificateholders.

                	
                  96

                
	
                   

                	 	 
	
                  ARTICLE
                    EIGHT Concerning the Trustee

                	
                  98

                
	 	 	 
	
                  Section
                    8.01

                	
                  Duties
                    of the Trustee.

                	
                  98

                
	
                  Section
                    8.02

                	
                  Certain
                    Matters Affecting the Trustee.

                	
                  98

                
	
                  Section
                    8.03

                	
                  Trustee
                    Not Liable for Certificates or Mortgage Loans.

                	
                  100

                
	
                  Section
                    8.04

                	
                  Trustee
                    May Own Certificates.

                	
                  100

                
	
                  Section
                    8.05

                	
                  Trustee’s
                    Fees and Expenses.

                	
                  100

                
	
                  Section
                    8.06

                	
                  Eligibility
                    Requirements for the Trustee.

                	
                  101

                
	
                  Section
                    8.07

                	
                  Resignation
                    and Removal of the Trustee.

                	
                  101

                
	
                  Section
                    8.08

                	
                  Successor
                    Trustee.

                	
                  102

                
	
                  Section
                    8.09

                	
                  Merger
                    or Consolidation of the Trustee.

                	
                  103

                
	
                  Section
                    8.10

                	
                  Appointment
                    of Co-Trustee or Separate Trustee.

                	
                  103

                
	
                  Section
                    8.11

                	
                  Tax
                    Matters.

                	
                  104

                
	 	 	 


        

         

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  ARTICLE
                    NINE Termination

                	
                  107

                
	 	 	 
	
                  Section
                    9.01

                	
                  Termination
                    upon Liquidation or Purchase of the Mortgage Loans.

                	
                  107

                
	
                  Section
                    9.02

                	
                  Final
                    Distribution on the Certificates.

                	
                  108

                
	
                  Section
                    9.03

                	
                  Additional
                    Termination Requirements.

                	
                  109

                
	
                  Section
                    9.04

                	
                  Termination
                    of the Supplemental Interest Trust.

                	
                  109

                
	 	 	 
	
                  ARTICLE
                    TEN Miscellaneous Provisions

                	
                  110

                
	 	 	 
	
                  Section
                    10.01

                	
                  Amendment.

                	
                  110

                
	
                  Section
                    10.02

                	
                  Recordation
                    of Agreement; Counterparts.

                	
                  111

                
	
                  Section
                    10.03

                	
                  Governing
                    Law.

                	
                  112

                
	
                  Section
                    10.04

                	
                  Intention
                    of Parties.

                	
                  112

                
	
                  Section
                    10.05

                	
                  Notices.

                	
                  112

                
	
                  Section
                    10.06

                	
                  Severability
                    of Provisions.

                	
                  113

                
	
                  Section
                    10.07

                	
                  Assignment

                	
                  113

                
	
                  Section
                    10.08

                	
                  Limitation
                    on Rights of Certificateholders.

                	
                  113

                
	
                  Section
                    10.09

                	
                  Inspection
                    and Audit Rights.

                	
                  114

                
	
                  Section
                    10.10

                	
                  Certificates
                    Nonassessable and Fully Paid.

                	
                  114

                
	
                  Section
                    10.11

                	
                  Official
                    Record.

                	
                  115

                
	
                  Section
                    10.12

                	
                  Protection
                    of Assets.

                	
                  115

                
	
                  Section
                    10.13

                	
                  Qualifying
                    Special Purpose Entity.

                	
                  115

                
	 	 	 
	
                  ARTICLE
                    ELEVEN Exchange Act Reporting

                	
                  115

                
	 	 	 
	
                  Section
                    11.01

                	
                  Filing
                    Obligations.

                	
                  115

                
	
                  Section
                    11.02

                	
                  Form
                    10-D Filings.

                	
                  115

                
	
                  Section
                    11.03

                	
                  Form
                    8-K Filings.

                	
                  117

                
	
                  Section
                    11.04

                	
                  Form
                    10-K Filings.

                	
                  117

                
	
                  Section
                    11.05

                	
                  Sarbanes-Oxley
                    Certification.

                	
                  119

                
	
                  Section
                    11.06

                	
                  Form
                    15 Filing.

                	
                  120

                
	
                  Section
                    11.07

                	
                  Report
                    on Assessment of Compliance and Attestation.

                	
                  120

                
	
                  Section
                    11.08

                	
                  Use
                    of Subcontractors.

                	
                  121

                
	
                  Section
                    11.09

                	
                  Amendments.

                	
                  121

                


        

      

       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

       

      
        


        
          	
                  SCHEDULES

                
	 	 	 
	
                  Schedule
                    I:

                	
                  Mortgage
                    Loan Schedule

                	
                  S-I-1

                
	 	 	 
	
                  Schedule
                    II:

                	
                  Representations
                    and Warranties of the Seller/Servicer

                	
                  S-II-1

                
	 	 	 
	
                  Schedule
                    III:

                	
                  Representations
                    and Warranties as to the Mortgage Loans

                	
                  S-III-1

                
	 	 	 
	
                  Schedule
                    IV:

                	
                  Reserved

                	
                  S-IV-1

                
	 	 	 
	
                  Schedule
                    V:

                	
                  Form
                    of Monthly Report

                	
                  S-V-1

                
	 	 	 
	 	 	 
	 	 	 
	
                  EXHIBITS

                
	 	 	 
	
                  Exhibit
                    A:

                	
                  Form
                    of Senior Certificate

                	
                  A-1

                
	 	 	 
	
                  Exhibit
                    B:

                	
                  Form
                    of Subordinated Certificate

                	
                  B-1

                
	 	 	 
	
                  Exhibit
                    C:

                	
                  Form
                    of Class A-R Certificate

                	
                  C-1

                
	 	 	 
	
                  Exhibit
                    D:

                	
                  [Reserved]

                	
                  D-1

                
	 	 	 
	
                  Exhibit
                    E

                	
                  Form
                    of Reverse of Certificates

                	
                  E-1

                
	 	 	 
	
                  Exhibit
                    F-1:

                	
                  Form
                    of Class P Certificates

                	
                  F-1-1

                
	 	 	 
	
                  Exhibit
                    F-2:

                	
                  Form
                    of Class L Certificates

                	
                  F-2-1

                
	 	 	 
	
                  Exhibit
                    G-1:

                	
                  Form
                    of Initial Certification of Trustee

                	
                  G-1-1

                
	 	 	 
	
                  Exhibit
                    G-2:

                	
                  Form
                    of Delay Delivery Certification

                	
                  G-2-1

                
	 	 	 
	
                  Exhibit
                    H:

                	
                  Form
                    of Final Certification of Trustee

                	
                  H-1

                
	 	 	 
	
                  Exhibit
                    I:

                	
                  Form
                    of Transfer Affidavit

                	
                  I-1

                
	 	 	 
	
                  Exhibit
                    J:

                	
                  Form
                    of Transferor Certificate

                	
                  J-1

                
	 	 	 
	
                  Exhibit
                    K:

                	
                  Form
                    of Investment Letter (Non-Rule 144A)

                	
                  K-1

                
	 	 	 
	
                  Exhibit
                    L:

                	
                  Form
                    of Rule 144A Letter

                	
                  L-1

                
	 	 	 
	
                  Exhibit
                    M:

                	
                  Form
                    of Request for Release (for Trustee)

                	
                  M-1

                
	 	 	 
	
                  Exhibit
                    N:

                	
                  Request
                    for Release of Documents

                	
                  N-1

                
	 	 	 
	
                  Exhibit
                    O-1:

                	
                  Form
                    of Certificate to Be Provided by the Depositor with Form
                    10-K

                	
                  O-1

                
	 	 	 
	
                  Exhibit
                    O-2:

                	
                  Form
                    of Trustee’s Officer’s Certificate

                	
                  O-2

                
	 	 	 


        

         

         

        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        

         

        
 

        
          	
                  Exhibit
                    P:

                	
                  Form
                    of Swap Contract

                	
                  P-1

                
	 	 	 
	
                  Exhibit
                    Q:

                	
                  Reporting
                    Responsibility

                	
                  Q-1

                
	 	 	 
	
                  Exhibit
                    R:

                	
                  Form
                    of Performance Certification (Trustee)

                	
                  R-1

                
	 	 	 
	
                  Exhibit
                    S:

                	
                  Form
                    of Servicing Criteria to be Addressed in Assessment of Compliance
                    Statement

                	
                  S-1

                
	 	 	 
	
                  Exhibit
                    T:

                	
                  Form
                    of List of Item 1119 Parties

                	
                  T-1

                
	 	 	 
	
                  Exhibit
                    U:

                	
                  Form
                    of Sarbanes-Oxley Certification (Replacement of Servicer)

                	
                  U-1

                


        
 


      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

       

       

       

      This
        Pooling And Servicing Agreement, dated as of December 1, 2007, among IndyMac
        MBS, 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
        (in that capacity, the “Trustee”),
        and as
        supplemental interest trustee (in that capacity, the “Supplemental
        Interest
        Trustee”).

       

      W
        i t n e s s e t h  T h a
        t

       

      In
        consideration of the mutual agreements set forth in this Agreement, the parties
        agree as follows:

       

      P
        r e l i m i n a r y  S t
        a t e m e n t

       

      The
        Depositor is the owner of the Trust
        Fund that is hereby conveyed to the Trustee in return for the
        Certificates.  As provided in this Agreement, the Trustee shall elect
        that the Trust Fund (exclusive of the Supplemental Interest Trust, the Swap
        Contract, the Swap Account and any amounts in respect of waived Prepayment
        Charges paid by the Servicer to the Class P-1 and Class P-2 Certificates,
        as
        applicable, pursuant to Section 3.20(b) and any amounts in respect of waived
        Late Payment Fees paid by the Servicer to the Class L Certificates pursuant
        to
        Section 3.21(b)) be treated for federal income tax purposes as comprising
        three
        real estate mortgage investment conduits (each, a “REMIC”
or,
        in the
        alternative, “REMIC
        1,” “REMIC
        2” and the
“Master
        REMIC”).  Each Certificate, other than the Class A-R
        Certificate, and the uncertificated Class IO Interest retained by Deutsche
        Bank
        Securities Inc. will represent ownership of one or more regular interests
        in the
        Master REMIC for purposes of the REMIC Provisions.  The Class A-R
        Certificates represent ownership of the sole class of residual interest in
        each
        REMIC created under this Agreement.  The Master REMIC will hold as
        assets the several classes of uncertificated REMIC 2 Interests (other than
        the
        Class R-2 Interest).  REMIC 2 will hold as assets the several classes
        of uncertificated REMIC 1 Interests (other than the Class R-1
        Interest).  REMIC 1 will hold as assets all property of the Trust Fund
        other than the Supplemental Interest Trust, the Swap Contract and the Swap
        Account.  Each REMIC 2 Interest (other than the Class R-2 Interest) is
        hereby designated as a regular interest in REMIC 2.  Each REMIC 1
        Interest (other than the Class R-1 Interest) is hereby designated as a regular
        interest in REMIC 1.

       

      
        The
          latest possible maturity date of all REMIC regular interests created in
          this
          Agreement shall be the Latest Possible Maturity Date.  All amounts in
          respect of waived Prepayment Charges paid by the Servicer to the Class
          P-1 and
          Class P-2 Certificates pursuant to Section 3.20(b) will be treated as paid
          directly by the Servicer to the Class P-1 and Class P-2 Certificates and
          not as
          paid by or through any REMIC created under this Agreement.  All
          amounts in respect of waived Late Payment Fees paid by the Servicer to
          the Class
          L Certificates will be treated as paid directly by the Servicer to the
          Class L
          Certificates pursuant to Section 3.21(b) and not as paid by or through
          any REMIC
          created under this Agreement.

      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      REMIC
        1

       

      The
        REMIC
        1 Regular Interests will have the initial principal balance, Pass-Through
        Rates
        and corresponding Loan Groups as set forth in the following table:

       

      
        	
                REMIC
                  1
                  Interests

              	
                Initial
                  Principal 

                Balance
                  or

                Notional
                  Amount

              	
                Pass-Through
                  

                Rate

              	
                Corresponding
                  

                Loan
                  Group

              
	
                A-1  (0.9%
                  of the Subordinated Portion of Loan Group 1)

              	
                (1)

              	
                (2)

              	
                1

              
	
                B-1  (0.1%
                  of the Subordinated Portion of Loan Group 1)

              	
                (1)

              	
                (2)

              	
                1

              
	
                C-1  (Excess
                  of Loan Group 1)

              	
                (1)

              	
                (2)

              	
                1

              
	
                A-2  (0.9%
                  of the Subordinated Portion of Loan Group 2)

              	
                (1)

              	
                (2)

              	
                2

              
	
                B-2  (0.1%
                  of the Subordinated Portion of Loan Group 2)

              	
                (1)

              	
                (2)

              	
                2

              
	
                C-2  (Excess
                  of Loan Group 2)

              	
                (1)

              	
                (2)

              	
                2

              
	
                A-3
                  (0.9% of the Subordinated Portion of Loan Group 3)

              	
                (1)

              	
                (2)

              	
                3

              
	
                B-3
                  (0.1% of the Subordinated Portion of Loan Group 3)

              	
                (1)

              	
                (2)

              	
                3

              
	
                C-3
                  (Excess of Loan Group 3)

              	
                (1)

              	
                (2)

              	
                3

              
	
                1-P

              	
                $100

              	
                (3)

              	
                N/A

              
	
                1-$100

              	
                $100

              	
                (4)

              	
                N/A

              
	
                R-1

              	
                (5)

              	
                (5)

              	
                N/A

              


      

      _______________

      (1)
        Each
        Class A Interest will have a principal balance initially equal to 0.9% of
        the
        Subordinated Portion of its corresponding Loan Group. Each Class B Interest
        will
        have a principal balance initially equal to 0.1% of the the Subordinated
        Portion
        of its corresponding Loan Group. The initial principal balance of each Class
        C
        Interest will equal the excess of the initial aggregate principal balance
        of its
        corresponding Loan Group over the initial aggregate principal balances of
        the
        Class A and Class B Interests (and of the Class  1-$100 Interest, in
        the case of the Class C-3 Interest) corresponding to such Loan
        Group.

       

      (2)
        The
        Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in the
        corresponding Loan Group.

       

      (3)
        The
        Class 1-P-1 and Class 1-P-2 Interests will not bear interest.  The
        Class 1-P-1 Interests will be entitled to 100% of any Hard Prepayment Charges
        paid on the Mortgage Loans.  The Class 1-P-2 Interests will be
        entitled to 100% of any Soft Prepayment Charges paid on the Mortgage
        Loans.

       

      (4)
        The
        Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan
        Group
        3.

       

      (5)
        The
        Class R-1 Interest is the sole class of residual interest in REMIC 1. It
        has no
        principal balance and pays no principal or interest.

       

      On
        each
        Distribution Date, the Available Funds shall be distributed with respect
        to the
        REMIC 1 Interests in the following manner:

       

      (1)
        Interest is to be distributed with respect to each REMIC 1 Interest according
        to
        the formulas described above;

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

       

      (2) Principal
        Amounts and Realized Losses will be allocated to make the balances of the
        Class
        1-P-1, Class 1-P-2 and Class 1-$100 Interests equal to the principal balances
        of
        the Class P-1, Class P-2 and Class A-R Certificates, respectively, for such
        Distribution Date.

       

      (3)
        If a
        Cross-Over Situation does not exist with respect to any Class of Interests,
        then
        Principal Amounts and Realized Losses arising with respect to each Loan Group
        will be allocated: first to cause the Loan Group’s corresponding Class A and
        Class B Interests to equal, respectively, 0.9% of the Subordinated Portion
        and
        0.1% of the Subordinated Portion; and second to the Loan Group’s corresponding
        Class C Interest;

       

      (4)
        If a
        Cross-Over Situation exists with respect to the Class A and Class B Interests
        then:

       

      (a)
        if
        the Calculation Rate in respect of the outstanding Class A and Class B Interests
        is less than the Subordinate Pass-Through Rate, Principal Relocation Payments
        will be made proportionately to the outstanding Class A Interests prior to
        any
        other distributions of principal from each such Loan Group; and

       

      (b)
        if
        the Calculation Rate in respect of the outstanding Class A and Class B Interests
        is greater than the Subordinate Pass-Through Rate, Principal Relocation Payments
        will be made proportionately to the outstanding Class B Interests prior to
        any
        other distributions of principal from each such Loan Group.

       

      In
        case
        of either (a) or (b), Principal Relocation Payments will be made so as to
        cause
        the Calculation Rate in respect of the outstanding Class A and Class B Interests
        to equal the Subordinate Pass-Through Rate. With respect to each Loan Group,
        if
        (and to the extent that) the sum of (a) the principal payments comprising
        the
        Principal Amount received during the Due Period and (b) the Realized Losses
        on
        the Mortgage Loans in that Loan Group, are insufficient to make the necessary
        reductions of principal on the Class A and Class B Interests, then interest
        will
        be added to the Loan Group’s other REMIC 1 Interests that are not receiving
        Principal Relocation Payments, in proportion to their principal
        balances.

       

      (c)
        Unless otherwise required to achieve the Calculation Rate, the outstanding
        aggregate Class A and Class B Interests for all Loan Groups will not be reduced
        below 1% of the excess of (i) the aggregate Stated Principal Balances of
        the
        Mortgage Loans as of the end of any Due Period (reduced by any Principal
        Prepayments received after the Due Period that are to be distributed on the
        Distribution Date related to the Due Period)over (ii) the Certificate Balance
        of
        the Senior Certificates (excluding the Class A-R Certificates) for all
        Certificate Groups as of the related Distribution Date (after taking into
        account distributions of principal on such Distribution Date).

       

      If
        (and
        to the extent that) the limitation in paragraph (c) prevents the distribution
        of
        principal to the Class A and Class B Interests of a Loan Group, and if the
        Loan
        Group’s Class C Interest has already been reduced to zero, then the excess
        principal from that Loan Group will be paid to the Class C Interests of the
        other Loan Group, the aggregate Class A and Class B Interests of which are
        less
        than 1% of the Subordinated Portion.  If the Mortgage Loans in the
        Loan Group of the Class C Interest that receives such payment has a Weighted
        Average Adjusted Net Mortgage Rate below the Weighted Average Adjusted Net
        Mortgage Rate of the Loan Group making the payment, then the payment will
        be
        treated by the REMIC 1 as a Realized Loss. Conversely, if the Loan Group
        of the
        Class C Interest that receives such payment has a Weighted Average Adjusted
        Net
        Mortgage Rate above the Weighted Average Adjusted Net Mortgage Rate of the
        Loan
        Group making the payment, then the payment will be treated by the REMIC 1
        as a
        reimbursement for prior Realized Losses.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      REMIC
        2

       

      The
        REMIC
        2 Regular Interests will have the initial principal balance, Pass-Through
        Rates
        and corresponding Loan Groups as set forth in the following table:

       

      
        	
                REMIC
                  2
                  Interests

              	
                Initial
                  Principal 

                Balance

              	
                Pass-Through
                  

                Rate

              	
                Corresponding
                  Class of 

                Certificates
                  or
                  Component

              
	
                Class 2-1-A-1

              	
                (1)

              	
                Variable(2)

              	
                Class
                  1-A-1, Class IO Interest

              
	
                Class
                  2-1-A-2

              	
                (1)

              	
                Variable(2)

              	
                Class 1-A-2

              
	
                Class
                  2-2-A-1

              	
                (1)

              	
                Variable(3)

              	
                Class 2-A-1,
                  Class IO Interest

              
	
                Class
                  2-2-A-2

              	
                (1)

              	
                Variable(3)

              	
                Class 2-A-2

              
	
                Class
                  2-3-A-1

              	
                (1)

              	
                Variable(4)

              	
                Class
                  3-A-1, Class IO Interest

              
	
                Class
                  2-3-A-2

              	
                (1)

              	
                Variable(4)

              	
                Class
                  3-A-2

              
	
                Class 2-$100

              	
                (1)

              	
                Variable(4)

              	
                Class A-R

              
	
                Class 2-B-1

              	
                (1)

              	
                Variable(5)

              	
                Class B-1

              
	
                Class 2-B-2

              	
                (1)

              	
                Variable(5)

              	
                Class B-2

              
	
                Class 2-B-3

              	
                (1)

              	
                Variable(5)

              	
                Class B-3

              
	
                Class
                  2-B-4

              	
                (1)

              	
                Variable(5)

              	
                Class
                  B-4

              
	
                Class
                  2-B-5

              	
                (1)

              	
                Variable(5)

              	
                Class
                  B-5

              
	
                Class
                  2-B-6

              	
                (1)

              	
                Variable(5)

              	
                Class
                  B-6

              
	
                Class
                  2-P-1

              	
                $100

              	
                (6)

              	
                Class
                  P-1

              
	
                Class
                  2-P-2

              	
                $100

              	
                (6)

              	
                Class
                  P-2

              
	
                Class
                  R-2

              	
                (7)

              	
                (7)

              	
                N/A

              


      

      


       

      
        	
                (1)  

              	
                On
                  each Distribution Date, Realized Losses and payments of principal
                  will be
                  allocated to each REMIC 2 Regular Interest in the same amounts
                  as they are
                  allocated to their Corresponding Class of
                  Certificates.

              


      

       

      
        	
                (2)  

              	
                These
                  Interests will bear interest during each Accrual Period for any
                  Distribution Date at a per annum rate equal to the Weighted Average
                  Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans  as of
                  that Distribution Date.

              


      

       

      
        	
                (3)  

              	
                These
                  Interests will bear interest during each Accrual Period for any
                  Distribution Date at a per annum rate equal to the Weighted Average
                  Adjusted Net Mortgage Rate of the Group 2 Mortgage Loans as of
                  that
                  Distribution Date.

              


      

       

      
        	
                (4)  

              	
                These
                  Interests will bear interest during each Interest Accrual Period
                  for any
                  Distribution Date at a per annum rate equal to the Weighted Average
                  Adjusted Net Mortgage Rate of the Group 3 Mortgage Loans as of
                  that
                  Distribution Date.

              


      

       

      
        	
                (5)  

              	
                The
                  Pass-Through Rate for each such Class for each Interest Accrual
                  Period for
                  any Distribution Date will be a per annum rate equal to the Calculation
                  Rate.

              


      

       

      
        	
                (6)  

              	
                The
                  Class 2-P-1 and Class 2-P-2 Interests will not bear
                  interest.  The Class 2-P-1 Interests will be entitled to 100% of
                  any Prepayment Charges paid on the Class P-1
                  Certificates.    The Class 2-P-2 Interests will be
                  entitled to 100% of any Prepayment Charges paid on the Class P-2
                  Certificates.

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (7)  

              	
                The
                  Class R-2 Interest is the sole class of residual interest in REMIC
                  2.  It has no principal balance and pays no principal or
                  interest.

              


      

       

      The
        Master REMIC

       

      The
        following table sets forth characteristics of the Certificates, together
        with
        the minimum denominations and integral multiples in excess thereof in which
        such
        Classes shall be issuable (except that one Certificate of the Class B-4,
        Class
        B-5 and Class B-6 Certificates may be issued in a different
        amount):

       

      
        	
                Class
                  Designation

              	
                Initial
                  Class 

                Certificate
                  Balance

              	
                Pass-Through

                Rate

              	
                Minimum
                  

                Denomination

              	
                Integral
                  Multiples in 

                Excess
                  of Minimum

              
	
                Class A-1

              	
                $283,582,000

              	
                Floating(1)

              	
                $ 
25,000

              	
                $1

              
	
                Class 1-A-2

              	
                $ 
                  22,844,000

              	
                Variable(2)

              	
                $ 
25,000

              	
                $1

              
	
                Class 2-A-2

              	
                $ 
                  15,158,000

              	
                Variable(3)

              	
                $ 
25,000

              	
                $1

              
	
                Class
                  3-A-2

              	
                $ 
                  37,886,000

              	
                Variable(4)

              	
                $ 
25,000

              	
                $1

              
	
                Class A-R

              	
                $   
                            100

              	
                Variable(2)

              	
                $   
                     100

              	
                N/A

              
	
                Class B-1

              	
                $   
                  6,116,000

              	
                Variable(5)

              	
                $ 
25,000

              	
                $1

              
	
                Class B-2

              	
                $   
                  4,395,000

              	
                Variable(5)

              	
                $ 
25,000

              	
                $1

              
	
                Class B-3

              	
                $   
                  3,058,000

              	
                Variable(5)

              	
                $ 
25,000

              	
                $1

              
	
                Class
                  B-4

              	
                $   
                  7,453,000

              	
                Variable(5)

              	
                $100,000

              	
                $1,000

              
	
                Class
                  B-5

              	
                $  
                      956,000

              	
                Variable(5)

              	
                $100,000

              	
                $1,000

              
	
                Class
                  B-6

              	
                $   
                     764,093

              	
                Variable(5)

              	
                $100,000

              	
                $1,000

              
	
                Class
                  P-1

              	
                $  
                             100

              	
                (6)

              	
                $       100

              	
                N/A

              
	
                Class
                  P-2

              	
                $    
                           100

              	
                (7)

              	
                $       100

              	
                N/A

              
	
                Class
                  L

              	
                                 
                  N/A

              	
                (8)

              	
                          
                  N/A

              	
                N/A

              


      

      


      
        	
                (1)  

              	
                The
                  Pass-Through Rate for the Class A-1 Certificates for the Interest
                  Accrual
                  Period related to each Distribution Date will equal the lesser
                  of (x)
                  LIBOR plus the related Pass-Through Margin and (y) the Net Rate
                  Cap;
                  provided that, so long as the Swap Contract remains in effect,
                  the Net
                  Rate Cap will not apply to the Pass-Through Rate of the Class A-1
                  Certificates.  Solely for federal income tax purposes, the
                  Pass-Through Rate for the Class A-1 Certificates will be calculated
                  without reference to the foregoing proviso and by calculating the
                  Net Rate
                  Cap without reference to any Swap Termination Payments.  The
                  Pass-Through Rate for this Class of Certificates for the Interest
                  Accrual
                  Period related to the first Distribution Date is 5.5650% per
                  annum.

              


      

       

      
        	
                (2)  

              	
                The
                  Pass-Through Rate for the Class 1-A-2 Certificates for the Interest
                  Accrual Period related to each Distribution Date will equal the
                  Weighted
                  Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans
                  for that
                  Distribution Date.  The Pass-Through Rate for the Class 1-A-2
                  Certificates for the Interest Accrual Period related to the first
                  Distribution Date is 6.4993% per
                  annum.

              


      

       

      
        	
                (3)  

              	
                The
                  Pass-Through Rate for the Class 2-A-2 Certificates for the Interest
                  Accrual Period related to each Distribution Date will equal the
                  Weighted
                  Average Adjusted Net Mortgage Rate of the Group 2 Mortgage Loans
                  for that
                  Distribution Date.  The Pass-Through Rate for the Class 2-A-2
                  Certificates for the Interest Accrual Period related to the first
                  Distribution Date is 6.5645% per
                  annum.

              


      

       

      
        	
                (4)  

              	
                The
                  Pass-Through Rate for the Class 3-A-2 Certificates for the Interest
                  Accrual Period related to each Distribution Date will equal the
                  Weighted
                  Average Adjusted Net Mortgage Rate of the Group 3 Mortgage Loans
                  for that
                  Distribution Date.  The Pass-Through Rate for the Class 3-A-2
                  Certificates for the Interest Accrual Period related to the first
                  Distribution Date is 6.2236% per
                  annum.

              


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (5)  

              	
                The
                  Pass-Through Rate for each Class of Subordinated Certificates for
                  each
                  Interest Accrual Period for any Distribution Date will be a per
                  annum rate
                  equal to the Subordinate Pass-Through Rate.  The Pass-Through
                  Rate for the Subordinated Certificates for the Interest Accrual
                  Period
                  related to the first Distribution Date is 6.3747% per
                  annum.  For federal income tax purposes, the Pass-Through Rate
                  for each Class of Subordinated Certificates will be the Calculation
                  Rate.

              


      

       

      
        	
                (6)  

              	
                The
                  Class P-1 Certificates will not be entitled to any interest, but
                  will be
                  entitled to 100% of any Hard Prepayment Charges collected on the
                  Mortgage
                  Loans.  The Class P-1 Certificates are issuable as a single
                  certificate.

              


      

       

      
        	
                (7)  

              	
                The
                  Class P-2 Certificates will not be entitled to any interest, but
                  will be
                  entitled to 100% of any Soft Prepayment Charges paid on the Mortgage
                  Loans.  The Class P-2 Certificates are issuable as a single
                  certificate.

              


      

       

      
        	
                (8)  

              	
                The
                  Class L Certificates will not bear interest but will be entitled
                  to 100%
                  of any Late Payment Fees collected on the Mortgage Loans.  For
                  federal income tax purposes, the Trustee will treat Late Payment
                  Fees as
                  beneficially owned by the Holder of the Class L Certificates and
                  shall
                  treat such portion of the Trust Fund as an interest in a “trust” within
                  the meaning of Treasury regulations section 301.7701-4(a) (the
“Grantor
                  Trust”).  The Class L Certificates are issuable as
                  a single certificate.

              


      

       

      The
        Master REMIC will issue an uncertificated Class IO Interest that will be
        retained by Deutsche Bank Securities Inc.  The Class IO Interest will:
        (i) be designated a regular interest in the Master REMIC, (ii) have a notional
        balance on each Distribution Date equal to the sum of the principal balances
        of
        the Class 2-1-A-1, Class 2-2-A-1 and Class 2-3-A-1 Interests for such
        Distribution Date and (iii) have a Pass-Through Rate, for the Interest Accrual
        Period for any Distribution Date, equal to the excess, if any, of the Net
        Rate
        Cap in respect of the Class A-1 Certificates, excluding for purposes of this
        calculation any reference to Swap Termination Payments, over the Pass-Through
        Rate for the Class A-1 Certificates, as adjusted for federal income tax purposes
        in Note (1) to the “Master REMIC” chart, for such Interest Accrual
        Period.

       

      The
        foregoing REMIC structure is intended to cause all of the cash from the Mortgage
        Loans to flow through to the Master REMIC as cash flow on a REMIC regular
        interest, without creating any shortfall—actual or potential (other than for
        credit losses) to any REMIC regular interest.

       

      For
        any
        purpose for which the Pass-Through Rates is calculated, the interest rate
        on the
        Mortgage Loans shall be appropriately adjusted to account for the difference
        between the monthly day count convention of the Mortgage Loans and the monthly
        day count convention of the regular interests issued by each of the
        REMICs.  For purposes of calculating the Pass-Through Rates for each
        of the interests issued by REMIC 1 and the Master REMIC such rates shall
        be
        adjusted to equal a monthly day count convention based on a 30 day month
        for
        each Due Period and a 360-day year so that the Mortgage Loans and all regular
        interests will be using the same monthly day count convention.

       

      Set
        forth
        below are designations of Classes of Certificates to the categories used
        in this
        Agreement:

       

      
        	
                Accretion
                  Directed
                  Certificates                                                                     

              	
                None.

              
	 	 
	
                Accrual
                  Certificates                                                                     

              	
                None.

              
	 	 
	
                Book-Entry
                  Certificates                                                                     

              	
                All
                  Classes of Certificates other than the Physical
                  Certificates.

              
	 	 


      

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      
        	
                Class
                  P
                  Certificates                                                                     

              	
                Class
                  P-1 and Class P-2 Certificates.

              
	 	 
	
                COFI
                  Certificates                                                                     

              	
                None.

              
	 	 
	Components	For
                purposes of calculating distributions of principal and/or interest,
                the
                Component Certificates will be comprised of multiple payment components
                having the designations, Initial Component Balances and Pass-Through
                Rates
                set forth below:
	 	 


      

      
        	 	
                
                  Designation

                

              	 	
                
                  Initial
                    Component 

                  Balance

                

              	 	
                
                  Pass-Through
                    

                  Rate

                

              
	 	
                Class
                  A-1-1 Component

              	 	
                $85,364,000

              	 	
                (1)

              
	 	
                Class
                  A-1-2 Component

              	 	
                $56,644,000

              	 	
                (1)

              
	 	
                Class
                  A-1-3 Component

              	 	
                $141,574,000

              	 	
                (1)

              
	 	 	 	 	 	 
	 	 (1)           The
                Pass-Through Rate for this Component for the Interest Accrual Period
                for
                any Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the related Loan Group for such Distribution
                Date.    
	 	 	 	 	 	 


      

      
        
          	
                  Component
                    Certificates                                                                     

                	
                  Class
                    A-1 Certificates.

                   

                
	
                  Delay
                    Certificates                                                                     

                	
                  All
                    interest-bearing Classes of Certificates other than any Non-Delay
                    Certificates.

                
	 	 
	
                  ERISA-Restricted
                    Certificates,                                                                     

                	
                  The
                    Residual Certificates and the Private Certificates; the Retained
                    Certificates (other than the Private Certificates) until they
                    have been
                    the subject of an ERISA-Qualifying Underwriting; and Certificates
                    that
                    cease to have a rating of BBB- (or its equivalent), or better,
                    from at
                    least one Rating Agency.

                
	 	 
	
                  Group
                    1 Senior
                    Certificates                                                                     

                	
                  Class
                    1-A-2 Certificates and Class A-1-1 Component.

                
	 	 
	
                  Group
                    1
                    Certificates                                                                     

                	
                  Group
                    1 Senior Certificates and the portion of the Subordinated Certificates
                    related to Loan Group 1.

                
	 	 
	
                  Group
                    2 Senior
                    Certificates                                                                     

                	
                  Class
                    2-A-2 Certificates and Class A-1-2 Component.

                
	 	 
	
                  Group
                    2
                    Certificates                                                                     

                	
                  Group
                    2 Senior Certificates and the portion of the Subordinated Certificates
                    related to Loan Group 2.

                
	 	 


        

         

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

         

        
          	
                  Group
                    3 Senior
                    Certificates                                                                     

                	
                  Class
                    3-A-2 and Class A-R Certificates and Class A-1-3
                    Component.

                
	 	 
	
                  Group
                    3
                    Certificates                                                                     

                	
                  Group
                    3 Senior Certificates and the portion of the Subordinated Certificates
                    related to Loan Group 3.

                
	 	 
	
                  LIBOR
                    Certificates                                                                     

                	
                  Class
                    A-1 Certificates.

                
	 	 
	
                  Non-Delay
                    Certificates                                                                     

                	
                  LIBOR
                    Certificates.

                
	 	 
	
                  Notional
                    Amount
                    Certificates                                                                     

                	
                  None.

                
	 	 
	
                  Notional
                    Amount
                    Components                                                                     

                	
                  None.

                
	 	 
	
                  Offered
                    Certificates                                                                     

                	
                  All
                    Classes of Certificates other than the Private
                    Certificates.

                
	 	 
	
                  Physical
                    Certificates                                                                     

                	
                  Class
                    A-R Certificates and the Private Certificates.

                
	 	 
	
                  Planned
                    Principal
                    Classes                                                                     

                	
                  None.

                
	 	 
	
                  Principal
                    Only
                    Certificates                                                                     

                	
                  None.

                
	 	 
	
                  Private
                    Certificates                                                                     

                	
                  Class
                    P-1, Class P-2, Class L, Class B-4, Class B-5 and Class B-6
                    Certificates.

                
	 	 
	
                  Rating
                    Agencies                                                                     

                	
                  Moody’s
                    and S&P.

                
	 	 
	
                  Regular
                    Certificates                                                                     

                	
                  All
                    Classes of Certificates other than the Class A-R
                    Certificates.

                
	 	 
	
                  Residual
                    Certificate                                                                     

                	
                  Class
                    A-R Certificates.

                
	 	 
	
                  Retained
                    Certificates                                                                     

                	
                  Class
                    1-A-2, Class 2-A-2, Class 3-A-2, Class B-1, Class B-2, Class
                    B-3, Class
                    B-4, Class B-5, Class B-6, Class P-1, Class P-2 and Class L
                    Certificates.

                
	 	 
	
                  Senior
                    Certificates                                                                     

                	
                  Class
                    A-1, Class 1-A-2, Class 2-A-2, Class 3-A-2 and Class A-R
                    Certificates.

                
	 	 
	
                  Senior
                    Certificate
                    Group                                                                     

                	
                  The
                    Group 1 Senior Certificates, the Group 2 Senior Certificates
                    and the Group
                    3 Senior Certificates, as applicable.

                
	 	 
	
                  Subordinated
                    Certificates                                                                     

                	
                  Class
                    B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
                    Certificates.

                
	 	 


        

         

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  Targeted
                    Principal
                    Classes                                                                     

                	
                  None.

                
	 	 
	
                  Targeted
                    Principal
                    Component                                                                     

                	
                  None.

                
	 	 


        

      

       

      


      With
        respect to any of the foregoing designations as to which the corresponding
        reference is “None,” all defined terms and provisions in this Agreement relating
        solely to such designations shall be of no force or effect, and any calculations
        in this Agreement incorporating references to such designations shall be
        interpreted without reference to such designations and
        amounts.  Defined terms and provisions in this Agreement relating to
        statistical rating agencies not designated above as Rating Agencies shall
        be of
        no force or effect.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

      

       

      ARTICLE
        ONE

       

      Definitions

       

      Section
        1.01  Definitions.

       

      Unless
        the context requires a different meaning, capitalized terms are used in this
        Agreement as defined below.

       

      Accretion
        Directed
        Certificates:  As specified in the Preliminary
        Statement.

       

      Accretion
        Direction
        Rule:  Not applicable.

       

      Accrual
        Amount:  Not applicable.

       

      Accrual
        Certificates:  As specified in the Preliminary
        Statement.

       

      Accrual
        Termination
        Date:  Not applicable.

       

      Additional
        Designated
        Information:  As defined in Section 11.02.

       

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

       

      Adjusted
        Net Mortgage
        Rate:  As to each Mortgage Loan and any Distribution
        Date, the per annum rate equal to the Mortgage Rate of that Mortgage Loan
        (as of
        the Due Date in the month preceding the month in which such Distribution
        Date
        occurs) less the Expense Fee Rate for that Mortgage Loan.

       

      Adjustment
        Date:  A date specified in each Mortgage Note as a date
        on which the Mortgage Rate on the related Mortgage Loan is subject to
        adjustment.

       

      Advance:  As
        to a Loan Group, the payment required to be made by the Servicer with respect
        to
        any Distribution Date pursuant to Section 4.01, the amount of any such payment
        being equal to the aggregate of payments of principal and interest (net of
        the
        Servicing Fee) on the Mortgage Loans in such Loan Group that were due during
        the
        related Due Period and not received as of the close of business on the related
        Determination Date, together with an amount equivalent to interest on each
        REO
        Property, net of any net income from such REO Property, less the aggregate
        amount of any such delinquent payments that the Servicer has determined would
        constitute a Nonrecoverable Advance if advanced.

       

      Advance
        Notice: As
        defined in Section 4.01(b).

       

      Advance
        Deficiency: As
        defined in Section 4.01(b).

       

      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 with
        the requirements of generally accepted accounting principles.

       

      Aggregate
        Subordinated
        Percentage: With respect to any Distribution Date, the fraction,
        expressed as a percentage, the numerator of which is equal to the aggregate
        Class Certificate Balance of 

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

       

      the
        Subordinated Certificates immediately prior to such Distribution Date and
        the
        denominator of which is the aggregate Stated Principal Balance of all the
        Mortgage Loans as of the Due Date in the month preceding the month of such
        Distribution Date (after giving effect to Principal Prepayments received
        in the
        Prepayment Period related to that prior Due Date).

       

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

       

      Allocable
        Share:  As to any Distribution Date and Class of
        Certificates, the ratio that the amount calculated with respect to such
        Distribution Date (A) with respect to the Senior Certificates of the related
        Senior Certificate Group, pursuant to clause (i) of the definition of Class
        Optimal Interest Distribution Amount (without giving effect to any reduction
        of
        such amount pursuant to Section 4.02 (d)) and (B) with respect to the
        Subordinated Certificates, pursuant to the definition of Assumed Interest
        Amount
        or after the second Senior Termination Date pursuant to clause (i) of the
        definition of Class Optimal Interest Distribution Amount (without giving
        effect
        to any reduction of such amount pursuant to Section 4.02(d)) bears to the
        amount
        calculated with respect to such Distribution Date for each Class of Certificates
        pursuant to clause (i) of the definition of Class Optimal Interest Distribution
        Amount (without giving effect to any reduction of such amount pursuant to
        Section 4.02(d)) or the definition of Assumed Interest Amount for such Loan
        Group and Class, as applicable.

       

      Amount
        Held for Future
        Distribution:  As to any Distribution Date and the
        Mortgage Loans in a Loan Group, 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 last day of the related Prepayment
        Period and Liquidation Proceeds and Subsequent Recoveries relating to the
        Mortgage Loans in such Loan Group received in the month of such Distribution
        Date and (ii) all Scheduled Payments relating to the Mortgage Loans in that
        Loan
        Group due after the related Due Date.

       

      Applicable
        Credit Support
        Percentage:  As
        defined in Section 4.02(e).

       

      Appraised
        Value:  With respect to any Mortgage Loan, the Appraised
        Value of the related Mortgaged Property shall be: (i) with respect to a Mortgage
        Loan other than a Refinance Loan, the lesser of (a) the value of the Mortgaged
        Property based upon the appraisal made at the time of the origination of
        such
        Mortgage Loan and (b) the sales price of the Mortgaged Property at the time
        of
        the origination of such Mortgage Loan; (ii) with respect to a Refinance Loan,
        the value of the Mortgaged Property based upon the appraisal made at the
        time of
        the origination of such Refinance Loan.

       

      Assumed
        Interest
        Amount:  With respect to any Distribution Date, any
        Class of Subordinated Certificates and any Loan Group, one month’s interest
        accrued during the related Interest Accrual Period at the Pass-Through Rate
        for
        such Class of Subordinated Certificates on the related Subordinated Portion
        immediately prior to that Distribution Date.

       

      Available
        Funds:  As to any Distribution Date and the Mortgage
        Loans in a Loan Group, the sum of (a) the aggregate amount held in the
        Certificate Account at the close of business on the related Determination
        Date,
        including any Subsequent Recoveries with respect to the Mortgage Loans in
        that
        Loan Group, net of the Amount Held for Future Distribution, net of Prepayment
        Charges, the $200 held in trust for the Class P Certificates and Late Payment
        Fees and net of amounts permitted to be withdrawn from the Certificate Account
        pursuant to clauses (i) - (viii), inclusive, of Section 3.09(a) and amounts
        permitted to be withdrawn from the Distribution Account pursuant to clauses
        (i)
        - (iii), inclusive, of Section 3.09(b), (b) the amount of the related
        Advance, (c) in connection with Defective Mortgage Loans in such Loan
        Group, as applicable, the aggregate of the Purchase Prices and Substitution
        Adjustment Amounts deposited on the related Distribution Account Deposit
        Date,
        and (d) any amount deposited on the related Distribution Account Deposit
        Date
        pursuant to Section 3.10.  The Holders of the Class P 

       

       

      
        
          
          

        

        
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      Certificates
        will be entitled to all Prepayment Charges received on the Mortgage Loans
        and
        such amounts will not be available for distribution to the Holders of any
        other
        Class of Certificates.  The Holders of the Class L Certificates will
        be entitled to all Late Payment Fees received on the Mortgage Loans, and
        such
        amounts will not be available for distribution to the Holders of any other
        Class
        of Certificates.

       

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

       

      Bankruptcy
        Coverage Termination
        Date:  Not applicable.

       

      Bankruptcy
        Loss:  With respect to any Mortgage Loan, a Deficient
        Valuation or Debt Service Reduction; provided, however, that a
        Bankruptcy Loss shall not be deemed a Bankruptcy Loss under this Agreement
        so
        long as the Servicer has notified the Trustee in writing that the Servicer
        is
        diligently pursuing any remedies that may exist in connection with the related
        Mortgage Loan and either (A) the related Mortgage Loan is not in default
        with
        regard to payments due under the Mortgage Loan or (B) delinquent payments
        of
        principal and interest under the related Mortgage Loan and any related escrow
        payments in respect of such Mortgage Loan are being advanced on a current
        basis
        by the Servicer, in either case without giving effect to any Debt Service
        Reduction or Deficient Valuation..

       

      Bankruptcy
        Loss Coverage
        Amount:  Not applicable.

       

      Blanket
        Mortgage:  The mortgage or mortgages encumbering a
        Cooperative Property.

       

      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 is located (excluding the city where the Certificate Registrar is
        located) are authorized or obligated by law or executive order to be
        closed.

       

      Calculation
        Rate:  For
        each
        Distribution Date, the product of (i) 10 and (ii) the weighted average
        pass-through rate of the outstanding Class A and Class B Interests, treating
        each of the Class A Interests as having an Interest Rate of 0.00%.

       

      Cap
        Counterparty:  Not applicable.

       

      Capitalized
        Advance:  With respect to any Mortgage Loan, any Advance
        or Servicing Advance that was made after the Closing Date and added to the
        unpaid principal balance of that Mortgage Loan in connection with a Loan
        Modification.

       

      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 IndyMac INDA Mortgage Loan Trust 2007-AR9,
        Mortgage Pass-Through Certificates, Series 2007-AR9.”

       

      Certificate
        Balance:
With respect to any Certificate (other than the Class L
        Certificates) at any date of determination, the maximum dollar amount of
        principal to which the Holder thereof is then entitled under this Agreement,
        such amount being equal to the Denomination thereof (A) plus any


       

       

      
        
          
          

        

        
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      increase
        in the Certificate Balance of such Certificate pursuant to Section 4.02 due
        to
        the receipt of Subsequent Recoveries on the Mortgage Loans in a Loan Group,
        (B)
minus the sum
        of (i) all distributions of principal previously made with respect thereto
        and
        (ii) all Realized Losses allocated to that Certificate and, in the case of
        any
        Subordinated Certificates, all other reductions in Certificate Balance
        previously allocated to that Certificate pursuant to Section 4.05 and (C)
        in the
        case of any Class of Accrual Certificates, plus the Accrual
        Amount added to the Class Certificate Balance of such Class prior to such
        date.  The Class L Certificates have no Certificate
        Balance.

       

      Certificate
        Group:  Any of the Group 1, Group 2 or Group 3
        Certificates, as the context requires.

       

      Certificate
        Owner:  With respect to a Book-Entry Certificate, the
        Person who is the beneficial owner of the Book-Entry Certificate.  For
        the 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:  The register maintained pursuant to Section
        5.02.

       

      Certificate
        Registrar:  Deutsche Bank National Trust Company and its
        successors and, if a successor certificate registrar is appointed under this
        Agreement, the successor.

       

      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 Depositor or any affiliate of the Depositor is not 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, except that if the Depositor or its
        affiliates own 100% of the Percentage Interests evidenced by a Class of
        Certificates, 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.

       

      Certification
        Party:  As defined in Section 11.05.

       

      Certifying
        Person:  As defined in Section 11.05.

       

      Class:  All
        Certificates bearing the same class designation as set forth in the Preliminary
        Statement.

       

      Class
        A-1 Component Interest
        Distribution Amount:  For any Distribution Date, (1) the
        sum of (A) the product of (x) the Component Balance of the Class A-1-1 Component
        (immediately prior to that Distribution Date) and (y) the Weighted Average
        Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans, (B) the product
        of (x)
        the Component Balance of the Class A-1-2 Component (immediately prior to
        that
        Distribution Date)  and (y) the Weighted Average Adjusted Net Mortgage
        Rate of the Group 2 Mortgage Loans and (C) the product of (x) the Component
        Balance of the Class A-1-3 Component (immediately prior to that Distribution
        Date) and (y) the Weighted Average Adjusted Net Mortgage Rate of the Group
        3
        Mortgage Loans, minus (2) the aggregate Class Interest Shortfall allocated
        to
        such Components for such Distribution Date.

       

      Class
        A Interest: Each
        of the Class A-1, Class A-2 and Class A-3 Interests.

       

       

      
        
          
          

        

        
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      Class
        B Interest: Each
        of the Class B-1, Class B-2 and Class B-3 Interests.

       

      Class
        C Interest: Each
        of the Class C-1, Class C-2 and Class C-3 Interests.

       

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

       

      Class
        Interest
        Shortfall:  As to any Distribution Date and Class, the
        amount by which the amount described in clause (i) of the definition of Class
        Optimal Interest Distribution Amount for such Class exceeds the amount of
        interest actually distributed on such Class on such Distribution Date pursuant
        to such clause (i).

       

      Class
        IO
        Interest:  The uncertificated interest relating to
        Excess Interest created pursuant to Section 4.02.

       

      Class
        Optimal Interest Distribution
        Amount:  With respect to any Distribution Date and
        interest-bearing Class or Component, the sum of (i) one month’s interest accrued
        during the related Interest Accrual Period at the Pass-Through Rate for such
        Class on the related Class Certificate Balance or Component Balance immediately
        prior to such Distribution Date, subject to reduction pursuant to Section
        4.02(d), and (ii) any Class Unpaid Interest Amounts for such
        Class.  All Classes of Delay Certificates will accrue interest on the
        basis of a 360-day year consisting of twelve 30-day months.  The
        Non-Delay Certificates will accrue interest on the basis of a 360-day year
        and
        the actual number of days in the applicable Interest Accrual
        Period.

       

      Class
        Subordination
        Percentage:  With respect to any Distribution Date and
        each Class of Subordinated Certificates, the fraction (expressed as a
        percentage) the numerator of which is the Class Certificate Balance of such
        Class of Subordinated Certificates immediately prior to such Distribution
        Date
        and the denominator of which is the aggregate Class Certificate Balance of
        all
        Classes of Certificates immediately prior to such Distribution
        Date.

       

      Class
        Unpaid Interest
        Amounts:  As to any Distribution Date and Class of
        interest-bearing Certificates, the amount by which the aggregate Class Interest
        Shortfalls for such Class on prior Distribution Dates exceeds the amount
        distributed on such Class on prior Distribution Dates pursuant to clause
        (ii) of
        the definition of Class Optimal Interest Distribution Amount.

       

      Closing
        Date:  December 27, 2007.

       

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

       

      COFI:  Not
        applicable.

       

      COFI
        Certificates:  Not applicable.

       

      Collateral
        Account:  The separate Eligible Account or Accounts
        created and maintained by the Supplemental Interest Trustee pursuant to
        Section 3.06(h) with a depository institution in the name of the
        Supplemental Interest Trustee for the benefit of the Supplemental Interest
        Trust
        on behalf of the Holders of the LIBOR Certificates and designated “IndyMac Bank,
        F.S.B., in trust for the registered Holders of LIBOR Certificates of IndyMac
        INDA Mortgage Loan Trust 2007-AR9, Mortgage Pass-Through Certificates, Series
        2007-AR9.”

       

      Commission:  The
        United States Securities and Exchange Commission.

       

       

      
        
          
          

        

        
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      Compensating
        Interest:
        For any Distribution Date, 0.125% multiplied by one-twelfth multiplied by
        the
        aggregate Stated Principal Balance of the Mortgage Loans as of the first
        day of
        the prior month.

       

      Component:  As
        specified in the Preliminary Statement.

       

      Component
        Balance:  With respect to each Component and any
        Distribution Date, its initial Component Balance (A) plus any increase in
        that
        Component Balance due to the receipt of Subsequent Recoveries, (B) minus
        the sum
        of all amounts applied in reduction of the Component Balance of that Component
        and Realized Losses allocated thereto.

       

      Component
        Notional
        Amount:Not
        applicable.

       

      Component
        Certificates:  As specified in the Preliminary
        Statement.

       

      Co-op
        Shares:  Shares issued by a Cooperative
        Corporation.

       

      Cooperative
        Corporation:
The entity that holds title (fee or an acceptable leasehold
        estate) to the real property and improvements constituting the Cooperative
        Property and that governs the Cooperative Property, which Cooperative
        Corporation must qualify as a Cooperative Housing Corporation under section
        216
        of the Code.

       

      Cooperative
        Loan: Any
        Mortgage Loan secured by Co-op Shares and a Proprietary Lease.

       

      Cooperative
        Property:  The real property and improvements owned by
        the Cooperative Corporation, including the allocation of individual dwelling
        units to the holders of the Co-op Shares of the Cooperative
        Corporation.

       

      Cooperative
        Unit:  A single family dwelling located in a Cooperative
        Property.

       

      Corporate
        Trust
        Office:  The designated office of the 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: Trust Administration- IN07D9 (IndyMac
        MBS,
        Inc., IndyMac INDA Mortgage Loan Trust 2007-AR9, Mortgage Pass-Through
        Certificates, Series 2007-AR9), and which is the address to which notices
        to and
        correspondence with the Trustee should be directed.  The office of the
        Certificate Registrar for purposes of presentment of certificates for
        registration of transfer, exchange or final payment is located at Deutsche
        Bank
        National Trust Company, c/o DB Services Tennessee, 648 Grassmere Park Road,
        Nashville, Tennessee  37211-3658, Attention: Transfer
        Unit.

       

      Cross-over
        Situation:
For
        any Distribution Date and for any Loan Group (after taking into
        account principal distributions on such Distribution Date) a Cross-Over
        Situation exists with respect to the Class A and Class B Interests of the
        Loan
        Group if such Interests in the aggregate are less than 1% of the Assumed
        Balance
        of the related Loan Group.

       

      Cut-off
        Date:  December 1, 2007.

       

      Cut-off
        Date Pool Principal
        Balance:  $382,212,192.84.

       

      Cut-off
        Date Principal Balance:
As to any Mortgage Loan, its Stated Principal Balance as of
        the
        close of business on the Cut-off Date.

       

       

      
        
          
          

        

        
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      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,
        except a reduction resulting from a Deficient Valuation or a reduction that
        results in a permanent forgiveness of principal.

       

      Defective
        Mortgage
        Loan:  Any Mortgage Loan that is required to be
        repurchased pursuant to Section 2.02 or 2.03.

       

      Deficient
        Valuation:
For any Mortgage Loan, a valuation by a court of competent
        jurisdiction of the Mortgaged Property in an amount less than the then
        outstanding indebtedness under the 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:  Any Certificate evidenced by a Physical
        Certificate and any Certificate issued in lieu of a Book-Entry Certificate
        pursuant to Section 5.02(e).

       

      Delay
        Certificates:  As specified in the Preliminary
        Statement.

       

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

       

      Delay
        Delivery Mortgage
        Loans:  The Mortgage Loans identified on the Mortgage
        Loan Schedule for which none of a related Mortgage File, or neither the Mortgage
        Note, nor a lost note affidavit for a lost Mortgage Note, has been delivered
        to
        the Trustee by the Closing Date.  The Depositor shall deliver the
        Mortgage Files to the Trustee:

       

      (A)           for
        at least 70% of the Mortgage Loans in each Loan Group, not later than the
        Closing Date, and

       

      (B)           for
        the remaining 30% of the Mortgage Loans in each Loan Group, not later than
        five
        Business Days following the Closing Date.

       

      To
        the
        extent that the Seller is in possession of any Mortgage File for any Delay
        Delivery Mortgage Loan, until delivery of the Mortgage File to the Trustee
        as
        provided in Section 2.01, the Seller shall hold the files as Servicer, as
        agent
        and in trust for the Trustee.

       

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

       

      Delinquent:  A
        Mortgage Loan is “Delinquent” if any monthly payment due on a Due Date is not
        made by the close of business on the day immediately preceding the next
        scheduled Due Date for such Mortgage Loan.  A Mortgage Loan is “30
        days Delinquent” if such monthly payment has not been received by the close of
        business on the last day of the month in which such monthly payment was
        due.  The determination of whether a Mortgage Loan is “60 days
        Delinquent”, “90 days Delinquent”, etc.  shall be made in a like
        manner.

       

      Denomination:  For
        each Certificate, the amount on the face of the Certificate as the “Initial
        Certificate Balance of this Certificate” or the “Initial Notional Amount of this
        Certificate” or, if neither of the foregoing, the Percentage Interest appearing
        on the face of the Certificate.

       

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

       

       

      
        
          
          

        

        
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      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 UCC.

       

      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 15th day of each
        month or if that day is not a Business Day the next Business Day.

       

      Distribution
        Account:  The separate Eligible Account created and
        maintained by the Trustee pursuant to Section 3.06(e) 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 INDA
        Mortgage Loan Trust 2007-AR9, Mortgage Pass-Through Certificates, Series
        2007-AR9.” 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 after the
        initial issuance of the Certificates, or if that day is not a Business Day,
        the
        next Business Day, commencing in January 2008.

       

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

       

      Due
        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.

       

      EDGAR:  The
        Commission’s Electronic Data Gathering, Analysis and Retrieval
        system.

       

      Eligible
        Account: Any
        of

       

      (i)           an
        account or accounts 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 either
        such
        holding company or the depository institution or trust company, whichever
        are
        rated higher) have (x) if Moody’s is a Rating Agency at the time amounts are
        held on deposit therein, the highest short-term ratings of Moody's (which
        shall
        be Prime-1), (y) if Fitch is a Rating Agency at the time any amounts are
        held on
        deposit therein, the highest short-term rating of Fitch (which shall be F1
        for
        funds held for less than 30 days, and F1+ for funds held for longer than
        30 days
        and less than 365 days) and (z) if S&P is a Rating Agency at the time any
        amounts are held on deposit therein, a short-term rating of at least A-2,
        for
        funds held no longer than 30 days, and, if funds will be held longer than
        30
        days and less than 365 days, a short-term rating of at least A-1+,
        or

       

      (ii)          if
        either of Moody’s or Fitch is a Rating Agency, an account or accounts in a
        depository institution or trust company in which such accounts are insured
        by
        the FDIC (to the limits established by the FDIC) and the uninsured deposits
        in
        which accounts are otherwise secured such that, as evidenced by an Opinion
        of
        Counsel delivered to the Trustee and to each Rating Agency, the
        Certificateholders have a 

       

       

      
        
          
          

        

        
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      claim
        with respect to the funds in such account or a perfected first priority security
        interest against any collateral (which shall be limited to Permitted
        Investments) securing such funds that is superior to claims of any other
        depositors or creditors of the depository institution or trust company in
        which
        such account is maintained (it being understood that any account permitted
        by
        this clause (ii) shall not be an Eligible Account in connection with a rating
        provided by S&P of any Class of Certificates), or

       

      (iii)         a
        trust account or accounts maintained with (a) the trust department of a federal
        or state chartered depository institution or (b) a trust company, acting
        in its
        fiduciary capacity, or

       

      (iv)         any
        other account acceptable to each Rating Agency.

       

      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 the
        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).

       

      Event
        of
        Default:  As defined in Section 7.01.

       

      Excess
        Interest:  For any Distribution Date after the Swap
        Termination Date, the excess, if any, of (i) the aggregate Class Optimal
        Interest Distribution Amount for the Components for such Distribution Date
        over
        (ii) the Class Optimal Interest Distribution Amount for the Class A-1
        Certificates for such Distribution Date.

       

      Excess
        Loss:  Not applicable.

       

      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)(iii), 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.

       

      Exchange
        Act:  The Securities Exchange Act of 1934, as amended,
        and the rules and regulations promulgated thereunder.

       

      Exchange
        Act
        Reports:  Any reports on Form 10-D, Form 8-K and Form
        10-K required to be filed by the Depositor with respect to the Trust Fund
        under
        the Exchange Act.

       

       

      
        
          
          

        

        
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      Expense
        Fee
        Rate:  As to each Mortgage Loan, the sum of (a) the
        Servicing Fee Rate and (b) 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.

       

      Fitch:  Fitch,
        Inc., or any successor thereto.  If Fitch is designated as a Rating
        Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
        address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,
        New
        York, NY 10004, Attention: MBS Monitoring - IndyMac INDA 2007-AR9, or any
        other
        address Fitch furnishes to the Depositor and the Servicer.

       

      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.

       

      Form
        10-D Disclosure
        Item:  With respect to any Person, any material
        litigation or governmental proceedings pending against such Person, or against
        any of the Trust Fund, the Depositor, the Trustee or the Servicer, if such
        Person has actual knowledge thereof.

       

      Form
        10-K Disclosure
        Item:  With respect to any Person, (a) Form 10-D
        Disclosure Item, and (b) any affiliations or relationships between such
        Person and any Item 1119 Party.

       

      Fraud
        Loan:  Not applicable.

       

      Fraud
        Loss Coverage
        Amount:  Not applicable.

       

      Fraud
        Loss Coverage Termination
        Date:  Not applicable.

       

      Fraud
        Losses:  Realized Losses on Mortgage Loans as to which a
        loss is sustained by reason of a default arising from fraud, dishonesty or
        misrepresentation in connection with the related Mortgage Loan, including
        a loss
        by reason of the denial of coverage under any related Primary Insurance Policy
        because of such fraud, dishonesty or misrepresentation.

       

      Grantor
        Trust:  As specified in the Preliminary
        Statement.

       

      Gross
        Margin:  With respect to each Mortgage Loan, the fixed
        percentage set forth in the related Mortgage Note that is added to the Mortgage
        Index on each Adjustment Date in accordance with the terms of the related
        Mortgage Note used to determine the Mortgage Rate for such Mortgage
        Loan.

       

      Group
        1
        Certificates:  As specified in the Preliminary
        Statement.

       

      Group
        1 Mortgage
        Loan:  Any Mortgage Loan in Loan Group 1.

       

      Group
        1 Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

      Group
        2
        Certificates:  As specified in the Preliminary
        Statement.

       

      Group
        2 Mortgage
        Loan:  Any Mortgage Loan in Loan Group 2.

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

       

      Group
        2 Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

      Group
        3
        Certificates:  As specified in the Preliminary
        Statement.

       

      Group
        3 Mortgage
        Loan:  Any Mortgage Loan in Loan Group 3.

       

      Group
        3 Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

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

       

      Hedged
        Certificates:  Not applicable.

       

      Index:  Not
        applicable.

       

      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.

       

      Initial
        Bankruptcy Loss Coverage
        Amount:  Not
        applicable.

       

      Initial
        LIBOR
        Rate:  4.8650% per annum.

       

      Insurance
        Policy:  For any Mortgage Loan included in the Trust
        Fund, any insurance policy, including all riders and endorsements thereto
        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.

       

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

       

      Interest
        Accrual
        Period:  With respect to each Class of Delay
        Certificates and any Distribution Date, the calendar month prior to the month
        of
        such Distribution Date.  With respect to each Class of Non-Delay
        Certificates and any Distribution Date, the period commencing on the
        Distribution Date in the month immediately preceding the month in which such
        Distribution Date occurs (or, in the case of the first Distribution Date,
        the
        Closing Date) and ending on the day immediately preceding that Distribution
        Date.

       

      Interest
        Determination
        Date:  With respect to (a) any Interest Accrual Period
        for any LIBOR Certificates and (b) any Interest Accrual Period for the COFI
        Certificates for which the applicable Index is LIBOR, the second Business
        Day
        prior to the first day of such Interest Accrual Period.

       

      Interest
        Rate:  With respect to each REMIC 1 Interest, the
        applicable rate set forth or calculated in the manner described in the
        Preliminary Statement.

       

      Interest
        Settlement
        Rate:  As defined in Section 4.07.

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

       

      Item
        1119
        Party:  The Depositor, the Seller, the Servicer, the
        Trustee, the Swap Counterparty, the Supplemental Interest Trustee and any
        other
        material transaction party, as identified in Exhibit T hereto, as updated
        pursuant to Section 11.04.

       

      Late
        Payment
        Fee:  As to a Mortgage Loan, any fees assessable by the
        related mortgagee in connection with the late payment of a Scheduled Payment
        due
        after the Cut-off Date.

       

      Latest
        Possible Maturity
        Date:  The Distribution Date, determined as of the
        Closing Date, following the third anniversary of the later of: (i) the scheduled
        maturity date of the Mortgage Loan having the latest scheduled maturity date
        as
        of the Cut-off Date, and (ii) the latest possible maturity of any Substitute
        Mortgage Loan that may be substituted for any Mortgage Loan pursuant to this
        Agreement.

       

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

       

      LIBOR:  The
        London interbank offered rate for one month United States dollar deposits
        calculated in the manner described in Section 4.07.

       

      LIBOR
        Certificates:  As specified in the Preliminary
        Statement.

       

      LIBOR
        Determination
        Date: For any Interest Accrual Period, the second London Business
        Day prior to the commencement of such Interest Accrual Period.

       

      Limited
        Exchange Act Reporting
        Obligations:  The obligations of the Servicer under
        Section 3.17(b), Section 6.02 and Section 6.04 with respect to notice and
        information to be provided to the Depositor and Article 11 (except Section
        11.07(a)(i) and (ii)).

       

      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
        Group:  Any of Loan Group 1, Loan Group 2 or Loan Group
        3, as applicable.

       

      Loan
        Group
        1:  All Mortgage Loans identified as Group 1 Mortgage
        Loans on the Mortgage Loan Schedule.

       

      Loan
        Group
        2:  All Mortgage Loans identified as Group 2 Mortgage
        Loans on the Mortgage Loan Schedule.

       

      Loan
        Group
        3:  All Mortgage Loans identified as Group 3 Mortgage
        Loans on the Mortgage Loan Schedule.

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

       

      Loan
        Modification: A
        permanent change in one or more of the terms of a Mortgage Note pursuant
        to
        either (x) a Preemptive Loan Modification or (y) Section 3.12.

       

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

       

      Maintenance:  For
        any Cooperative Unit, the rent paid by the Mortgagor to the Cooperative
        Corporation pursuant to the Proprietary Lease.

       

      Maximum
        Mortgage
        Rate:  For each Mortgage Loan, the percentage set forth
        in the related Mortgage Note as the lifetime maximum Mortgage Rate to which
        such
        Mortgage Rate may be adjusted.

       

      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 maintained by MERS.

       

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

       

      Minimum
        Mortgage
        Rate:  For each Mortgage Loan, the percentage set forth
        in the related Mortgage Note as the lifetime minimum Mortgage Rate to which
        such
        Mortgage Rate may be adjusted.

       

      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 delivered to the
        Certificateholders pursuant to Section 4.06.

       

      Moody’s:  Moody’s
        Investors Service, Inc., or any successor thereto.  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 first 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
        Index:  Six-Month LIBOR Index or One-Year LIBOR
        Index.

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

       

      Mortgage
        Loans:  Such of the mortgage loans transferred and
        assigned to the Trustee pursuant to this Agreement, 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 set forth in
        Schedule I of Mortgage Loans included in the Trust Fund on that
        date.  The Mortgage Loan Schedule shall be prepared by the Seller and
        shall set forth the following information with respect to each Mortgage Loan
        by
        Loan Group:

       

      
        	
                 

              	
                (i)

              	
                the
                  loan number;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  street address of the Mortgaged Property, including the zip
                  code;

              


      

       

      
        	
                 

              	
                (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 Cut-off
                  Date;

              


      

       

      
        	
                 

              	
                (viii)

              	
                the
                  Gross Margin in effect as of the Cut-off
                  Date;

              


      

       

      
        	
                 

              	
                (ix)

              	
                the
                  Maximum Mortgage Rate in effect as of the Cut-off
                  Date;

              


      

       

      
        	
                 

              	
                (x)

              	
                the
                  Adjustment Date in effect as of the Cut-off
                  Date;

              


      

       

      
        	
                 

              	
                (xi)

              	
                a
                  code indicating the Mortgage Index and when it is
                  determined;

              


      

       

      
        	
                 

              	
                (xii)

              	
                the
                  Loan-to-Value Ratio at origination;

              


      

       

      
        	
                 

              	
                (xiii)

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

              


      

       

      
        	
                 

              	
                (xiv)

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

              


      

       

      
        	
                 

              	
                (xv)

              	
                the
                  Mortgage Rate in effect as of the Cut-off
                  Date;

              


      

       

      
        	
                 

              	
                (xvi)

              	
                the
                  purpose for the Mortgage Loan;

              


      

       

      
        	
                 

              	
                (xvii)

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

              


      

       

      
        	
                 

              	
                (xviii)

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

              


      

       

      
        	
                 

              	
                (xix)

              	
                the
                  Servicing Fee Rate;

              


      

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

       

      
        	
                 

              	
                (xx)

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

              


      

       

      
        	
                 

              	
                (xxi)

              	
                the
                  coverage amount of any mortgage
                  insurance;

              


      

       

      
        	
                 

              	
                (xxii)

              	
                with
                  respect to the Lender PMI Loans, the interest premium charged by
                  the
                  lender;

              


      

       

      
        	
                 

              	
                (xxiii)

              	
                a
                  code indicating whether the Mortgage Loan is a Delay Delivery Mortgage
                  Loan;

              


      

       

      
        	
                 

              	
                (xxiv)

              	
                the
                  Minimum Mortgage Rate in effect as of the Cut-off
                  Date;

              


      

       

      
        	
                 

              	
                (xxv)

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

              


      

       

      
        	
                 

              	
                (xxvi)

              	
                the
                  type of Prepayment Charges (Hard Prepayment Charges or Soft Prepayment
                  Charges) and the Prepayment Charge
                  Period.

              


      

       

      The
        schedule shall also set forth the total of the amounts described under (v)
        above
        for all of the Mortgage Loans and for each Loan Group.

       

      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 (net of the interest premium for any Lender PMI
        Loan).

       

      Mortgaged
        Property:  The underlying property securing a Mortgage
        Loan, which, with respect to a Cooperative Loan, is the related Co-op Shares
        and
        Proprietary Lease.

       

      Mortgagor:  The
        obligors on a Mortgage Note.

       

      National
        Cost of Funds
        Index:  The National Monthly Median Cost of Funds Ratio
        to SAIF-Insured Institutions published by the OTS.

       

      Net
        Prepayment Interest
        Shortfall:  As to any Distribution Date and Loan Group,
        the amount by which the aggregate of the Prepayment Interest Shortfalls for
        such
        Loan Group and such Distribution Date exceeds the sum of (a) the Compensating
        Interest allocable to such Loan Group for such Distribution Date and (b)
        the
        excess, if any, of the Compensating Interest allocable to the other Loan
        Groups
        for such Distribution Date over the Prepayment Interest Shortfalls for such
        other Loan Groups and Distribution Date.

       

      Net
        Rate
        Cap:  For the Class A-1 Certificates and the Interest
        Accrual Period related to each Distribution Date, a fraction, expressed as
        a
        percentage, (A) the numerator of which is the product of (1) the
        excess of (i) the product of (x) the weighted average of the
        Pass-Through Rates on the Components for the same Interest Accrual Period,
        weighted on the basis of their respective Component Balances immediately prior
        to such Distribution Date and (y) the sum of the Component Balance of each
        Component immediately prior to such Distribution Date over (ii) any Swap
        Termination Payment payable to the Swap Counterparty for that Distribution
        Date
        (which was not caused by a Swap Counterparty Trigger Event) and (2) 12, and
        (B) the denominator of which is the Class Certificate Balance of the Class
        A-1 Certificates immediately prior to such Distribution Date, and adjusted
        to
        reflect the accrual of interest on an actual/360 basis

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

       

      Net
        Swap
        Payment:  With respect to the Swap Contract, any
        Distribution Date and payment from the Supplemental Interest Trust to the
        Swap
        Counterparty, the excess, if any, of the “Floating Rate II Amount” (as defined
        in the Swap Contract) with respect to such Distribution Date over the “Floating
        Rate I Amount” (as defined in the Swap Contract) with respect to such
        Distribution Date.  With respect to the Swap Contract, any
        Distribution Date and payment by the Swap Counterparty to the Supplemental
        Interest Trust, the excess of (i) the excess, if any, of (a) the “Floating Rate
        I Amount” with respect to such Distribution Date over (b) the “Floating Rate II
        Amount” with respect to such Distribution Date; over (ii) the Swap Amount for
        such Distribution Date.

       

      Non-Delay
        Certificates:  As specified in the Preliminary
        Statement.

       

      Nonrecoverable
        Advance:  Either (i) 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, related Liquidation Proceeds or otherwise or
        (ii) a
        Capitalized Advance.

       

      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 upon presentation and surrender thereof.

       

      Notional
        Amount: Not
        applicable.

       

      Notional
        Amount
        Certificates:  As specified in the Preliminary
        Statement.

       

      Notional
        Amount
        Components:  As specified in the Preliminary
        Statement.

       

      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 and the Trustee as required by this Agreement or (iii) in the
        case
        of any other Person, signed by an authorized officer of such
        Person.

       

      One-Year
        CMT
        Index:  The weekly average yield on United States
        Treasury securities adjusted to a constant maturity of one year as published
        by
        the Federal Reserve Board in Statistical Release H.15 and most recently
        available as of a day specified in the related Mortgage Note.

       

      One-Year
        LIBOR
        Index:  The average of the London interbank offered
        rates for one-year U.S. dollar deposits in the London market, generally as
        set
        forth in either The Wall Street Journal or some other source generally accepted
        in the residential mortgage loan origination business and specified in the
        related Mortgage Note, or, if such rate ceases to be published in The Wall
        Street Journal or becomes unavailable for any reason, then based upon a new
        index selected by the servicer, based on comparable information, in each
        case,
        as most recently announced as of either 45 days prior to, or the first Business
        Day of the month immediately preceding the month of, such Adjustment
        Date.

       

      Opinion
        of
        Counsel:  For the interpretation or application of the
        REMIC Provisions, a written opinion of counsel who (i) is in fact independent
        of
        the Depositor and the Servicer, (ii) does not have any direct financial interest
        in the Depositor or the Servicer or in any affiliate of either, and (iii)
        is not
        connected with the Depositor or the Servicer as an officer, employee, promoter,
        underwriter, trustee, 

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

       

      partner,
        director, or person performing similar functions.  Otherwise, a
        written opinion of counsel who may be counsel for the Depositor or the Servicer,
        including in-house counsel, reasonably acceptable to the Trustee.

       

      Optional
        Termination
        Date:  As defined in Section 9.01.

       

      Original
        Applicable Credit Support
        Percentage:  With respect to each of the following
        Classes of Subordinated Certificates, the corresponding percentage described
        below:

       

      
        	
                Class B-1                                                      

              	
                5.95%

              
	
                Class B-2                                                      

              	
                4.35%

              
	
                Class B-3                                                      

              	
                3.20%

              
	
                Class B-4                                                      

              	
                2.40%

              
	
                Class B-5                                                      

              	
                0.45%

              
	
                Class B-6                                                      

              	
                0.20%

              


      

      


       

      Original
        Mortgage
        Loan:  The Mortgage Loan refinanced in connection with
        the origination of a Refinance Loan.

       

      Original
        Subordinated Principal
        Balance:  On or prior to the second Senior Termination
        Date, the Subordinated Percentage of the aggregate Stated Principal Balance
        of
        the Mortgage Loans in the related Loan Group, in each case as of the Cut-off
        Date; or if such date is after the second Senior Termination Date, the aggregate
        Class Certificate Balance of the Subordinated Certificates as of the Closing
        Date.

       

      OTS:  The
        Office of Thrift Supervision.

       

      Outside
        Reference
        Date:  Not applicable.

       

      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.

              


      

       

      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 related Prepayment Period
        and that did not become a Liquidated Mortgage Loan before the Due
        Date.

       

      Overcollateralized
        Group:  As defined in Section 4.03.

       

      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.

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

      Pass-Through
        Margin:  For the Class A-1 Certificates for the Interest
        Accrual Period related to any Distribution Date occurring (a) on or prior
        to the
        first possible Optional Termination Date, 0.45%, and (b) after the first
        possible Optional Termination Date, 0.90%.

       

      Pass-Through
        Rate:  For each Class of Certificates, the per annum
        rate set forth or calculated in the manner described in the Preliminary
        Statement.

       

      Percentage
        Interest:  As to any Certificate, the percentage
        interest evidenced thereby in distributions required to be made on the related
        Class, the percentage interest being set forth 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.

       

      Performance
        Certification:  As defined in Section
        11.05.

       

      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,
        qualification or withdrawal of the ratings then assigned to the Certificates
        by
        the Rating Agencies, 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, qualification or withdrawal of the ratings
        then assigned to the Certificates by the Rating Agencies , 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, qualification or withdrawal of the ratings then assigned
        to the
        Certificates by the Rating Agencies, 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 

       

       

      
        
          
          

        

        
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      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 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,
        qualification or withdrawal of the ratings then assigned to the Certificates
        by
        the Rating Agencies, as evidenced by a signed writing delivered by each Rating
        Agency and that have a maturity date occurring no more than 365 days from
        their
        date of issuance;

       

      (ix)          units
        of a taxable money-market portfolio having the highest rating assigned by
        each
        Rating Agency (except (i) if Fitch is a Rating Agency and has not rated the
        portfolio, the highest rating assigned by Moody’s and (ii) if S&P is a
        Rating Agency, “AAAm” or “AAAM-G” by S&P) 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 each
        Rating Agency that will not result in the downgrading, qualification or
        withdrawal of the ratings then assigned to the Certificates by the Rating
        Agencies, 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 Financial Accounting Standard 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)         a
        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

       

       

      
        
          
          

        

        
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      (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 to fail to qualify as a REMIC at any time that the
        Certificates are outstanding.

       

      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.

       

      Physical
        Certificates:  As specified in the Preliminary
        Statement.

       

      Planned
        Balance:  Not applicable.

       

      Planned
        Principal
        Classes:  As specified in the Preliminary
        Statement.

       

      Pool
        Stated Principal
        Balance:  The aggregate Stated Principal Balance of the
        Mortgage Loans.

       

      Preemptive
        Loan
        Modification:  As defined in Section
        3.06(a).

       

      Prepayment
        Amount:  As to any Distribution Date and Loan Group, all
        partial and full Principal Prepayments on the Mortgage Loans in that Loan
        Group
        received during the related Prepayment Period.

       

      Prepayment
        Assumption:  The prepayment model used in the Prospectus
        Supplement.

       

      Prepayment
        Charge:  As to a Mortgage Loan, either a Hard Prepayment
        Charge or a Soft Prepayment Charge, as identified on the Mortgage Loan
        Schedule.

       

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

       

      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 the  month of the Cut-off Date, 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 the Cut-off Date) 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 and related Due 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, from the Cut-off Date) and
        to
        and including the 15th day of the month of such Distribution Date.

       

      Prepayment
        Shift
        Percentage:  Not applicable.

       

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

       

       

      
        
          
          

        

        
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      Principal
        Amount:  As to any Distribution Date and each Loan
        Group, the sum of (a) all monthly payments of principal due on each Mortgage
        Loan in that Loan Group on the related Due Date, (b) the principal portion
        of
        the Purchase Price of each Mortgage Loan in that Loan Group that was repurchased
        by the Seller pursuant to this Agreement as of such Distribution Date, excluding
        any Mortgage Loan that was purchased by the Servicer as provided in Section
        3.12, (c) the Substitution Adjustment Amount in connection with any Deleted
        Mortgage Loan in that Loan Group received with respect to such Distribution
        Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries
        of principal of Mortgage Loans in that Loan Group that are not yet Liquidated
        Mortgage Loans received during the calendar month preceding the month of
        such
        Distribution Date, (e) with respect to each Mortgage Loan in that Loan Group
        that became a Liquidated Mortgage Loan during the calendar month preceding
        the
        month of such Distribution Date, the amount of Liquidation Proceeds allocable
        to
        principal received with respect to such Mortgage Loan, (f) the Prepayment
        Amount
        for that Loan Group received during the related Prepayment Period, and (g)
        any
        Subsequent Recoveries with respect to the Mortgage Loans in that Loan Group
        received during the calendar month preceding the month of such Distribution
        Date.

       

      Principal
        Only
        Certificates:  As specified in the Preliminary
        Statement.

       

      Principal
        Prepayment:  Any payment of principal by a Mortgagor on
        a Mortgage Loan (including the principal portion of the Purchase Price of
        any
        Mortgage Loan purchased by the Servicer pursuant to Section 3.12) 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
        Relocation
        Payment:  A payment from any Loan Group to REMIC 1
        Interests other than those of their corresponding Loan Group as provided
        in the
        Preliminary Statement.  Principal Relocation Payments shall be made of
        principal allocations comprising the Principal Amount from a Loan
        Group.

       

      Private
        Certificates:  As specified in the Preliminary
        Statement.

       

      Pro
        Rata
        Share:  As to any Distribution Date and any Class of
        Subordinated Certificates, the portion of the Subordinated Principal
        Distribution Amount allocable to such Class, equal to the product of the
        Subordinated Principal Distribution Amount on such Distribution Date and
        a
        fraction, the numerator of which is the related Class Certificate Balance
        thereof and the denominator of which is the aggregate Class Certificate Balance
        of the Subordinated Certificates, in each case immediately prior to such
        Distribution Date.

       

      Proprietary
        Lease:  For any Cooperative Unit, a lease or occupancy
        agreement between a Cooperative Corporation and a holder of related Co-op
        Shares.

       

      Prospectus
        Supplement:  The Prospectus Supplement dated December
        21, 2007, relating to the Offered Certificates, and any supplement to the
        Prospectus Supplement.

       

      PUD:  Planned
        Unit Development.

       

      Purchase
        Price:  For any Mortgage Loan required to be purchased
        by the Seller pursuant to Section 2.02 or 2.03 or purchased by the Servicer
        pursuant to Section 3.12, the sum of

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

       

      (i)           100%
        of the unpaid principal balance of the Mortgage Loan on the date of the
        purchase,

       

      (ii)          accrued
        and unpaid 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 purchased 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.

       

      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 a
        FNMA- or FHLMC-approved mortgage insurer or having a claims paying ability
        rating of at least “AA” or 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
        identified as a “Rating Agency” in the Underwriters’ Exemption, 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:  With respect to each Liquidated Mortgage Loan, an
        amount (not less than zero or more than the Stated Principal Balance of the
        Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
        Principal Balance of the Liquidated Mortgage Loan as of the date of such
        liquidation, plus (ii)
        interest at the Adjusted Net Mortgage Rate from the Due Date as to which
        interest was last paid or advanced (and not reimbursed) to Certificateholders
        up
        to the Due Date in the month in which Liquidation Proceeds are required to
        be
        distributed on the Stated Principal Balance of such Liquidated Mortgage Loan
        from time to time, minus
(iii) the Liquidation
        Proceeds, if any, received during the month in
        which such liquidation occurred, to the extent applied as recoveries of interest
        at the Adjusted Net Mortgage Rate and to principal of the Liquidated Mortgage
        Loan.  With respect to each Mortgage Loan which has become the subject
        of a Deficient Valuation, if the principal amount due under the related Mortgage
        Note has been reduced, the difference between the principal balance of the
        Mortgage Loan outstanding immediately prior to such Deficient Valuation and
        the
        principal balance of the Mortgage Loan as reduced by the Deficient
        Valuation.  With respect to each Mortgage Loan that has become the
        subject of a Debt Service Reduction, the amount, if any, by which the principal
        portion of the related Scheduled Payment has been reduced.  With
        respect to each Mortgage Loan that became the subject of a Loan Modification
        that resulted in a permanent reduction of its Stated Principal Balance, the
        amount of that reduction.

       

       

      
        
          
          

        

        
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      To
        the
        extent the Servicer receives Subsequent Recoveries with respect to any Mortgage
        Loan, the amount of the Realized Loss with respect to that Mortgage Loan
        will be
        reduced by such Subsequent Recoveries.

       

      Recognition
        Agreement:  For any Cooperative Loan, an agreement
        between the Cooperative Corporation and the originator of the Mortgage Loan
        that
        establishes the rights of the originator in the Cooperative
        Property.

       

      Record
        Date:  With respect to any Distribution Date and any
        Definitive Certificate and the Delay Certificates, the close of business
        on the
        last Business Day of the month preceding the month of that Distribution
        Date.  With respect to any Distribution Date and the LIBOR
        Certificates as long as they are Book-Entry Certificates, the Business Day
        immediately prior to such Distribution Date.

       

      Reference
        Bank:  As defined in Section 4.07.

       

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

       

      Regular
        Certificates:  As specified 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 provided by the Commission or
        its
        staff from time to time.

       

      Relief
        Act:  The Servicemembers Civil Relief Act.

       

      Relief
        Act
        Reductions:  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 any similar state or local 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
        Provisions:  Provisions of the federal income tax law
        relating to real estate mortgage investment conduits, 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.

       

      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.

       

      Reportable
        Event:  Any event required to be reported on Form 8-K,
        and in any event, the following:

       

      (a)           entry
        into a definitive agreement related to the Trust Fund, the Certificates or
        the
        Mortgage Loans, or an amendment to a Transaction Document, even if the Depositor
        is not a party to 

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

       

      such
        agreement (e.g., a servicing agreement with a servicer contemplated by Item
        1108(a)(3) of Regulation AB);

       

      (b)           termination
        of a Transaction Document (other than by expiration of the agreement on its
        stated termination date or as a result of all parties completing their
        obligations under such agreement), even if the Depositor is not a party to
        such
        agreement (e.g., a servicing agreement with a servicer contemplated by Item
        1108(a)(3) of Regulation AB);

       

      (c)           with
        respect to the Servicer only, if the Servicer becomes aware of any bankruptcy
        or
        receivership with respect to the Seller, the Depositor, the Servicer, the
        Trustee, the Swap Counterparty, any enhancement or support provider contemplated
        by Items 1114(b) or 1115 of Regulation AB, or any other material party
        contemplated by Item [1101(d)(1)] of Regulation AB;

       

      (d)           with
        respect to the Trustee, the Servicer and the Depositor only, the occurrence
        of
        an early amortization, performance trigger or other event, including an Event
        of
        Default under this Agreement;

       

      (e)           any
        amendment to this Agreement;

       

      (f)           the
        resignation, removal, replacement, substitution of the Servicer or the
        Trustee;

       

      (g)           with
        respect to the Servicer only, if the Servicer becomes aware that (i) any
        material enhancement or support specified in Item 1114(a)(1) through (3)
        of
        Regulation AB or Item 1115 of Regulation AB that was previously applicable
        regarding one or more Classes of the Certificates has terminated other than
        by
        expiration of the contract on its stated termination date or as a result
        of all
        parties completing their obligations under such agreement; (ii) any material
        enhancement specified in Item 1114(a)(1) through (3) of Regulation AB or
        Item
        1115 of Regulation AB has been added with respect to one or more Classes
        of the
        Certificates; or (iii) any existing material enhancement or support specified
        in
        Item 1114(a)(1) through (3) of Regulation AB or Item 1115 of Regulation AB
        with
        respect to one or more Classes of the Certificates has been materially amended
        or modified; and

       

      (h)           with
        respect to the Trustee, the Servicer and the Depositor only, a required
        distribution to Holders of the Certificates is not made as of the required
        Distribution Date under this Agreement.

       

      Reporting
        Date: As to
        any Distribution Date, the 18th
        day of the month
        of such Distribution Date or if that day is not a Business Day the next Business
        Day.

       

      Reporting
        Subcontractor:  With respect to the Servicer or the
        Trustee, any Subcontractor determined by such Person pursuant to Section
        11.08(b) to be “participating in the servicing function” within the meaning of
        Item 1122 of Regulation AB.  References to a Reporting Subcontractor
        shall refer only to the Subcontractor of such Person and shall not refer
        to
        Subcontractors generally.

       

      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.

       

      Residual
        Certificates:  As specified in the Preliminary
        Statement.

       

       

      
        
          
          

        

        
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      Responsible
        Officer:  When used with respect to the Trustee, any
        Managing Director, any Director, Vice President, any Assistant Vice President,
        any Associate, any Assistant Secretary, any Trust Officer, or any other officer
        of the 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.

       

      Restricted
        Classes:  As defined in Section 4.02(e).

       

      Reuters
        Page
        LIBOR01:  The display page designated as the “LIBOR01”
page on Reuters (or any page replacing that page on that service
        for the purpose
        of displaying London inter-bank offered rates of major banks).

       

      SAIF:  The
        Savings Association Insurance Fund, or any successor thereto.

       

      Sarbanes-Oxley
        Certification:  As defined in Section
        11.05.

       

      S&P:  Standard
        & Poor’s, 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, 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
        Balance: Not
        applicable.

       

      Scheduled
        Classes:  As specified in the Preliminary
        Statement.

       

      Scheduled
        Payment:  The scheduled monthly payment on a Mortgage
        Loan due on any Due Date allocable to principal and/or interest on such Mortgage
        Loan which, 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 such Mortgage Loan.

       

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

       

      Security
        Agreement:  For any Cooperative Loan, the agreement
        between the owner of the related Co-op Shares and the originator of the related
        Mortgage Note that defines the security interest in the Co-op
        Shares and the related Proprietary Lease.

       

      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.

       

      Senior
        Certificate
        Group:  As specified in the Preliminary
        Statement.

       

      Senior
        Certificates:  As specified in the Preliminary
        Statement.

       

      Senior
        Credit Support Depletion
        Date:  The date on which the Class Certificate Balance
        of each Class of Subordinated Certificates has been reduced to
        zero.

       

      Senior
        Percentage:  As to any Senior Certificate Group and
        Distribution Date, the percentage equivalent (not greater than 100%) of a
        fraction the numerator of which is the aggregate Class Certificate Balance
        of
        the Senior Certificates of such Senior Certificate Group immediately before
        the
        Distribution 

       

       

      
        
          
          

        

        
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      Date
        and
        the denominator of which is the aggregate Stated Principal Balance of the
        Mortgage Loans in the related Loan Group as of the Due Date occurring in
        the
        month prior to the month of that Distribution Date (after giving effect to
        Principal Prepayments received on the related Mortgage Loans in the Prepayment
        Period related to such prior Due Date); provided, however, that on any
        Distribution Date after the second Senior Termination Date, the Senior
        Percentage for the Senior Certificates of the remaining Senior Certificate
        Group
        is the percentage equivalent (not greater than 100%) of a fraction, the
        numerator of which is the aggregate Class Certificate Balance of the Senior
        Certificates of such remaining Senior Certificate Group immediately prior
        to
        such Distribution Date and the denominator is the aggregate Class Certificate
        Balance of all Classes of Certificates immediately prior to that Distribution
        Date.

       

      Senior
        Prepayment
        Percentage:  As to a Senior Certificate Group and any
        Distribution Date during the seven years beginning on the first Distribution
        Date, 100%.  The related Senior Prepayment Percentage for any
        Distribution Date occurring on or after the seventh anniversary of the first
        Distribution Date will, except as provided in this Agreement, be as follows:
        for
        any Distribution Date in the first year thereafter, the related Senior
        Percentage plus 70% of the related Subordinated Percentage for such Distribution
        Date; for any Distribution Date in the second year thereafter, the related
        Senior Percentage plus 60% of the related Subordinated Percentage for such
        Distribution Date; for any Distribution Date in the third year thereafter,
        the
        related Senior Percentage plus 40% of the related Subordinated Percentage
        for
        such Distribution Date; for any Distribution Date in the fourth year thereafter,
        the related Senior Percentage plus 20% of the related Subordinated Percentage
        for such Distribution Date; and for any Distribution Date thereafter, the
        related Senior Percentage for such Distribution Date (unless on any Distribution
        Date the Senior Percentage of a Senior Certificate Group exceeds the initial
        Senior Percentage for such Senior Certificate Group in which case the Senior
        Prepayment Percentage for each Senior Certificate Group for such Distribution
        Date will once again equal 100%).  Notwithstanding the foregoing, no
        decrease in any Senior Prepayment Percentage will occur unless both Senior
        Step
        Down Conditions are satisfied with respect to all of the Mortgage
        Loans.

       

      Notwithstanding
        the preceding paragraphs, if (x) on or before the Distribution Date in December
        2010, the Aggregate Subordinated Percentage is at least 200% of the Aggregate
        Subordinated Percentage as of the Closing Date, the delinquency test set
        forth
        in the definition of Senior Step Down Conditions is satisfied and cumulative
        Realized Losses do not exceed 20% of the aggregate Class Certificate Balance
        of
        the Subordinated Certificates as of the Closing Date, the Senior Prepayment
        Percentage for each Senior Certificate Group will equal the related Senior
        Percentage for that Distribution Date plus 50% of an amount equal to 100%
        minus
        the related Senior Percentage for that Distribution Date and (y) after the
        Distribution Date in December 2010, the Aggregate Subordinated Percentage
        is at
        least 200% of the Aggregate Subordinated Percentage as of the Closing Date,
        the
        delinquency test set forth in the definition of Senior Step Down Conditions
        is
        satisfied and cumulative Realized Losses do not exceed 30% of the aggregate
        Class Certificate Balance of the Subordinated Certificates as of the Closing
        Date, the Senior Prepayment Percentage for each Senior Certificate Group
        will
        equal the related Senior Percentage.

       

      Senior
        Principal Distribution
        Amount:  As to any Distribution Date and any Loan Group,
        the sum of (i) the related Senior Percentage of all amounts described in
        clauses
        (a) through (d) of the definition of Principal Amount for that Loan Group
        and
        such Distribution Date, (ii) with respect to any Mortgage Loan that became
        a Liquidated Mortgage Loan during the calendar month preceding the month
        of such
        Distribution Date, the lesser of (x) the related Senior Percentage of the
        Stated Principal Balance of such Mortgage Loan and (y) the related Senior
        Prepayment Percentage of the amount of the Liquidation Proceeds allocable
        to
        principal received on the Mortgage Loan, and (iii) the sum of (x) the Senior
        Prepayment Percentage of the amounts described in clause (f) of the definition
        of Principal Amount for that Loan Group and such Distribution Date, and (y)
        the
        applicable Senior Prepayment Percentage of any Subsequent Recoveries described
        in clause (g) of the definition of Principal Amount for that Loan Group


       

       

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

       

      and
        such
        Distribution Date; provided, however, on any Distribution Date after the
        second
        Senior Termination Date, the Senior Principal Distribution Amount for the
        remaining Senior Certificate Group will be calculated pursuant to the above
        formula based on all the Mortgage Loans in the Mortgage Pool, as opposed
        to the
        Mortgage Loans in the related Loan Group.

       

      Senior
        Step Down
        Conditions:  As to any Distribution Date: (i) the
        aggregate Stated Principal Balance of all the Mortgage Loans in a Loan Group
        that are either (x) 60 days or more Delinquent (averaged over the preceding
        six
        month period) (including any Mortgage Loans subject to foreclosure proceedings,
        REO Property (regardless of whether that Mortgage Loan is 60 days or more
        Delinquent) and Mortgage Loans the Mortgagors of which are in bankruptcy
        but
        excluding Mortgage Loans referred to in clause (y)) or (y) the subject of
        a
        modification during the preceding 12-month period other than a modification
        in
        lieu of refinancing, as a percentage of (a) if such date is on or prior to
        second Senior Termination Date, the Subordinated Percentage for that Loan
        Group
        of the aggregate Stated Principal Balance of the Mortgage Loans in that Loan
        Group, or (b) if such date is after the second Senior Termination Date, the
        aggregate Class Certificate Balance of the Subordinated Certificates immediately
        prior to such Distribution Date, does not equal or exceed 50%, and (ii) the
        sum
        of (x) the cumulative Realized Losses for such Loan Group and (y) the aggregate
        amount of accrued interest that has been forgiven in connection with
        modifications of the Mortgage Loans in such Loan Group, in each case from
        the
        Cut-off Date through the last day of the related Due Period, do not exceed:
        (a) commencing with the Distribution Date on the seventh anniversary of the
        first Distribution Date, 30% of the Original Subordinated Principal Balance,
        (b) commencing with the Distribution Date on the eighth anniversary of the
        first Distribution Date, 35% of the Original Subordinated Principal Balance,
        (c) commencing with the Distribution Date on the ninth anniversary of the
        first Distribution Date, 40% of the Original Subordinated Principal Balance,
        (d) commencing with the Distribution Date on the tenth anniversary of the
        first Distribution Date, 45% of the Original Subordinated Principal Balance,
        and
        (e) commencing with the Distribution Date on the eleventh anniversary of
        the first Distribution Date and thereafter, 50% of the Original Subordinated
        Principal Balance.

       

      Senior
        Termination
        Date:  For each Senior Certificate Group, the
        Distribution Date on which the aggregate Class Certificate Balance and Component
        Balance of the related Classes and Component of Senior Certificates has been
        reduced to zero.

       

      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 that 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

       

      (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,

       

      (d)           compliance
        with the obligations under Section 3.10, and

       

       

      
        
          
          

        

        
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      (e)           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 this clause (e), only costs and expenses
        incurred in connection with the performance of activities generally considered
        to be outside the scope of customary servicing or master servicing duties
        shall
        be treated as Servicing Advances.

       

      Servicing
        Criteria:  The “servicing criteria” set forth in Item
        1122(d) of Regulation AB.

       

      Servicing
        Fee:As to
        each Mortgage Loan and any Distribution Date, one month’s interest at the
        applicable Servicing Fee Rate on the Stated Principal Balance of the Mortgage
        Loan as of the Due Date in the month preceding the month of such Distribution
        Date or, whenever a payment of interest 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, 0.375% 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 by the Servicer on the Closing Date pursuant to this Agreement,
        as
        the list may from time to time be amended.

       

      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.

       

      Six-Month
        LIBOR
        Index:  The average of the London interbank offered
        rates for six month U.S. dollar deposits in the London market, generally
        as set
        forth in either The Wall Street Journal or some other source generally accepted
        in the residential mortgage loan origination business and specified in the
        related Mortgage Note or, if such rate ceases to be published in The Wall
        Street
        Journal or becomes unavailable for any reason, then based upon a new index
        selected by the Servicer, based on comparable information, in each case,
        as most
        recently announced as of either 45 days prior to, or the first Business Day
        of
        the month immediately preceding the month of, such Adjustment Date.

       

      Soft
        Prepayment
        Charges:  As to a Mortgage Loan, any charge payable by a
        Mortgagor in connection with certain partial Principal Prepayments and all
        Principal Prepayments in Full made within the related Prepayment Charge Period
        other than as a result of selling the Mortgaged Property, the Soft Prepayment
        Charges with respect to each applicable Mortgage Loan so held by the Trust
        Fund
        being identified in the Mortgage Loan Schedule.

       

      Special
        Hazard Coverage Termination
        Date:  The point in time at which the Special Hazard
        Loss Coverage Amount is reduced to zero.

       

      Special
        Hazard
        Loss:  Any Realized Loss suffered by a Mortgaged
        Property on account of direct physical loss, but not including (i) any loss
        of a
        type covered by a hazard insurance policy or a flood insurance policy required
        to be maintained with respect to such Mortgaged Property pursuant to Section
        3.10 to the extent of the amount of such loss covered thereby, or (ii) any
        loss
        caused by or resulting from:

       

      (a)           normal
        wear and tear;

       

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

       

      (b)           fraud,
        conversion or other dishonest act on the part of the Trustee, the Servicer
        or
        any of their agents or employees (without regard to any portion of the loss
        not
        covered by any errors and omissions policy);

       

      (c)           errors
        in design, faulty workmanship or faulty materials, unless the collapse of
        the
        property or a part thereof ensues and then only for the ensuing
        loss;

       

      (d)           nuclear
        or chemical reaction or nuclear radiation or radioactive or chemical
        contamination, all whether controlled or uncontrolled, and whether such loss
        be
        direct or indirect, proximate or remote or be in whole or in part caused
        by,
        contributed to or aggravated by a peril covered by the definition of the
        term
“Special Hazard Loss”;

       

      (e)           hostile
        or warlike action in time of peace and war, including action in hindering,
        combating or defending against an actual, impending or expected
        attack:

       

      1.           by
        any government or sovereign power, dejure
        or defacto,
        or by any
        authority maintaining or using military, naval or air forces; or

       

      2.           by
        military, naval or air forces; or

       

      3.           by
        an agent of any such government, power, authority or forces;

       

      (f)           any
        weapon of war employing nuclear fission, fusion or other radioactive force,
        whether in time of peace or war; or

       

      (g)           insurrection,
        rebellion, revolution, civil war, usurped power or action taken by governmental
        authority in hindering, combating or defending against such an occurrence,
        seizure or destruction under quarantine or customs regulations, confiscation
        by
        order of any government or public authority, or risks of contraband or illegal
        transportation or trade.

       

      Special
        Hazard Loss Coverage
        Amount:  Not applicable.

       

      Special
        Hazard Mortgage
        Loan:  A Liquidated Mortgage Loan as to which a Special
        Hazard Loss has occurred.

       

      Startup
        Day:  The Closing Date.

       

      Stated
        Principal
        Balance:  As to any Mortgage Loan and Due Date, the
        unpaid principal balance of such Mortgage Loan as of such Due Date, as specified
        in the amortization schedule at the time relating thereto (before any adjustment
        to such amortization schedule by reason of any moratorium or similar waiver
        or
        grace period but after any adjustment thereto to reflect a Capitalized Advance
        or other Loan Modification) 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 and (ii) any Liquidation Proceeds allocable to
        principal received in the prior calendar month and Principal Prepayments
        received through the last day of the Prepayment Period in which the Due Date
        occurs, in each case with respect to such Mortgage Loan.

       

      Subcontractor:  Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) of Mortgage Loans but performs one or
        more
        discrete functions identified in Item 1122(d) of 

       

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

       

      Regulation
        AB with respect to the Mortgage Loans under the direction or authority of
        the
        Servicer or the Trustee, as the case may be.

       

      Subordinate
        Pass-Through Rate:
As to any Class of Subordinated Certificates and the Interest
        Accrual Period for any Distribution Date, a per annum rate equal to (a) the
        sum
        of the following for each Loan Group: the product of (x) the related
        Subordinated Portion immediately prior to that Distribution Date and (y)
        the
        Weighted Average Adjusted Net Mortgage Rate for that Loan Group and Distribution
        Date divided by (b) the
        sum of the Subordinated Portion for each Loan Group immediately prior to
        that
        Distribution Date.

       

      Subordinated
        Certificates:  As specified in the Preliminary
        Statement.

       

      Subordinated
        Portion:  For any Loan Group and Distribution Date, the
        excess, if any, of the aggregate of the Stated Principal Balance of each
        Mortgage Loan in that Loan Group as of the first day of the related Due Period
        (after giving effect to Principal Prepayments received on the related Mortgage
        Loans in the Prepayment Period), over the aggregate Class Certificate Balance
        of
        the Senior Certificates of the related Senior Certificate Group immediately
        before that Distribution Date.

       

      Subordinated
        Percentage:  As to any Distribution Date on or prior to
        the second Senior Termination Date and any Loan Group, 100% minus the Senior
        Percentage for the Senior Certificate Group relating to such Loan Group for
        such
        Distribution Date.  As to any Distribution Date after the second
        Senior Termination Date, 100% minus the Senior Percentage for such Distribution
        Date.

       

      Subordinated
        Prepayment
        Percentage:  As to any Distribution Date and Loan Group,
        100% minus the related Senior Prepayment Percentage for such Distribution
        Date.

       

      Subordinated
        Principal Distribution
        Amount:  As to any Distribution Date and Loan Group, the
        sum of the following with respect to each Loan Group: (i) the Subordinated
        Percentage of all amounts described in clauses (a) through (d) of the
        definition of Principal Amount with respect to such Loan Group and such
        Distribution Date, (ii) with respect to any Mortgage Loan in the related
        Loan Group that became a Liquidated Mortgage Loan during the calendar month
        preceding the month of such Distribution Date, the amount of Liquidation
        Proceeds allocable to principal received with respect thereto remaining after
        application thereof pursuant to clause (ii) of the definition of Senior
        Principal Distribution Amount for that Loan Group, up to the related
        Subordinated Percentage of the Stated Principal Balance of such Mortgage
        Loan
        and (iii) the sum of the Subordinated Prepayment Percentage of the amounts
        described in clauses (f) and (g) of the definition of Principal Amount with
        respect to that Loan Group for such Distribution Date; provided, however,
        that
        on any Distribution Date after the second Senior Termination Date, the
        Subordinated Principal Distribution Amount will not be calculated by Loan
        Group
        but will equal the amount calculated pursuant to the formula set forth above
        based on the applicable Subordinated Percentage and Subordinated Prepayment
        Percentage for the Subordinated Certificates for such Distribution Date with
        respect to all of the Mortgage Loans as opposed to the Mortgage Loans only
        in
        the related Loan Group.

       

      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,

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

       

      (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 (unless the amount of any shortfall is deposited by the Seller in the
        Certificate Account and held for distribution to the Certificateholders on
        the
        related Distribution Date);

       

      (ii)          have
        a Mortgage Rate no lower than and not more than 1% per annum higher than
        the
        Deleted Mortgage Loan;

       

      (iii)        
        have
        a
        Maximum Mortgage Rate not more than 1% per annum higher than and not lower
        than
        the Maximum Mortgage Rate of the deleted Mortgage
        Loan;

       

      (iv)        
        have
        the
        same Mortgage Index and interval between Adjustment Dates as the Deleted
        Mortgage Loan and a Gross Margin not more than 1% per annum higher than,
        and not
        lower than that of the Deleted Mortgage Loans;

       

      (vi)         have
        a Loan-to-Value Ratio no higher than that of the Deleted Mortgage
        Loan;

       

      (vii)        have
        a remaining term to maturity no greater than one year more than (and not
        more
        than one year less than) that of the Deleted Mortgage Loan, provided that
        the
        aggregate Stated Principal Balance of such Substitute Mortgage Loans with
        a
        remaining term to maturity greater than that of the Deleted Mortgage Loan
        may
        not exceed 5% of the Cut-off Date Pool Principal Balance;

       

      (viii)       not
        be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative
        Loan;
        and

       

      (ix)          comply
        with each representation and warranty in Section 2.03.

       

      Substitution
        Adjustment
        Amount:  As defined in Section 2.03.

       

      Supplemental
        Interest
        Trust:  The trust fund established by
        Section 4.08.

       

      Supplemental
        Interest
        Trustee:  Deutsche Bank National Trust Company, not in
        its individual capacity, but solely in its capacity as trustee for the benefit
        of the Holders of the LIBOR Certificates under this Agreement, and any successor
        thereto, and any corporation or national banking association resulting from
        or
        surviving any consolidation or merger to which it or its successors may be
        a
        party and any successor trustee as may from time to time be serving as successor
        trustee under this Agreement.

       

      Suspension
        Notification:
Notification to the Commission of the suspension of the Trust
        Fund’s obligation to file reports pursuant to Section 15(d) of the Exchange
        Act.

       

      Swap
        Account:  The separate Eligible Account created and
        initially maintained by the Supplemental Interest Trustee pursuant to Section
        3.06(g).

       

      Swap
        Amount:  For any Distribution Date prior to the
        termination of the Swap Contract, the amount, if any, distributed to the
        Swap
        Account in accordance with Section 4.02(c), from amounts otherwise distributable
        to the Class A-1 Certificates in the absence of the Swap Contract.

       

      Swap
        Confirmation:  The agreement between the Supplemental
        Interest Trustee on behalf of IndyMac INDA Mortgage Loan Trust 2007-AR9 and
        the
        Swap Counterparty evidencing the terms of the Swap Contract.

       

       

      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

       

       

      Swap
        Contract:  With respect to the LIBOR Certificates, the
        transaction evidenced by the related Swap Confirmation, a form of which is
        attached hereto as Exhibit P.

       

      Swap
        Contract Termination
        Date:  The earliest of (i) the Distribution Date in
        February 2038, (ii) the Distribution Date upon which the Class Certificate
        Balance of the Class A-1 Certificates has been reduced to zero and (iii)
        the
        date of an early termination of the Swap Contract.

       

      Swap
        Counterparty:  Deutsche Bank AG, New York
        Branch.

       

      Swap
        Counterparty Trigger
        Event:  A Swap Termination Payment that is triggered
        upon (i) an “Event of Default” under the Swap Contract with respect to which the
        Swap Counterparty is the sole ‘Defaulting Party” (as defined in the Swap
        Contract) or (ii) a “Termination Event” (other than an Illegality or a Tax
        Event, as such terms are defined in the Swap Contract) or “Additional
        Termination Event” under the Swap Contract with respect to which the Swap
        Counterparty is the sole “Affected Party” (as defined in the Swap
        Contract).

       

      Swap
        Report:  The report to be delivered by the Determination
        Date prior to each Distribution Date by the Swap Counterparty to the
        Supplemental Interest Trustee containing the amount of any Net Swap Payment
        payable by the Supplemental Interest Trust or the Swap Counterparty to the
        other
        party, as the case may be, with respect to the Swap Contract for that
        Distribution Date.

       

      Swap
        Termination Payment
:  The payment payable to either party under the Swap
        Contract due to an early termination of the Swap Contract.

       

      Targeted
        Balance:  Not applicable.

       

      Targeted
        Principal
        Classes:  As specified in the Preliminary
        Statement.

       

      Transaction
        Documents:  This Agreement and any other document or
        agreement entered into in connection with the Trust Fund, the Certificates
        or
        the Mortgage Loans.

       

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

       

      Transfer
        Payment
        Made:  As defined in Section 4.03.

       

      Transfer
        Payment
        Received:  As defined in Section 4.03.

       

      Trust
        Fund:  The corpus of the trust created under this
        Agreement consisting of

       

      (i)           the
        Mortgage Loans and all interest and principal received on them after the
        Cut-off
        Date, other than amounts due on the Mortgage Loans by the Cut-off
        Date;

       

      (ii)          the
        Certificate Account, the Distribution Account and all amounts deposited therein
        pursuant to this Agreement (including amounts received from the Depositor
        on the
        Closing Date that will be deposited by the Servicer in the Certificate Account
        pursuant to Section 2.01);

       

      (iii)         property
        that secured a Mortgage Loan and has been acquired by foreclosure, deed-in-lieu
        of foreclosure, or otherwise;

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

       

      (iv)         the
        right to collect any amounts under any mortgage insurance policies covering
        any
        Mortgage Loan and any collections received under any mortgage insurance policies
        covering any Mortgage Loan; and

       

      (v)          all
        proceeds of the conversion, voluntary or involuntary, of any of the
        foregoing.

       

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

       

      Trustee
        Fee:  The fee payable to the Trustee on each
        Distribution Date for its services as Trustee hereunder, in an amount equal
        to
        one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal
        Balance of the Mortgage Loans as of the Due Date in the month preceding the
        month of such Distribution Date (after giving effect to Principal Prepayments
        in
        the Prepayment Period related to that prior Due Date).

       

      Trustee
        Fee
        Rate:  0.0085% per annum.

       

      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 Federal Home Loan Mortgage Corporation, a majority of its board of directors
        is not selected by such government unit.

       

      UCC:  The
        Uniform Commercial Code for the State of New York.

       

      Undercollateralized
        Group:  As defined in Section 4.03.

       

      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:

       

      (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
        August 20, 1996, and treated as U.S. Persons before that date, may elect
        to
        continue to be U.S. Persons.

       

       

      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

       

       

      U.S.A.
        Patriot Act:
The Uniting and Strengthening America by Providing Appropriate
        Tools Required to Intercept and Obstruct Terrorism Act of 2001.

       

      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 the Class A-R Certificates and (b) the remaining
        Voting Rights shall be allocated among the remaining Classes of Senior and
        Subordinated Certificates in proportion to the Certificate Balances of the
        respective Certificates on the date.

       

      Weighted
        Average Adjusted Net
        Mortgage Rate:  For any Distribution Date and Loan
        Group, the average of the Adjusted Net Mortgage Rate of each Mortgage Loan
        in
        that Loan Group, weighted on the basis of its Stated Principal Balance as
        of the
        Due Date in the prior month (after giving effect to Principal Prepayments
        in the
        Prepayment Period related to such prior Due Date).

       

      Weighted
        Average Initial Adjustment
        Date:  Not applicable.

       

      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 

       

       

      
        
          
          

        

        
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      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 “by.”
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.

       

       

      
        
          
          

        

        
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      ARTICLE
        TWO

       

      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 received or receivable
        by the Seller on each Mortgage Loan after the Cut-off Date and all interest
        and
        principal payments on each Mortgage Loan received before the Cut-off Date
        for
        installments of interest and principal due after the Cut-off Date but not
        including payments of principal and interest due by the 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 (except
        that, in the case of Mortgage Loans that are Delay Delivery Mortgage Loans,
        such
        delivery may take place within five Business Days of the Closing Date) as
        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.  With respect to any
        Mortgage Loan that does not have a first payment date on or before the Due
        Date
        in the month of the first Distribution Date, the Seller shall deposit into
        the
        Distribution Account on the first Distribution Account Deposit Date an amount
        equal to one month’s interest at the related Adjusted Mortgage Rate on the
        Cut-off Date Principal Balance of such Mortgage Loan.  On the Closing
        Date the Depositor shall deposit $200 into the Certificate Account for the
        benefit of the Class P-1 and Class P-2 Certificates.

       

      (b)  The
        Depositor, concurrently with the execution and delivery of this Agreement,
        hereby transfers to the Trustee for the benefit of the Certificateholders,
        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.  The Depositor hereby directs the Supplemental Interest
        Trustee to execute the Swap Contract.

       

      (c)  In
        connection with the transfer and assignment of each Mortgage Loan, the Depositor
        has delivered (or, in the case of the Delay Delivery Mortgage Loans, will
        deliver to the Trustee within the time periods specified in the definition
        of
        Delay Delivery Mortgage Loans), 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 and 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 the 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 

       

       

      
        
          
          

        

        
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      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 a 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 the mortgage (each assignment, when duly and validly completed,
        to be in recordable form and sufficient to effect the assignment of and transfer
        to its assignee of the Mortgage to which the assignment relates).  If
        the related Mortgage has not been returned from the applicable public recording
        office, the assignment of the Mortgage may exclude the information to be
        provided by the recording office.  The assignment of Mortgage need not
        be delivered in the case of a Mortgage for which the related Mortgage Property
        is located in the Commonwealth of Puerto Rico.

       

      (iv)  The
        original or copies of any 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.

       

      (vi)  The
        originals of the following documents for each Cooperative Loan:

       

      
        	
                (A)  

              	
                the
                  Co-op Shares, together with a stock power in
                  blank;

              


      

       

      
        	
                (B)  

              	
                the
                  executed Security Agreement;

              


      

       

      
        	
                (C)  

              	
                the
                  executed Proprietary Lease;

              


      

       

      
        	
                (D)  

              	
                the
                  executed Recognition Agreement;

              


      

       

      
        	
                (E)  

              	
                the
                  executed UCC-1 financing statement that has been filed in all places
                  required to perfect the Seller’s interest in the Co-op Shares and the
                  Proprietary Lease with evidence of recording on it;
                  and

              


      

       

      
        	
                (F)  

              	
                executed
                  UCC-3 financing statements or other appropriate UCC financing statements
                  required by state law, evidencing a complete and unbroken line
                  from the
                  mortgagee to the Trustee with evidence of recording thereon (or
                  in a form
                  suitable for recordation).

              


      

       

      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 that 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.

       

       

      
        
          
          

        

        
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      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 of this Agreement
        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, then the
        Depositor shall promptly deliver to the Trustee, in the case of clause (ii)
        or
        (iii) above, the original Mortgage or the interim assignment, as the case
        may
        be, with evidence of recording indicated on when it is received from the
        public
        recording office, or a copy of it, certified, if appropriate, by the relevant
        recording office and in the case of clause (v) above, the original or a copy
        of
        a written commitment or interim binder or preliminary report of title issued
        by
        the title insurance or escrow company, with the original or duplicate copy
        thereof to be delivered to the Trustee upon receipt thereof.  The
        delivery of the original Mortgage Loan and each interim assignment or a copy
        of
        them, certified, if appropriate, by the relevant recording office, shall
        not be
        made later than one year following the Closing Date, or, in the case of clause
        (v) above, later than 120 days following the Closing Date.  If the
        Depositor is unable to deliver each Mortgage by that date and each interim
        assignment because any documents have not been returned by the appropriate
        recording office, or, in the case of each interim assignment, because the
        related Mortgage has not been returned by the appropriate recording office,
        the
        Depositor shall deliver the documents to the Trustee as promptly as possible
        upon their receipt 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.

       

      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 Business Days after
        the
        Closing Date, the Seller shall either

       

      (x)           deliver
        to the Trustee the Mortgage File as required pursuant to this Section 2.01
        for
        each Delay Delivery Mortgage Loan or

       

       

      
        
          
          

        

        
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      (y)           (A)
        repurchase the Delay Delivery Mortgage Loan or (B) substitute the Substitute
        Mortgage Loan for a Delay Delivery Mortgage Loan, which repurchase or
        substitution shall be accomplished in the manner and subject to the conditions
        in Section 2.03 (treating each such Delay Delivery Mortgage Loan as a Deleted
        Mortgage Loan for purposes of such Section 2.03);

       

      provided,
however,
        that if the
        Seller fails to deliver a Mortgage File for any Delay 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, such Deleted
        Mortgage Loan and provided further that 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 Delay 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 Delay Delivery Certification for the
        Delay
        Delivery Mortgage Loans delivered during such period in accordance with the
        provisions of Section 2.02.

       

      (d)  Notwithstanding
        the foregoing, however, the assignments of Mortgage shall not be required
        to be
        submitted for recording (except with respect to any Mortgage Loan secured
        by
        Mortgaged Property located in Maryland) unless such failure to record would,
        as
        certified to the Trustee in writing by the Servicer, result in a withdrawal
        or a
        downgrading by any Rating Agency of the rating on any Class of Certificates;
        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, (ii) the occurrence of a
        bankruptcy, insolvency or foreclosure relating to the Seller, (iii) the
        occurrence of a servicing transfer as described in Section 7.02 and (iv)
        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 Seller 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.

       

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

       

      (f)  The
        Trust
        Fund does not intend to acquire or hold any Mortgage Loan that would violate
        the
        representations made by the Seller set forth in clause (27) of Schedule
        III.

       

      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.

       

      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.  The Trustee agrees to execute and deliver on the Closing
        Date to the Depositor, the Servicer 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 such Initial Certification, the Trustee
        acknowledges that such documents appear regular on their face and relate
        to such
        Mortgage Loans.  The Trustee shall be under no duty or obligation to
        inspect, review or examine said documents, instruments, certificates or other
        papers to determine that the same are genuine, 

       

       

      
        
          
          

        

        
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      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 a Delay Delivery Certification with respect to the
        Mortgage Loans substantially in the form of Exhibit G-2, with any applicable
        exceptions noted thereon.

       

      By
        the
        ninetieth 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 a Final Certification with respect to the Mortgage
        Loans
        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 defect that materially and adversely affects
        the interests of the Certificateholders within 90 days from the date it was
        so
        notified of the defect and, if the Seller does not correct the defect within
        that period, the Seller shall either (a) substitute for the related Mortgage
        Loan a Substitute Mortgage Loan, which substitution shall be accomplished
        in the
        pursuant Section 2.03, or (b) purchase the Mortgage Loan at its Purchase
        Price
        from the Trustee within 90 days from the date the Seller was notified of
        the
        defect in writing.

       

      Any
        substitution pursuant to clause (a) above or purchase pursuant to clause
        (b)
        above shall not be effected before the delivery to the Trustee of the Opinion
        of
        Counsel, if required by Section 2.05, and any substitution pursuant to clause
        (a) above shall not be effected before the additional delivery to the Trustee
        of
        a Request for Release substantially in the form of Exhibit N.  No
        substitution is permitted to be made in any calendar month after the
        Determination Date for the month.

       

      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 720 days from the Closing
        Date.  In no other case may a substitution or purchase occur more than
        540 days from the Closing Date.

       

      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


       

       

      
        
          
          

        

        
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      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 set forth herein.  The
        Servicer shall promptly deliver to the Trustee, upon the execution or receipt
        thereof, the originals of any other documents or instruments constituting
        the
        Mortgage File that 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, makes the representations and
        warranties in Schedule II, and by this reference incorporated in this Agreement,
        to the Depositor and the Trustee, as of the Closing Date.

       

      (b)  The
        Seller, in its capacity as Seller, makes the representations and warranties
        in
        Schedule III, and by this reference incorporated in this Agreement, to the
        Depositor and the Trustee, as of the Closing Date, or if so specified in
        Schedule III, as of the 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 in any Mortgage Loan, the party
        discovering such breach shall give prompt notice thereof to the other
        parties.  Any breach of representations and warranties under clauses
        (27) and (32) of Schedule III shall be deemed to materially and adversely
        affect
        the interests of the Certificateholders in the affected Mortgage
        Loans.  The Seller covenants that within 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) which materially
        and
        adversely affects the interests of the Certificateholders 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; or (ii)
        repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee
        at the
        Purchase Price in the manner set forth below.  Any substitution
        pursuant to (i) above shall not be effected before the delivery to the Trustee
        of the Opinion of Counsel, if required by Section 2.05, and a Request for
        Release substantially in the form of Exhibit N, and the Mortgage File for
        any
        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 the Mortgage Note,
        the
        Mortgage, the related assignment of the Mortgage, and such other documents
        and
        agreements as are 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
        such
        month.  Scheduled Payments due with respect to Substitute Mortgage
        Loans in the month of substitution shall not be part of the Trust Fund and
        will
        be retained by the Seller on the next succeeding Distribution
        Date.  For the month of substitution, distributions to
        Certificateholders will include the monthly payment due on any Deleted Mortgage
        Loan for such month and thereafter the Seller shall be entitled to retain
        all
        amounts received in respect of such Deleted Mortgage Loan.

       

       

      
        
          
          

        

        
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      The
        Servicer shall amend the Mortgage Loan Schedule for the benefit of the
        Certificateholders 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
        (if
        any) 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 such Deleted Mortgage Loans (after application of the scheduled
        principal portion of the monthly payments due in the month of
        substitution).  The amount of such shortage (the “Substitution
        Adjustment
        Amount”) plus, if the Seller is not the Servicer, an amount equal
        to the aggregate of any unreimbursed Advances and Servicer Advances with
        respect
        to such 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 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,
        or
        the 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 shall not be waived by the Depositor.

       

      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 its 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, provided however, in
        no
        case shall the Servicer be obligated to repurchase a Mortgage Loan on account
        of
        EPD Rights unless and until the Servicer shall have previously received
        repurchase payment from a 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 

       

       

      
        
          
          

        

        
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      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.

       

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

       

      The
        Depositor represents and warrants to the Trustee with respect to each Mortgage
        Loan as of the date of this Agreement or such other date set forth in this
        Agreement 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
        representations and warranties in this Section 2.04 shall survive delivery
        of
        the Mortgage Files to the Trustee.  Upon discovery by the Depositor or
        the Trustee of any breach of any of the representations and warranties in
        this
        Section that materially and adversely affects the interest of the
        Certificateholders, the party discovering the breach shall give prompt written
        notice to the others and to each Rating Agency.

       

      Section
        2.05  Delivery
        of Opinion of Counsel in
        Connection with Substitutions.

       

      (a)  Notwithstanding
        any contrary provision of this Agreement, no substitution pursuant to Section
        2.02 or 2.03 shall be made more than 90 days after the Closing Date unless
        the
        Seller delivers to the Trustee an Opinion of Counsel, which Opinion of Counsel
        shall not be at the expense of either the Trustee or the Trust Fund, addressed
        to the Trustee, 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.

       

      (b)  Upon
        discovery by the Depositor, the Seller, the Servicer 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 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 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 and conditions, as it would a Mortgage Loan repurchased for breach
        of a
        representation or warranty contained in Section 2.03.

       

       

      
        
          
          

        

        
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      Section
        2.06  Execution
        and Delivery of
        Certificates.

       

      The
        Trustee acknowledges the transfer and assignment to it of the Trust Fund
        and,
        concurrently with such 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  REMIC
        Matters.

       

      The
        Preliminary Statement sets forth the designations and “latest possible maturity
        date” for federal income tax purposes of all interests created under this
        Agreement.  The “Startup Day” for purposes of the REMIC Provisions
        shall be the Closing Date.  Each REMIC’s fiscal year shall be the
        calendar year.

       

      


      
        
          
          

        

        
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      ARTICLE
        THREE

       

      Administration
        and Servicing of Mortgage Loans

       

      Section
        3.01  Servicer
        to Service Mortgage
        Loans.

       

      For
        and
        on behalf of the Certificateholders, 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 any REMIC created under this
        Agreement 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.  Except in connection with a Loan
        Modification that results in a Capitalized Advance, 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.

       

      Nothing
        in this Agreement to the contrary shall limit the Servicer from undertaking
        any
        legal action that it may deem appropriate with respect to the Mortgage Loans
        including, without limitation, any rights or causes of action arising out
        of the
        origination of the Mortgage Loans.

       

       

      
        
          
          

        

        
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      Section
        3.02  [Reserved].

       

      Section
        3.03  Rights
        of the Depositor and the
        Trustee in Respect of the Servicer.

       

      The
        Depositor may, but is not obligated to, enforce the obligations of the Servicer
        under this Agreement and may, but is not obligated to, perform, or cause
        a
        designee to perform, any defaulted obligation of the Servicer under this
        Agreement and in connection with any such defaulted obligation to exercise
        the
        related rights of the Servicer under this Agreement; provided that the Servicer
        shall not be relieved of any of its obligations under this Agreement by virtue
        of such performance by the Depositor or its designee.  Neither the
        Trustee nor the Depositor shall have any responsibility or liability for
        any
        action or failure to act by the Servicer nor shall the Trustee or the Depositor
        be obligated to supervise the performance of the Servicer under this Agreement
        or otherwise.

       

      Section
        3.04  [Reserved].

       

      Section
        3.05  Trustee
        to Act as
        Servicer.

       

      If
        the
        Servicer for any reason is no longer the Servicer under this Agreement
        (including because of the occurrence or existence of an Event of Default
        or
        termination by the Depositor), the Trustee or its successor shall assume
        all of
        the rights and obligations of the Servicer under this Agreement 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 2.02 or
        2.03,

       

      (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; Swap Account; Collateral
        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 (i) subject to Section
        3.21,
        waive any Late Payment Fee or, subject to Section 3.20, waive any Prepayment
        Charge in connection with the prepayment of a Mortgage Loan and (ii) extend
        the
        due dates for payments due on a Delinquent Mortgage Loan for a period not
        greater than 125 days.  In connection with a Mortgage Loan that is in
        default, or with respect to which default is 

       

       

      
        
          
          

        

        
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      reasonably
        foreseeable, the Servicer may, consistent with the Servicing Standard, waive,
        modify or vary any term of that 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 ),
        accept payment from the related Mortgagor of an amount less than the Stated
        Principal Balance in final satisfaction of that Mortgage Loan, or consent
        to the
        postponement of strict compliance with any such term or otherwise grant
        indulgence to any Mortgagor if in the Servicer’s determination such waiver,
        modification, postponement or indulgence (such a waiver, modification,
        postponement or indulgence, a “Preemptive
        Loan
        Modification”) is not materially adverse to the interests of the
        Certificateholders (taking into account any estimated loss that might result
        absent such action) and is expected to minimize the loss on such Mortgage
        Loan;
        provided, however, the Servicer shall not initiate new lending to such Mortgagor
        through the Trust and 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.  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 have the discretion to sell any Delinquent or defaulted
        Mortgage Loan.

       

      (b)  [Reserved].

       

      (c)  [Reserved].

       

      (d)  The
        Servicer shall establish and maintain a Certificate Account into which the
        Servicer shall deposit within two Business Days of receipt or as otherwise
        specified in this Agreement, 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 Prepayment
        Interest Excess and of the 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)     any
        amount required to be deposited by the Servicer pursuant to Section 3.06(f)
        in
        connection with any losses on Permitted Investments;

       

      (v)      any
        amounts required to be deposited by the Servicer pursuant to Sections 3.10
        and
        3.12;

       

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

       

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

       

      (viii)   any
        other
        amounts required to be deposited under this Agreement;

       

       

      
        
          
          

        

        
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      (ix)     all
        Late
        Payment Fees collected by the Servicer; and

       

      (x)      all
        Prepayment Charges collected and amounts payable by the Servicer for the
        waiver
        of such amounts.

       

      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 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 Rate on that date.

       

      The
        foregoing requirements for remittance by the Servicer to the Certificate
        Account  shall be exclusive, it being understood and agreed that,
        without limiting the generality of the foregoing, payments in the nature
        of
        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 in this Agreement 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.

       

      (e)  The
        Trustee shall establish and maintain the Distribution Account on behalf of
        the
        Certificateholders, which shall be a segregated, non-interest bearing
        account.  The Trustee shall, promptly upon receipt, deposit in the
        Distribution Account and retain in the Distribution Account 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(f) in connection
        with
        any losses on Permitted Investments; and

       

      (iii)     any
        other
        amounts deposited under this Agreement 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 in this Agreement 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.

       

      (f)  Each
        institution at which the Certificate Account is maintained shall invest the
        funds in such account 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 which shall not be sold or disposed
        of before its maturity.  The funds in the Distribution Account shall


       

       

      
        
          
          

        

        
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      remain
        uninvested.  All such Permitted Investments shall be made in the name
        of the Trustee, for the benefit of the Certificateholders.  All income
        realized from any such 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 in this Agreement.  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.

       

      (g)  (i)
        On
        the Closing Date, the Supplemental Interest Trustee shall establish and maintain
        in its name, in trust for the benefit of the Holders of the LIBOR Certificates,
        the Swap Account.  The Swap Account shall be a non-interest bearing
        Eligible Account, and funds on deposit in the account shall be held separate
        and
        apart from, and shall not be commingled with, any other moneys, including
        without limitation, other moneys held by the Trustee pursuant to this
        Agreement.

       

      (ii)
        The
        Supplemental Interest Trustee shall deposit in the Swap Account all amounts
        received from the Swap Counterparty for any Distribution Date.  If the
        Supplemental Interest Trustee deposits into the Swap Account any amount not
        required to be deposited in that account, it may at any time withdraw such
        amount from the Swap Account, any provision in this Agreement to the contrary
        notwithstanding.  Funds in the Swap Account shall be held
        uninvested.

       

      (iii)
        Funds on deposit in the Swap Account shall be distributed in the amounts
        and in
        the order described under Section 4.02(d).

       

      (iv)
        On
        each Distribution Date, the Trustee shall make the deposits to the Swap Account
        pursuant to Section 4.02(a) and (b).

       

      (h)  (i)
        Upon
        the execution of an ISDA Credit Support Annex, the Supplemental Interest
        Trustee
        shall establish and maintain in its name, in trust for the benefit of the
        Holders of the LIBOR Certificates, the Collateral Account.  The
        Collateral Account shall be a non-interest bearing Eligible Account, and
        funds
        on deposit in the account shall be held separate and apart from, and shall
        not
        be commingled with, any other moneys, including without limitation, other
        moneys
        held by the Supplemental Interest Trustee pursuant to this
        Agreement.

       

      (ii)
        The
        Supplemental Interest Trustee shall deposit in the Collateral Account any
        collateral (whether in the form of cash, securities or any other eligible
        investments) pledged by the Swap Counterparty under the ISDA Credit Support
        Annex.  If the Supplemental Interest Trustee deposits into the
        Collateral Account any amount not required to be deposited in that account,
        it
        may at any time withdraw such amount from the Collateral Account, any provision
        in this Agreement to the contrary notwithstanding.  Funds in the
        Collateral Account shall be invested in permitted investments defined in
        the
        ISDA Credit Support Annex.  The Supplemental Interest Trustee shall
        not be liable for any loss of investment of funds made pursuant to the ISDA
        Credit Support Annex.

       

      (iii)
        Funds on deposit in the Collateral Account shall be applied in accordance
        with
        the terms of the related ISDA Credit Support Annex.

       

      (i)  The
        Servicer shall give notice to the Trustee, the Seller, each Rating Agency
        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 prior to any change of this
        Agreement.  The Trustee shall give notice to the Servicer, the Seller,
        each Rating Agency and the Depositor of any proposed change of the location
        of
        the Distribution Account, Swap Account or Collateral Account not later than
        30
        days and not more than 45 days prior to any change of this
        Agreement.

       

       

      
        
          
          

        

        
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      (j)  Upon
        a
        downgrade in the rating of an institution at which an Eligible Account is
        held
        below the required ratings set forth in the definition of Eligible Account,
        within 30 days of such downgrade, such account will be transferred to an
        account
        meeting the requirements of the definition of Eligible Account; provided,
        however, that this transfer requirement may be waived by the applicable Rating
        Agency.

       

      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 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
        Section 3.01 (with respect to taxes and assessments and insurance premiums)
        and
        Section 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 or advanced by the Servicer 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 and the 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 Swap
        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:

       

       

      
        
          
          

        

        
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      (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 or successor Servicer for the 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 or successor Servicer for any Nonrecoverable Advance
        previously made by it;

       

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

       

      (v)  to
        reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer’s
        right to reimbursement pursuant to this clause (a) with respect to any Mortgage
        Loan being limited to amounts received on the Mortgage Loans that represent
        late
        recoveries of the payments for which the advances were made pursuant to Section
        3.01 or Section 3.07, (b) unreimbursed Servicing Advances made in respect
        of a
        Mortgage Loan for which such Servicing Advances are not recoverable from
        the
        Mortgagor and (c) 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 of such Mortgage Loan that has been purchased pursuant to Section
        2.02,
        2.03, or 3.12, 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 in the Certificate Account;

       

      (ix)  by
        the
        Distribution Account Deposit Date, to withdraw (1) the Available Funds and
        the
        Trustee Fee 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; and

       

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

       

      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 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.

       

      In
        addition to the amounts remitted to the Trustee by the Servicer from the
        Certificate Account, by the Distribution Account Deposit Date, the Servicer
        shall remit all Late Payment Fees assessable and not waived pursuant to Section
        3.21(a) to the Trustee for deposit in the Distribution Account.

       

       

      
        
          
          

        

        
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      (b)  The
        Trustee shall withdraw funds from the Distribution Account for distributions
        to
        Certificateholders 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 third 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
        withdraw and return to the Servicer any amount deposited in the Distribution
        Account and not required to be deposited therein; and

       

      (iii)  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 Swap Account
        in
        the manner specified in Section 3.06 (and to withhold from the amounts so
        withdrawn the amount of any taxes that it is authorized to retain pursuant
        to
        the third paragraph of Section 8.11).  In addition, the Trustee may
        from time to time make withdrawals from the Swap Account for the following
        purposes:

       

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

       

      (ii)  to
        clear
        and terminate the Swap Account upon the earlier of (x) the Swap Contract
        Termination Date and (y) the termination of this Agreement pursuant to Section
        9.01.

       

      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 (y) the outstanding principal balance of the Mortgage Loan and
        (z) an
        amount such that the proceeds of the policy are sufficient to prevent the
        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 unless such costs are part of a Capitalized
        Advance.  Such costs shall be recoverable by the Servicer out of late
        payments (other than Late Payment Fees) 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,
        

       

       

      
        
          
          

        

        
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      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 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, 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.

       

      In
        connection with its activities as Servicer of the Mortgage Loans, the Servicer
        agrees to present, on behalf of itself, the Trustee 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 

       

       

      
        
          
          

        

        
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      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 set forth
        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
        with such Officer’s Certificate.  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 of the Mortgage File.  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.

       

      The
        Servicer shall use reasonable efforts in accordance with the Servicing Standard
        to foreclose on or otherwise comparably convert the ownership of assets securing
        such of the Mortgage Loans as 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.  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 of such costs and expenses from the
        liquidation proceeds with respect to the related Mortgaged Property, as provided
        in the definition of Liquidation 

       

       

      
        
          
          

        

        
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      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 a one mile radius 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.

       

      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 the Pooling and Servicing 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.

       

      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, by preparing any required tax and information returns, in the form
        required.

       

      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 costs 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 net proceeds received
        during any calendar month exceeds 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 of priority: first,
        to
        reimburse the Servicer for any related unreimbursed Servicing Advances or
        Servicing Fees or for any related unreimbursed Advances, as applicable; second,
        to reimburse the Servicer, as applicable, and 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)(iii) that
        related to the Mortgage Loan; third, to accrued and unpaid interest (to the
        extent no Advance has been made for such amount or any such Advance has been
        reimbursed) on the 

       

       

       

      
        
          
          

        

        
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      Mortgage
        Loan or related REO Property, at the Adjusted Net Mortgage Rate to the Due
        Date
        occurring in the month in which such 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.

       

      The
        Servicer may agree to a modification of any Mortgage Loan at the request
        of the
        related Mortgagor if (i) the modification is in lieu of a refinancing and
        (ii)
        the Servicer purchases that Mortgage Loan from the Trust Fund 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 have been satisfied with respect to a Mortgage
        Loan to be repurchased pursuant to this paragraph.

       

      The
        Servicer shall deposit the Purchase Price for any Mortgage Loan repurchased
        pursuant to Section 3.12 in the Certificate Account pursuant to Section 3.06
        within one 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 “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, 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.

       

      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.  The Servicer is
        authorized to cause the removal from the registration on the MERS System
        of such
        Mortgage and to execute and deliver, on behalf of the Trustee and the
        Certificateholders or any of them, any and all instruments of satisfaction
        or
        cancellation or of partial or full release.  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 

       

       

      
        
          
          

        

        
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      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 set forth 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, 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.

       

      The
        Servicer may retain or withdraw (as and to the extent provided in this
        Agreement) from the Certificate Account the Servicing Fee for each Mortgage
        Loan
        for the related Distribution Date.  If the Servicer directly services
        a Mortgage Loan, the Servicer may retain the Servicing Fee for its own account
        as compensation for performing services.  Notwithstanding the
        foregoing, the 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 Excess Proceeds, Prepayment Interest
        Excess, assumption fees and all income 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 (including the 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.

       

       

      
        
          
          

        

        
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      Section
        3.16  Access
        to Certain
        Documentation.

       

      The
        Servicer shall provide to the OTS and the FDIC and to comparable regulatory
        authorities supervising Holders of Certificates 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.

       

      (a)  By
        March
        15 of each year, commencing with 2008, the Servicer shall deliver to the
        Trustee
        via electronic mail (DBSEC.Notifications@db.com) and the Depositor an Officer’s
        Certificate signed by two Servicing Officers stating, as to each signer thereof,
        that (i) a review of the activities of the Servicer during the preceding
        calendar year (or applicable portion thereof) and of the performance of the
        Servicer under this Agreement has been made under such officer’s supervision,
        and (ii) to the best of such officer’s knowledge, based on the review, the
        Servicer has fulfilled all its obligations under this Agreement, in all material
        respects throughout the year (or applicable portion thereof), or, if there
        has
        been a failure to fulfill any obligation in any material respect, specifying
        each failure known to the officer and the nature and status
        thereof.

       

      (b)  [Reserved].

       

      (c)  Copies
        of
        such statement shall be provided by the Trustee to any Certificateholder
        or
        Certificate Owner upon request at the Servicer’s expense, provided such
        statement is delivered by the Servicer to the Trustee.

       

      Section
        3.18  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.  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
        3.19  The
        Swap
        Contract.

       

      The
        Depositor shall cause the Supplemental Interest Trustee, on behalf of the
        Supplemental Interest Trust, to enter into the Swap Contract.  The
        Supplemental Interest Trustee’s rights to receive certain proceeds of the Swap
        Contract shall not be an asset of the Trust Fund or of any REMIC.  The
        Supplemental Interest Trustee shall deposit any amounts received from time
        to
        time from the Swap Counterparty into the Swap Account.

       

      The
        Supplemental Interest Trustee shall (i) be subject to a standard of care
        and
        (ii) be entitled to all of the rights, privileges, immunities and indemnities,
        in each case identical to that of the Trustee under Article Eight of this
        Agreement.

       

       

      
        
          
          

        

        
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      Upon
        the
        Supplemental Interest Trustee obtaining actual knowledge of the rating of
        the
        Swap Counterparty falling below the relevant levels set forth in the Swap
        Contract (provided, however, that the Supplemental Interest Trustee shall
        have
        no obligation to conduct an independent investigation or inquiry in relation
        thereto), the Depositor shall instruct the Supplemental Interest Trustee
        in
        writing to enforce its rights thereunder.  Such Instructions shall be
        specific as to mode or method of enforcement.  If the Swap
        Counterparty appropriately elects to post collateral under the Credit Support
        Annex executed on the Closing Date, the Supplemental Interest Trustee shall
        demand payment of the Delivery Amount (as defined in the ISDA Credit Support
        Annex).  The Supplemental Interest Trustee shall set up the Collateral
        Account in accordance with Section 3.06 to hold such cash or other eligible
        investments pledged under such ISDA Credit Support Annex.  Any cash or
        other eligible investments pledged under an ISDA Credit Support Annex shall
        not
        be part of the Swap Account or the Distribution Account unless they are applied
        in accordance with such ISDA Credit Support Annex to make a payment due to
        the
        Supplemental Interest Trustee pursuant to the Swap Contract.

       

      Upon
        the
        Supplemental Interest Trustee obtaining actual knowledge of an Event of Default
        (as defined in the Swap Contract) or Termination Event (as defined in the
        Swap
        Contract) for which the Supplemental Interest Trustee has the right to designate
        an Early Termination Date (as defined in the Swap Contract) (provided, however,
        that the Supplemental Interest Trustee shall have no obligation to conduct
        an
        independent investigation or inquiry in relation thereto), the Depositor
        shall
        instruct the Supplemental Interest Trustee in writing as to whether to designate
        an Early Termination Date; provided, however, that the Supplemental Interest
        Trustee shall provide written notice to each Rating Agency following the
        Event
        of Default or Termination Event.  Upon the termination of the Swap
        Contract under the circumstances contemplated by this Section 3.19(b), the
        Supplemental Interest Trustee shall use its reasonable best efforts to enforce
        its rights as may be permitted by the terms of the Swap Contract and consistent
        with the terms of this Agreement.

       

      Notwithstanding
        any other provision in this Agreement, in the event that the Swap Contract
        is
        terminated and the Supplemental Interest Trust enters into a replacement
        swap
        contract and the Supplemental Interest Trust is entitled to receive a payment
        from a replacement swap counterparty, the Supplemental Interest Trustee shall
        direct the replacement swap counterparty to make such payment to the Swap
        Account in accordance with the provisions of this paragraph.  The
        Supplemental Interest Trustee shall pay to the Swap Counterparty the lesser
        of
        (x) the amount so received and (y) any Swap Termination Payment owed to the
        Swap
        Counterparty (to the extent not already paid by the Supplemental Interest
        Trust)
        that is being replaced immediately upon receipt of the replacement swap
        counterparty payment, regardless of whether the date of receipt thereof is
        a
        Distribution Date; provided that to the extent that the replacement swap
        counterparty payment is less than the Swap Termination Payment owed to the
        Swap
        Counterparty, any remaining amounts will be paid to the Swap Counterparty
        on the
        subsequent Distribution Date (unless the replacement swap counterparty payment
        is paid to the Swap  Counterparty on a Distribution Date, in which
        case such remaining amounts will be paid on such Distribution Date) in
        accordance with the priority of payments described in Section 4.02 of this
        Agreement.  For the avoidance of doubt, the parties agree that the
        Swap Counterparty shall have first priority to any replacement swap counterparty
        payment over the payment by the Supplemental Interest Trust to
        Certificateholders, any servicer, any custodian, the Trustee, Supplemental
        Interest Trustee or any other Person.

       

      In
        the
        event that the Swap Counterparty pays any Swap Termination Payment to the
        Supplemental Interest Trustee, any portion of such Swap Termination Payment
        paid
        by the Swap Counterparty that is remitted to the Supplemental Interest Trustee
        shall be available to pay any upfront amount due to a replacement swap provider
        with respect to the related replacement swap contract, and thereafter for
        distribution in the manner described in Section 4.02(c).

       

       

      
        
          
          

        

        
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      The
        Swap
        Counterparty shall be an express third party beneficiary of any obligation
        under
        this Agreement that specifically affects its rights to receive any payment
        due
        to it and available to be paid to it to the extent received by the Supplemental
        Interest Trustee under this Agreement or to the return of collateral under
        this
        Agreement and any other express rights of the Swap Counterparty explicitly
        set
        forth under this Agreement and the Swap Contract, and for purposes of the
        standard of care under this Agreement, solely to the extent of the Supplemental
        Interest Trustee’s negligence or willful misconduct as it relates to the above
        described obligations owed to the Swap Counterparty by the Supplemental Interest
        Trustee under this Agreement.

       

      Notwithstanding
        anything herein to the contrary, any responsibility of the Supplemental Interest
        Trustee hereunder or under the Swap Contract to make any payment to the Swap
        Counterparty, or receive any payment from the Swap Counterparty, as applicable,
        shall be subject to the receipt of timely, accurate and available information
        from the Servicer and the Swap Counterparty pursuant to the terms of this
        Agreement and Swap Contract, as applicable.

       

      Section
        3.20  Notification
        of
        Adjustments.

       

      On
        each
        Adjustment Date, the Servicer shall make interest rate adjustments for each
        Mortgage Loan in compliance with the requirements of the related Mortgage
        and
        Mortgage Note and applicable regulations.  The Servicer shall execute
        and deliver the notices required by each Mortgage and Mortgage Note and
        applicable regulations regarding interest rate adjustments.  The
        Servicer also shall provide timely notification to the Trustee of all applicable
        data and information regarding such interest rate adjustments and the Servicer’s
        methods of implementing such interest rate adjustments.  Upon the
        discovery by the Servicer or the Trustee that the Servicer has failed to
        adjust
        or has incorrectly adjusted a Mortgage Rate or a monthly payment pursuant
        to the
        terms of the related Mortgage Note and Mortgage, the Servicer shall immediately
        deposit in the Certificate Account from its own funds the amount of any loss
        caused thereby without reimbursement therefor; provided, however, the Servicer
        shall not be liable with respect to any interest rate adjustments made by
        any
        servicer prior to the Servicer.

       

      Section
        3.21  Prepayment
        Charges.

       

      (a)  The
        Servicer will not waive any part of any Prepayment Charge unless the waiver
        relates to a default or a reasonably foreseeable default, the Prepayment
        Charge
        would cause an undue hardship to the related borrower, the Mortgaged Property
        is
        sold by the Mortgagor, 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 will 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.

       

      (b)  If
        a
        Prepayment Charge is waived other than as permitted by the prior paragraph,
        then
        the Servicer is required to pay the amount of such waived Prepayment Charge,
        for
        the benefit of the Holders of the Class P-1 or Class P-2 Certificates, as
        applicable, by depositing such amount into the Distribution Account from
        its own
        funds, without any right of reimbursement therefor, together with and at
        the
        time that the amount prepaid on the related Mortgage Loan is required to
        be
        deposited into the Distribution Account.

       

      (c)  The
        Seller represents and warrants to the Depositor and the Trustee, as of the
        Closing Date, that the information relating to the type of Prepayment Charges
        and the Prepayment Charge Period in the 

       

       

      
        
          
          

        

        
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      Mortgage
        Loan Schedule 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,
        except
        as the enforceability thereof is limited due to acceleration in connection
        with
        a foreclosure or other involuntary payment.

       

      (d)  Upon
        discovery by the Servicer or upon actual knowledge by a Responsible Officer
        of
        the Trustee (provided, however, that the Trustee shall have no obligation
        to
        conduct an independent investigation or inquiry in relation thereto) of a
        breach
        of the foregoing clause (c) that materially and adversely affects the right
        of
        the Holders of the Class P-1 or Class P-2 Certificates, as applicable, to
        any
        Prepayment Charge, the party discovering the breach shall give prompt written
        notice to the other parties.  Within 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 Prepayment Charge that would otherwise
        be
        due from the Mortgagor, less any amount representing such Prepayment Charge
        previously collected and paid by the Servicer into the Certificate
        Account.

       

      Section
        3.22  Late
        Payment
        Fees.

       

      (a)  The
        Servicer shall not waive any part of any Late Payment Fee unless (i) the
        collection of any Late Payment Fee would violate any relevant law or regulation
        or (ii) the waiving of the Late Payment Fee 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 Late Payment Fee and related
        Mortgage Loan and doing so is standard and customary in servicing similar
        Mortgage Loans (including the waiver of a Late Payment Fee in connection
        with a
        refinancing of a Mortgage Loan that is related to a default or reasonably
        foreseeable default).

       

      (b)  If
        the
        covenants made by the Servicer in clause (a) above is breached, the Servicer
        must pay into the Certificate Account prior to the Distribution Account Deposit
        Date following the end of the related Prepayment Period the amount of the
        waived
        Late Payment Fee.

       

      (c)  The
        Servicer shall remit Late Payment Fees assessable and not waived pursuant
        to
        clause (a) above in accordance with Section 3.09.

       

       

      
        
          
          

        

        
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      ARTICLE
        FOUR

       

      Distributions
        and Advances by the Servicer

       

      Section
        4.01  Advances.

       

      (a)  The
        Servicer shall determine on or before each Servicer Advance Date whether
        it is
        required to make an Advance pursuant to the definition thereof.  If
        the Servicer determines it is required to make an Advance, it shall, on or
        before the Servicer Advance Date, either (i) deposit into the Certificate
        Account an amount equal to 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 any such Advance.  Any funds so applied shall be replaced by the
        Servicer by deposit in the Certificate Account no later than the close of
        business on the next Servicer Advance Date.  The Servicer shall be
        entitled to 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 such Mortgage Loan has been foreclosed or otherwise
        terminated and the 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.

       

      (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 an Advance hereunder
        and
        is not a Nonrecoverable Advance.  If the Trustee receives a Trustee
        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 Trustee 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 Advance
        (including interest at the Prime Rate on the day of such reimbursement published
        in The Wall Street
        Journal) 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.  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 determined
        by
        the Servicer to be a Nonrecoverable Advance.

       

       

      
        
          
          

        

        
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      Section
        4.02  Priorities
        of
        Distribution.

       

      (a)  (1)  On
        each Distribution Date, the Trustee shall withdraw the Available Funds for
        Loan
        Group 1 from the Distribution Account and apply such funds to distributions
        on
        the Group 1 Senior Certificates in the following priority, in each case,
        to the
        extent of Available Funds remaining:

       

      (i)  concurrently,
        to each interest-bearing Class or Component of Group 1 Senior Certificates,
        an
        amount allocable to interest equal to the related Class Optimal Interest
        Distribution Amount, any shortfall being allocated among such Classes in
        proportion to the amount of the Class Optimal Interest Distribution Amount
        that
        would have been distributed in the absence of such shortfall; provided, that
        for
        so long as the Swap Contract is in effect and thereafter to the extent a
        Swap
        Termination Payment is due to the Swap Counterparty other than as a result
        of a
        Swap Counterparty Trigger Event, the Class Optimal Interest Distribution
        Amount
        for the Class A-1-1 Component shall be distributed to the Swap Account; provided
        further, that after the Swap Contract Termination Date, any portion of the
        Excess Interest attributable to the Class A-1-1 Component shall be distributed
        pursuant to Section 4.02(g);

       

      (ii)  [reserved];

       

      (iii)  concurrently,
        to each Class of Group 1 Senior Certificates as follows:

       

      
        	
                (A)  

              	
                [reserved];
                  and

              


      

       

      
        	
                (B)  

              	
                the
                  Principal Amount for Loan Group 1, up to the amount of the related
                  Senior
                  Principal Distribution Amount for such Distribution Date will be
                  distributed concurrently, to the Class 1-A-2 Certificates and the
                  Class
                  A-1-1 Component, pro rata, until their Class Certificate Balance
                  and
                  Component Balance, respectively, are reduced to
                  zero;

              


      

       

      (iv)  [reserved];

       

      (2)  On
        each Distribution
        Date, the Trustee shall withdraw the Available Funds for Loan Group 2 from
        the
        Distribution Account and apply such funds to distributions on the Group 2
        Senior
        Certificates in the following priority, in each case, to the extent of Available
        Funds remaining:

      


      (i)  concurrently,
        to each interest-bearing Class or Component of Group 2 Senior Certificates,
        an
        amount allocable to interest equal to the related Class Optimal Interest
        Distribution Amount, any shortfall being allocated among such Classes in
        proportion to the amount of the Class Optimal Interest Distribution Amount
        that
        would have been distributed in the absence of such shortfall; provided, that
        for
        so long as the Swap Contract is in effect and thereafter to the extent a
        Swap
        Termination Payment is due to the Swap Counterparty other than as a result
        of a
        Swap Counterparty Trigger Event, the Class Optimal Interest Distribution
        Amount
        for the Class A-1-2 Component shall be distributed to the Swap Account; provided
        further, that after the Swap Contract Termination Date, any portion of the
        Excess Interest attributable to the Class A-1-2 Component shall be distributed
        pursuant to Section 4.02(g);

       

      (ii)  [reserved];

       

      (iii)  concurrently,
        to each Class of Group 2 Senior Certificates as follows:

       

      
        	
                (A)  

              	
                [reserved];

              


      

       

       

      
        
          
          

        

        
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                (B)  

              	
                the
                  Principal Amount for Loan Group 2, up to the amount of the related
                  Senior
                  Principal Distribution Amount for such Distribution Date will be
                  distributed concurrently, to the Class 2-A-2 Certificates and the
                  Class
                  A-1-2 Component, pro rata, until their Class Certificate Balance
                  and
                  Component Balance, respectively, are reduced to
                  zero;

              


      

       

      (3)  On
        each Distribution
        Date, the Trustee shall withdraw the Available Funds for Loan Group 3 from
        the
        Distribution Account and apply such funds to distributions on the Group 3
        Senior
        Certificates in the following priority, in each case, to the extent of Available
        Funds remaining:

      


      (i)  concurrently,
        to each interest-bearing Class or Component of Group 3 Senior Certificates,
        an
        amount allocable to interest equal to the related Class Optimal Interest
        Distribution Amount, any shortfall being allocated among such Classes in
        proportion to the amount of the Class Optimal Interest Distribution Amount
        that
        would have been distributed in the absence of such shortfall; provided, that
        for
        so long as the Swap Contract is in effect and thereafter to the extent a
        Swap
        Termination Payment is due to the Swap Counterparty other than as a result
        of a
        Swap Counterparty Trigger Event, the Class Optimal Interest Distribution
        Amount
        for the Class A-1-3 Component shall be distributed to the Swap Account; provided
        further, that after the Swap Contract Termination Date, any portion of the
        Excess Interest attributable to the Class A-1-3 Component shall be distributed
        pursuant to Section 4.02(g);

       

      (ii)  [reserved];

       

      (iii)  concurrently,
        to each Class of Group 3 Senior Certificates as follows:

       

      
        	
                (A)  

              	
                [reserved];

              


      

       

      
        	
                (B)  

              	
                the
                  Principal Amount for Loan Group 3, up to the amount of the related
                  Senior
                  Principal Distribution Amount for such Distribution Date will be
                  distributed in the following
                  priority:

              


      

       

      (a)  to
        the
        Class A-R Certificates, until its Class Certificate Balance is reduced to
        zero;
        and

       

      (b)  concurrently,
        to the Class 3-A-2 Certificates and the Class A-1-3 Component, pro rata,
        until
        their Class Certificate Balance and Component Balance, respectively, are
        reduced
        to zero;

       

      (4)  On
        each Distribution
        Date, after making the distributions described in Section 4.02(a)(1), Section
        4.02(a)(2) and Section 4.02(a)(3), Available Funds from each Loan Group
        remaining will be distributed to the Senior Certificates to the extent provided
        in Section 4.03;

      


      (5)  On
        each Distribution
        Date, Available Funds from each Loan Group remaining after making the
        distributions described in Section 4.02(a)(1), Section 4.02(a)(2), Section
        4.02(a)(3) and Section 4.02(a)(4) will be distributed to the Subordinated
        Certificates, subject to paragraph 4.02(e) below, in the following order
        of
        priority:

      


      
        	
                (A)  

              	
                to
                  the Class B-1 Certificates, an amount allocable to interest equal
                  to the
                  Class Optimal Interest Distribution Amount for such Class for such
                  Distribution Date;

              


      

       

       

      
        
          
          

        

        
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                (B)  

              	
                to
                  the Class B-1 Certificates, an amount allocable to principal equal
                  to its
                  Pro Rata Share for such Distribution Date until the Class Certificate
                  Balance thereof is reduced to zero;

              


      

       

      
        	
                (C)  

              	
                to
                  the Class B-2 Certificates, an amount allocable to interest equal
                  to the
                  Class Optimal Interest Distribution Amount for such Class for such
                  Distribution Date;

              


      

       

      
        	
                (D)  

              	
                to
                  the Class B-2 Certificates, an amount allocable to principal equal
                  to its
                  Pro Rata Share for such Distribution Date until the Class Certificate
                  Balance thereof is reduced to zero;

              


      

       

      
        	
                (E)  

              	
                to
                  the Class B-3 Certificates, an amount allocable to interest equal
                  to the
                  Class Optimal Interest Distribution Amount for such Class for such
                  Distribution Date;

              


      

       

      
        	
                (F)  

              	
                to
                  the Class B-3 Certificates, an amount allocable to principal equal
                  to its
                  Pro Rata Share for such Distribution Date until the Class Certificate
                  Balance thereof is reduced to zero;

              


      

       

      
        	
                (G)  

              	
                to
                  the Class B-4 Certificates, an amount allocable to interest equal
                  to the
                  Class Optimal Interest Distribution Amount for such Class for such
                  Distribution Date;

              


      

       

      
        	
                (H)  

              	
                to
                  the Class B-4 Certificates, an amount allocable to principal equal
                  to its
                  Pro Rata Share for such Distribution Date until the Class Certificate
                  Balance thereof is reduced to zero;

              


      

       

      
        	
                (I)  

              	
                to
                  the Class B-5 Certificates, an amount allocable to interest equal
                  to the
                  Class Optimal Interest Distribution Amount for such Class for such
                  Distribution Date;

              


      

       

      
        	
                (J)  

              	
                to
                  the Class B-5 Certificates, an amount allocable to principal equal
                  to its
                  Pro Rata Share for such Distribution Date until the Class Certificate
                  Balance thereof is reduced to zero;

              


      

       

      
        	
                (K)  

              	
                to
                  the Class B-6 Certificates, an amount allocable to interest equal
                  to the
                  Class Optimal Interest Distribution Amount for such Class for such
                  Distribution Date; and

              


      

       

      
        	
                (L)  

              	
                to
                  the Class B-6 Certificates, an amount allocable to principal equal
                  to its
                  Pro Rata Share for such Distribution Date until the Class Certificate
                  Balance thereof is reduced to zero;

              


      

       

      (6)           to
        the Swap Account, any Swap Termination Payment due to the Swap Counterparty
        as
        the result of a Swap Counterparty Trigger Event; and

      


      (7)           to
        the Class A-R Certificates, any remaining funds; provided, that such amounts
        shall not include the $200 held in trust for the Class P-1 and Class P-2
        Certificates.

       

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

       

      On
        each
        Distribution Date, all amounts representing Hard Prepayment Charges and Soft
        Prepayment Charges received during the related Prepayment Period (and amounts
        paid by the Servicer for waiving them) will be distributed to the Holders
        of the
        Class P-1 and Class P-2 Certificates, respectively.  On the
        Distribution Date immediately following the expiration of the latest Prepayment
        Charge Period of the Mortgage Loans, the $200 held in trust for the Class
        P
        Certificates will be distributed $100 to the Class P-1 Certificates and $100
        to
        the Class P-2 Certificates.  On each Distribution Date, all amounts
        representing Late Payment Fees assessable during the related Prepayment Period
        (and amounts paid by the Servicer for waiving them less any such amounts
        not
        deposited into the Distribution Account by the preceding Distribution Account
        Deposit date plus any such amounts deposited into the Distribution Account
        with
        respect to prior Prepayment Periods) will be distributed to the Holders of
        the
        Class L Certificates.

       

      (b)  [reserved].

       

      (c)  On
        each
        Distribution Date on or prior to the Swap Contract Termination Date, following
        the deposits to the Swap Account pursuant to Section 4.02(a)(1), Section
        4.02(a)(2) and Section 4.02(a)(3) and the distributions described under Section
        4.02(a), the Supplemental Interest Trustee shall distribute amounts on deposit
        in the Swap Account in the following amounts and priority:

       

      (i)  to
        the
        Swap Counterparty, any Net Swap Payment payable to the Swap Counterparty
        with
        respect to such Distribution Date;

       

      (ii)  to
        the
        Swap Counterparty, any Swap Termination Payment payable to the Swap Counterparty
        with respect to such Distribution Date not due to a Swap Counterparty Trigger
        Event; and

       

      (iii)  to
        the
        Class of LIBOR Certificates, an amount allocable to interest equal to the
        Class
        Optimal Interest Distribution Amount for such Class for such Distribution
        Date
        (without reduction as provided in Section 4.02(d));

       

      (d)  On
        each
        Distribution Date, the amount referred to in clause (i) of the definition
        of
        Class Optimal Interest Distribution Amount for each Class of Certificates
        for
        such Distribution Date shall be reduced by (i) the related Class’ pro rata share
        of Net Prepayment Interest Shortfalls based on (x) with respect to a Class
        of
        Senior Certificates, the related Class Optimal Interest Distribution Amount
        and
        (y) with respect to a Class of Subordinated Certificates on and prior to
        the
        second Senior Termination Date, the related Assumed Interest Amount for such
        Distribution Date or after the second Senior Termination Date, the Class
        Optimal
        Interest Distribution Amount for such Distribution Date, in each case in
        the
        absence of such Net Prepayment Interest Shortfalls and (ii) the related Class’
Allocable Share of (A) with respect to each Mortgage Loan in the related
        Loan
        Group (or, after the Senior Credit Support Depletion Date, any Mortgage Loan)
        that became a Special Hazard Mortgage Loan during the calendar month preceding
        the month of such Distribution Date, the excess of one month’s interest at the
        Adjusted Net Mortgage Rate on the Stated Principal Balance of such Mortgage
        Loan
        as of the Due Date in such month over the amount of Liquidation Proceeds
        applied
        as interest on such Mortgage Loan with respect to such month, (B) with respect
        to each Mortgage Loan that became subject to a Bankruptcy Loss during the
        calendar month preceding the month of such Distribution Date, the interest
        portion of the related Debt Service Reduction or Deficient Valuation, (C)
        each
        Relief Act Reduction for the Mortgage Loans in the related Loan Group (or,
        after
        the Senior Credit Support Depletion Date, any Mortgage Loan) incurred during
        the
        calendar month preceding the month of such Distribution Date and (D) with
        respect to each Mortgage Loan in the related Loan Group (or, after the Senior
        Credit Support Depletion Date, any Mortgage Loan) that became a Fraud Loan
        during the calendar month preceding the month of such Distribution Date,
        the
        excess of one month’s interest at the related Adjusted Net Mortgage Rate on the


       

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

       

      Stated
        Principal Balance of such Mortgage Loan as of the Due Date in such month
        over
        the amount of Liquidation Proceeds applied as interest on such Mortgage Loan
        with respect to such month.

       

      (e)  Notwithstanding
        the priority and allocation contained in Section 4.02(a)(5), if, with respect
        to
        any Class of Subordinated Certificates, on any Distribution Date the sum
        of the
        related Class Subordination Percentages of such Class and of all Classes
        of
        Subordinated Certificates that have a higher numerical Class designation
        than
        such Class (the “Applicable
        Credit Support
        Percentage”) is less than the Original Applicable Credit Support
        Percentage for such Class, no distribution of Principal Prepayments on the
        Mortgage Loans will be made to any such Classes (the “Restricted
        Classes”)
        and the amount of such Principal Prepayments otherwise distributable to the
        Restricted Classes shall be distributed to the Classes of Subordinated
        Certificates having lower numerical Class designations than such Class, pro
        rata, based on their respective Class Certificate Balances immediately prior
        to
        such Distribution Date and shall be distributed in the sequential order set
        forth in Section 4.02(a)(5).  Notwithstanding the foregoing, the Class
        of Subordinated Certificates then outstanding with the lowest numerical class
        designation shall not be a Restricted Class.

       

      (f)  If
        the
        amount of a Realized Loss on a Mortgage Loan in a Loan Group has been reduced
        by
        application of Subsequent Recoveries with respect to such Mortgage Loan,
        the
        amount of such Subsequent Recoveries will be applied sequentially, in the
        order
        of payment priority, to increase the Class Certificate Balance of each related
        Class of Certificates to which Realized Losses have been allocated, but in
        each
        case by not more than the amount of Realized Losses previously allocated
        to that
        Class of Certificates pursuant to Section 4.05.  Holders of such
        Certificates will not be entitled to any payment in respect of the Class
        Optimal
        Interest Distribution Amount on the amount of such increases for any Interest
        Accrual Period preceding the Distribution Date on which such increase
        occurs.  Any such increases shall be applied to the Certificate
        Balance of each Certificate of such Class in accordance with its respective
        Percentage Interest.

       

      (g)  On
        any
        Distribution Date on which the Swap Contract is not in effect, any Excess
        Interest shall be distributed by the Trustee to Deutsche Bank Securities
        Inc.,
        or its successors and assigns, on the related Distribution Date.

       

      Section
        4.03  Cross-Collateralization;
        Adjustments
        to Available Funds

       

      (a)  On
        each
        Distribution Date prior to the earlier of the Senior Credit Support Depletion
        Date and the second Senior Termination Date, but after a Senior Termination
        Date, the Trustee shall distribute the principal portion of Available Funds
        on
        the Mortgage Loans relating to such Senior Certificates that will have been
        paid
        in full, to the holders of the Senior Certificates of the other Certificate
        Groups, pro rata, based on their Class Certificate Balances, provided, however,
        that the Trustee shall not make such distribution on such Distribution Date
        if
        (a) the Aggregate Subordinated Percentage for such Distribution Date is greater
        than or equal to 200% of such Aggregate Subordinated Percentage as of the
        Closing Date and (b) the average Stated Principal Balance of the Mortgage
        Loans
        in each Loan Group delinquent 60 days or more over the last six months, as
        a
        percentage of the aggregate Class Certificate Balance of the Subordinated
        Certificates, is less than 50%.

       

      (b)  If
        on any
        Distribution Date the Class Certificate Balance and Component Balance of
        the
        Senior Certificates and Component in a Loan Group is greater than the aggregate
        Stated Principal Balance of the Mortgage Loans in such Loan Group (each,
        an
“Undercollateralized
        Group”), then the Trustee shall reduce the Available Funds of the
        other Loan Group(s) that are not undercollateralized (each, an “Overcollateralized
        Group”), as follows:

       

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

       

      (i)  to
        add to
        the Available Funds of the Undercollateralized Group an amount equal to the
        lesser of (a) one month’s interest on the Transfer Payment Received of the
        Undercollateralized Group at the Weighted Average Adjusted Net Mortgage Rate
        applicable to the Undercollateralized Group and (b) Available Funds of the
        Overcollateralized Group(s) remaining after making distributions to the
        Certificates of the Overcollateralized Group(s) on such Distribution Date
        pursuant to Section 4.02; and

       

      (ii)  to
        the
        Senior Certificates and Component of the Undercollateralized Group, to the
        extent of the principal portion of Available Funds of the Overcollateralized
        Group(s) remaining after making distributions to the Senior Certificates
        of the
        Overcollateralized Group(s) on such Distribution Date pursuant to Section
        4.02,
        until the Class Certificate Balance of the Senior Certificates and Component
        of
        such Undercollateralized Group equals the aggregate Stated Principal Balance
        of
        the Mortgage Loans in the related Loan Group.

       

      The
        portion of the payment received by the Undercollateralized Group allocable
        to
        principal is referred to as a “Transfer
        Payment
        Received.” The portion of the payment made by the
        Overcollateralized Group allocable to principal is referred to as a “Transfer
        Payment
        Made.”

       

      If
        more
        than one Overcollateralized Group exists on any Distribution Date, reductions
        in
        the Available Funds of such Overcollateralized Groups to make payments required
        to be made pursuant to this Section 4.03 on such Distribution Date shall
        be made
        pro rata, based on the amount of remaining Available Funds for each such
        Overcollateralized Group.  If more than one Undercollateralized Group
        exists on any Distribution Date, the payments required to be made pursuant
        to
        this Section 4.03 on such Distribution Date shall be made pro rata, based
        on the
        amount of payments to be made to the Undercollateralized Groups.

       

      Section
        4.04   [Reserved].

       

      Section
        4.05  Allocation
        of Realized
        Losses.

       

      (a)  On
        each
        Distribution Date, the Trustee shall allocate, based on information received
        from the Servicer, the total amount of Realized Losses with respect to each
        related Distribution Date.

       

      Realized
        Losses with respect to any Distribution Date shall be allocated as
        follows:

       

      (i)             [reserved];
        and

       

      (A)
        any
        Realized Loss on the Mortgage Loans in a Loan Group shall be allocated first
        to
        the Subordinated Certificates in reverse order of their respective numerical
        Class designations (beginning with the Class of Subordinated Certificates
        then
        outstanding with the highest numerical Class designation) until the respective
        Class Certificate Balance of each such Class is reduced to zero, and second
        to
        the Classes of Senior Certificates of the related Senior Certificate Group
        (other than the Notional Amount Certificates) as follows: (1) any Realized
        Losses on the Group 1 Mortgage Loans will be allocated, sequentially, to
        the
        Class 1-A-2 Certificates and the Class A-1-1 Component, in that order, until
        their respective Class Certificate Balance and Component Balance are reduced
        to
        zero; (2) any Realized Losses on the Group 2 Mortgage Loans will be allocated,
        sequentially, to the Class 2-A-2 Certificates and the Class A-1-2 Component,
        in
        that order, until their respective Class Certificate Balance and Component
        Balance are reduced to zero; and (3) any Realized Losses on the Group 3 Mortgage
        Loans will be allocated sequentially, to the Class 3-A-1 Certificates and
        Class
        A-1-3 Component, in that order, until their respective Class Certificate
        Balance
        and Component Balance are reduced to zero.

       

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

       

      (B)           [reserved].

       

      (b)  The
        Class
        Certificate Balance of the Class of Subordinated Certificates then outstanding
        with the highest numerical Class designation shall be reduced on each
        Distribution Date by the amount, if any, by which the aggregate Class
        Certificate Balance of all outstanding Classes of Certificates (after giving
        effect to the distribution of principal and the allocation of Realized Losses
        on
        such Distribution Date) exceeds the aggregate Stated Principal Balance of
        the
        Mortgage Loans as of the Due Date in the month of such Distribution Date
        (after
        giving effect to Principal Prepayments in the Prepayment Period related to
        such
        Due Date).

       

      (c)  Any
        Realized Loss allocated to a Class of Certificates or any reduction in the
        Class
        Certificate Balance or Component Balance of a Class of Certificates pursuant
        to
        Section 4.05(a) or (b) shall be allocated among the Certificates of such
        Class
        in proportion to their respective Certificate Balances or Component
        Balances.

       

      (d)  Any
        allocation of Realized Losses to a Certificate or any reduction in the
        Certificate Balance or Component Balance of a Certificate pursuant to Section
        4.05(a) or (b) shall be accomplished by reducing the Certificate Balance
        or
        Component Balance thereof immediately following the distributions made on
        the
        related Distribution Date in accordance with the definition of Certificate
        Balance.

       

      Section
        4.06  Monthly
        Statements to
        Certificateholders.

       

      (a)  Not
        later
        than each Distribution Date, the Trustee shall prepare and make available
        on its
        website at https://tss.sfs.db.com/investpublic to each Certificateholder,
        the
        Servicer and the Depositor a statement for the related distribution
        of:

       

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

       

      (ii)  the
        amount of funds received from the Servicer for the Distribution Date separately
        identifying amounts received in respect of the Mortgage Loans and the amount
        of
        Advances included in the distribution on the Distribution Date;

       

      (iii)  the
        Servicing Fee and the amounts of any additional servicing compensation received
        by the Servicer attributable to penalties, fees, Excess Proceeds or other
        similar charges or fees and items with respect to the Distribution Date,
        and,
        with respect to Lender PMI Loans, the interest premium charged the related
        borrower for primary mortgage guaranty insurance;

       

      (iv)  the
        Trustee Fee for the Distribution Date;

       

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

       

      (vi)  the
        aggregate amount on deposit in the Distribution Account, as of the beginning
        and
        end of the related Due Period;

       

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

       

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

       

      (viii)  the
        amount of the distribution allocable to interest, any Class Unpaid Interest
        Amounts included in the distribution and any remaining Class Unpaid Interest
        Amounts after giving effect to the distribution;

       

      (ix)  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;

       

      (x)  the
        aggregate amount of Realized Losses in each Loan Group and in the aggregate
        incurred and Subsequent Recoveries, if any, received during the preceding
        calendar month and aggregate Realized Losses through the Distribution
        Date;

       

      (xi)  the
        Class
        Certificate Balance of each Class of Certificates before and after giving
        effect
        to the distribution of principal on the Distribution Date;

       

      (xii)  the
        Pass-Through Rate for each Class of Certificates with respect to the
        Distribution Date;

       

      (xiii)  the
        number of Mortgage Loans in each Loan Group and in the aggregate and the
        aggregate Stated Principal Balance of the Mortgage Loans in each Loan Group
        and
        the Pool Stated Principal Balance as the first day of the related Due Period
        and
        the last day of the related Due Period;

       

      (xiv)  as
        of the
        last day of the related Due Period:

       

      
        	
                (A)  

              	
                the
                  weighted average Mortgage Rate of the Mortgage Loans in each Loan
                  Group
                  and in the aggregate, and

              


      

       

      
        	
                (B)  

              	
                the
                  weighted average remaining term to maturity of the Mortgage Loans
                  in each
                  Loan Group and in the aggregate;

              


      

       

      (xv)  the
        number and aggregate outstanding Stated Principal Balance of the Mortgage
        Loans
        in each Loan Group and in the aggregate 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,

              


      

       

      
        	
                (B)  

              	
                in
                  foreclosure and Delinquent (1) 30 to 59 days, (2) 60 to 89 days
                  and (3) 90
                  or more days and

              


      

       

      
        	
                 

              	
                (C)

              	
                that
                  were the subject of a Loan Modification during the preceding 12-month
                  period,

              


      

       

      in
        each
        case as of the close of business on the last day of the calendar month preceding
        the Distribution Date;

       

      (xvi)  for
        each
        Mortgage Loan that has been the subject of a Loan Modification since the
        Closing
        Date,

       

       

      
        
          
          

        

        
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                (A)  

              	
                the
                  modified Mortgage Rate and the Mortgage Rate as in effect at the
                  Cut-off
                  Date;

              


      

       

      (xvii)  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 each such month
        and
        (B) Delinquent sixty (60) days or more on the Due Date in each such
        month;

       

      (xviii)  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;

       

      (xix)  the
        total
        number and principal balance of any REO Properties in each Loan Group and
        in the
        aggregate (and market value, if available) as of the close of business on
        the
        Determination Date preceding the Distribution Date;

       

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

       

      (xxi)  the
        amount of Advances included in the distribution on the Determination Date
        and
        the aggregate amount of Advances outstanding as of the close of business
        on the
        Determination Date;

       

      (xxii)  the
        aggregate amount of Advances reimbursed during the related Due Period, the
        general source of funds for such reimbursements and the aggregate amount
        of
        Advances outstanding as of the close of business on the Determination
        Date;

       

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

       

      (xxiv)  the
        aggregate number and outstanding Stated Principal Balance of Mortgage Loans
        in
        each Loan Group and in the aggregate repurchased during the related Due Period
        due to material breaches of representations and warranties regarding such
        Mortgage Loans;

       

      (xxv)  each
        Senior Prepayment Percentage and Subordinated Prepayment Percentage for the
        Distribution Date;

       

      (xxvi)  each
        Senior Percentage and Subordinated Percentage for the Distribution
        Date;

       

      (xxvii)  [reserved];

       

      (xxviii)  Amounts
        due and received under the Swap Contract for the Distribution Date;

       

       

      
        
          
          

        

        
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      (xxix)  Hard
        Prepayment Charges, Soft Prepayment Charges and Late Payment Fees collected,
        waived, and paid by the Servicer;

       

      (xxx)  the
        aggregate Stated Principal Balance of the Mortgage Loans in each Loan Group
        and
        in the aggregate that became Liquidated Mortgage Loans in the prior month
        and
        since the Cut-off Date (in each case immediately prior to the Stated Principal
        Balance being reduced to zero);

       

      (xxxi)  the
        Stated Principal Balance of any Mortgage Loan that has been repurchased by
        the
        Servicer in accordance with Section 2.02, 2.03 or 3.12; and

       

      (xxxii)  the
        Stated Principal Balance of any Substitute Mortgage Loan provided by the
        Seller
        and the Stated Principal Balance of any Mortgage Loan that has been replaced
        by
        a Substitute Mortgage Loan in accordance with Section 2.03.

       

      (xxxiii)      the
        percentage (by Stated Principal Balance) and number of Mortgage Loans (in
        each
        Loan Group and in the aggregate) subject to a Loan Modification during the
        prior
        month, both in the aggregate and by modification type (interest-rate, conversion
        from an adjustable rate to a fixed rate, balloon extension or balloon reset
        modifications);

       

      
        (xxxiv)      the
          percentage (by Stated Principal Balance) and number of Mortgage Loans (in
          each
          Loan Group and in the aggregate) subject to a Loan Modification (x) since
          the
          Closing Date and (y) during the preceding 12-month period, in each case
          in both
          the aggregate and by modification type (interest-rate, conversion from
          an
          adjustable rate to a fixed rate, balloon extension or balloon reset
          modifications);

         

        (xxxv)       the
          percentage (by Stated Principal Balance) of Mortgage Loans (in each Loan
          Group
          and in the aggregate) subject to a Loan Modification for which the Mortgagor
          has
          made its cumulative Scheduled Payments for the 12-month period immediately
          following the date of the modification;

         

        (xxxvi)      the
          number and aggregate outstanding Stated Principal Balance of the Mortgage
          Loans
          subject to a Loan Modification since the Closing Date in each Loan Group
          and in
          the aggregate 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,

              


      

       

      
        	
                (B)  

              	
                in
                  foreclosure and Delinquent (1) 30 to 59 days, (2) 60 to 89 days
                  and (3) 90
                  or more days, and

              


      

       

      
        	
                (C)  

              	
                current;
                  and

              


      

       

      (xxxvii)  the
        aggregate amount of Capitalized Advances reimbursed to the Servicer (x) since
        the Closing Date and (y) in the prior month.

       

       

      
        
          
          

        

        
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      (b)  The
        Trustee's responsibility for disbursing the above information to the
        Certificateholders is limited to the availability, timeliness and accuracy
        of
        the information derived from the Servicer.

       

      (c)  By
        the
        Reporting 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 any other information on which the Servicer and the Trustee mutually
        agree.  The Servicer shall make available to the Rating Agencies on
        its website at http:///bondir.indymac.com/BondIR/investor/login monthly loan
        level information.  Such data at a minimum shall contain the fields
        referenced in Schedule V.

       

      (d)  On
        or
        before the fifth Business Day following the end of each Prepayment Period
        (but
        in no event later than the third Business Day prior to the related Distribution
        Date), the Servicer shall deliver to the Trustee (which delivery may be by
        electronic data transmission) a report in substantially the form set forth
        as
        Schedule V.

       

      (e)  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 set forth
        in
        clauses (a)(vii) and (a)(viii) of this Section 4.06 aggregated for such calendar
        year or applicable portion thereof during which such Person was a
        Certificateholder.  Such obligation of the Trustee shall be deemed to
        have been 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
        4.07  Determination
        of Pass-Through Rates
        for LIBOR Certificates.

       

      On
        each
        LIBOR Determination Date so long as the LIBOR Certificates are outstanding,
        the
        Trustee will determine LIBOR on the basis of the British Bankers’ Association
        (“BBA”)
“Interest
        Settlement Rate” for one-month deposits in U.S. dollars as found on Reuters Page
        LIBOR01 as of 11:00 a.m. London time on each LIBOR Determination
        Date.

       

      (a)  If
        LIBOR
        cannot be determined as provided in the first paragraph of this
        Section 4.07, the Trustee shall either (i) request each Reference Bank to
        inform the Trustee of the quotation offered by its principal London office
        for
        making one-month United States dollar deposits in leading banks in the London
        interbank market, as of 11:00 a.m. (London time) on such LIBOR Determination
        Date or (ii) in lieu of making any such request, rely on such Reference Bank
        quotations that appear at such time on the Reuters Page LIBOR01(as defined
        in
        the International Swap Dealers Association Inc. Code of Standard Wording,
        Assumptions and Provisions for Swaps, 1986 Edition), to the extent
        available.

       

      (b)  LIBOR
        for
        the next Interest Accrual Period for the LIBOR Certificates will be established
        by the Trustee on each LIBOR Determination Date as follows:

       

      (i)  If
        on any
        LIBOR Determination Date two or more Reference Banks provide such offered
        quotations, LIBOR for the next Interest  Accrual Period for the LIBOR
        Certificates shall be the arithmetic mean of such offered quotations (rounding
        such arithmetic mean upwards if necessary to the nearest whole multiple of
        1/32%).

       

      (ii)  If
        on any
        LIBOR Determination Date only one or none of the Reference Banks provides
        such
        offered quotations, LIBOR for the next Interest Accrual Period for the LIBOR
        Certificates shall be whichever is the higher of (i) LIBOR as determined
        on the
        previous LIBOR Determination Date or (ii) the Reserve Interest
        Rate.  The “Reserve Interest Rate” shall be the rate per annum which
        the Trustee determines to be either (i) the arithmetic mean (rounded upwards
        if
        necessary to the nearest whole multiple of 1/32%) of the one-month United
        States


       

       

      
        
          
          

        

        
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      dollar
        lending rates that New York City banks selected by the Trustee are quoting,
        on
        the relevant LIBOR Determination Date, to the principal London offices of
        at
        least two of the Reference Banks to which such quotations are, in the opinion
        of
        the Trustee, being so made, or (ii) in the event that the Trustee can determine
        no such arithmetic mean, the lowest one-month United States dollar lending
        rate
        which New York City banks selected by  the Trustee are quoting on such
        LIBOR Determination Date  to leading European banks.

       

      (iii)  If
        on any
        LIBOR Determination Date the Trustee is required but is unable to determine
        the
        Reserve Interest Rate in the manner provided in paragraph (b) above, LIBOR
        shall
        be LIBOR as determined on the preceding LIBOR Determination Date, or, in
        the
        case of the first LIBOR Determination Date, the Initial LIBOR Rate.

       

      (c)  Until
        all
        of the LIBOR 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 LIBOR 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 Trustee shall promptly appoint or cause to be appointed 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
        which is caused by circumstances beyond its reasonable control.

       

      (d)  The
        Pass-Through Rate for the LIBOR Certificates for each related Interest Accrual
        Period shall be determined by the Trustee on each LIBOR Determination Date
        so
        long as the LIBOR Certificates are outstanding on the basis of LIBOR and
        the
        respective formulae appearing in footnotes corresponding to the LIBOR
        Certificates in the table relating to the Certificates in the Preliminary
        Statement.

       

      (e)  In
        determining LIBOR, the Pass-Through Rate for the LIBOR Certificates, any
        Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
        conclusively rely and shall be protected in relying upon the offered quotations
        (whether written, oral or on the Dow Jones Markets) from the BBA designated
        banks, the Reference Banks or the New York City banks as to LIBOR, the Interest
        Settlement Rate or the Reserve Interest Rate, as appropriate, in effect from
        time to time.  The Trustee shall not have any liability or
        responsibility to any Person for (i) the Trustee’s selection of New York City
        banks for purposes of determining any Reserve Interest Rate or (ii) its
        inability, following a good-faith reasonable effort, to obtain such quotations
        from, the BBA designated banks, the Reference Banks or the New York City
        banks
        or to determine such arithmetic mean, all as provided for in this
        Section 4.07.

       

      (f)  The
        establishment of LIBOR and the Pass-Through Rate for the LIBOR 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.

       

      (g)  The
        Pass-Through Rate for the Interest Accrual Period for the first Distribution
        Date for the LIBOR Certificates is set forth in the applicable footnote under
        the heading “Master REMIC” in the Preliminary Statement.

       

      Section
        4.08  Supplemental
        Interest
        Trust.

       

      (a)           On
        the Closing Date, there is hereby established a separate trust (the “Supplemental
        Interest
        Trust”), the assets of which shall consist of the Supplemental
        Interest Trustee’s rights and 

       

       

      
        
          
          

        

        
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      obligations
        under the Swap Contract and that will be treated as a “grantor trust” for
        federal income tax purposes.  The Supplemental Interest Trust shall be
        maintained by the Supplemental Interest Trustee.

       

      


      
        
          
          

        

        
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      ARTICLE
        FIVE

       

      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
        the minimum denominations and aggregate denominations per Class set forth
        in the
        Preliminary Statement.  The Certificates shall be issuable (x) in the
        case of the Class B-4, Class B-5 and Class B-6 Certificates, in integral
        multiples of $1,000 in excess of their respective minimum denominations and
        (y)
        in the case of each other Class of Subordinated Certificates and the Senior
        Certificates (other than the Class A-R Certificates), in integral multiples
        of
        $1 in excess of its minimum denomination, except that one Certificate in
        each
        Class may be issued in a different amount which must exceed the applicable
        minimum denomination.

       

      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 (x) by wire transfer in
        immediately available funds to the account of such holder at a bank or other
        entity having appropriate facilities therefor, if such Holder has so notified
        the Trustee at least five Business Days before the related Record Date or
        (y) by
        check mailed by first class mail to such Certificateholder at the address
        of
        such holder appearing in the Certificate Register.

       

      The
        Trustee shall execute the Certificates by the 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 the Trustee, on a continuous basis with 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,
        authenticate, and deliver the Certificates that the Certificateholder making
        the
        exchange is entitled to receive.  A written instrument of


       

       

       

      
        
          
          

        

        
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      transfer
        in form satisfactory to the Trustee duly executed by the holder of a Certificate
        or his attorney duly authorized in writing shall accompany every Certificate
        presented or surrendered for registration of transfer or exchange.

       

      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 the Securities Act and such state securities laws.  If a
        transfer is to be made in reliance on an exemption from the Securities Act
        and
        such state securities laws, to assure compliance with the Securities Act
        and
        such state securities laws, the Certificateholder desiring to effect such
        transfer and such Certificateholder’s prospective transferee shall each certify
        to the Trustee in writing the facts surrounding the transfer in substantially
        the form set forth in Exhibit J (the “Transferor
        Certificate”) and deliver to the Trustee either (i) a letter in
        substantially the form of either Exhibit K (the “Investment
        Letter”) or
        Exhibit L (the “Rule
        144A Letter”) or
        (ii) 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 that Holder, 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 as 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 K or Exhibit L, and if the Certificate
        is a
        Residual Certificate, the requirement is satisfied only by the Trustee’s receipt
        of a representation letter from the transferee substantially in the form
        of
        Exhibit I), to the effect that (x) the transferee is not an employee benefit
        plan or arrangement subject to section 406 of ERISA or a plan 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 has been the subject of an
        ERISA-Qualifying Underwriting, a representation that the transferee is an
        insurance company that is purchasing such Certificate 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 Certificate satisfies the requirements for
        exemptive relief 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 

       

       

      
        
          
          

        

        
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      of
        Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be
        an
        expense of the Trustee, the Servicer or the Trust Fund, addressed to the
        Trustee
        and the Servicer, to the effect that the purchase and holding of such
        ERISA-Restricted Certificate will not result in a non-exempt 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, with respect to an ERISA-Restricted Certificate that
        is not
        a Residual Certificate, if the appropriate representation letter or Opinion
        of
        Counsel referred to in the preceding sentence is not furnished, the
        representation in clause (i) above, 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 the representation is violated, or
        any attempt is made to transfer to a plan or arrangement subject to section
        406
        of ERISA or a plan 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, without the Opinion of Counsel described above, the attempted
        transfer or acquisition shall be void.

       

      To
        the
        extent permitted under applicable law (including ERISA), the Trustee shall
        be
        under no liability 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.

       

      So
        long
        as the Swap Contract is in effect, no transfer of a LIBOR Certificate (other
        than a transfer of a LIBOR Certificate to an affiliate of the Depositor (either
        directly or through a nominee) in connection with the initial issuance of
        the
        Certificates) shall be made unless the Trustee shall have received either
        (i) a
        representation from the transferee of such LIBOR Certificate acceptable to
        and
        in form and substance satisfactory to the Trustee to the effect that such
        transferee is not a Plan, or (ii) a representation that the purchase and
        holding
        of the LIBOR Certificate satisfy the requirements for exemptive relief under
        PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or the service
        provider exemption provided by Section 408 (b)(17) of ERISA and Section 4975
        (d)(20) of the Code or a similar exemption.  In the event that such a
        representation letter is not delivered, one of the foregoing representations,
        as
        appropriate, shall be deemed to have been made by the transferee’s (including an
        initial acquiror’s) acceptance of the LIBOR Certificate.  In the event
        that such representation is violated, such transfer or acquisition shall
        be void
        and of no effect.

       

      So
        long
        as the Swap Contract is in effect, no transfer of a Class IO Interest shall
        be
        made unless the transferee of such Interest 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 IO Interest, the Trustee shall provide such tax
        certification form to the Supplemental Interest Trustee.  The
        Supplemental Interest Trustee shall provide such tax certification form to
        the
        Swap Counterparty.  Each Holder of a Class IO Interest and each
        transferee thereof shall be deemed to have consented to the Trustee and the
        Supplemental Interest Trustee, as applicable, forwarding to the Swap
        Counterparty any such tax certification form it has provided and updated
        in
        accordance with these transfer restrictions.  Any purported sales or
        transfers of any Class IO Interest to a transferee that does not comply with
        these requirements shall be deemed null and void under this
        Agreement.

       

      The
        Supplemental Interest Trustee and the Trustee shall not be liable for the
        content or truthfulness of any such tax certification provided to
        it.  The Supplemental Interest Trustee and the 

       

       

      
        
          
          

        

        
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      Trustee
        shall only be required to forward any tax certification received by it to
        the
        Swap Counterparty at the last known address provided to it, and shall not
        be
        liable for the receipt of such tax certification by the Swap Counterparty
        nor
        any failure of the Swap Counterparty to process such certification or to
        take
        any action as required under the Swap Contract or under applicable
        law.  The Supplemental Interest 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
        Counterparty.

       

      (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.

       

      (iii)  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 be under no liability 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 

       

       

      
        
          
          

        

        
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      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 set forth 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 any REMIC
        created under this Agreement 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 another Person.  Each Person holding or
        acquiring any Ownership Interest in a Residual Certificate hereby consents
        to
        any amendment of this Agreement which, 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 which
        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 Participants 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 Participants and persons shown on the
        books of such Indirect Participants 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, 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 

       

       

      
        
          
          

        

        
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      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 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 such 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, and any agent of the Servicer 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 or any agent of the Servicer 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 such 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 which
        such
        Certificateholders and/or Certificate Owners propose to transmit, or if the
        Depositor or Servicer shall request such information in writing from the
        Trustee, then the Trustee shall, within ten Business Days after the receipt
        of
        such request, provide the Depositor, the Servicer or such Certificateholders
        and/or Certificate Owners at such recipients’ expense the most recent list of
        the Certificateholders of such Trust Fund held by the Trustee.  The
        Depositor and every Certificateholder and/or Certificate Owner, 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 hereunder, regardless of the source from which such
        information was derived.

       

       

      
        
          
          

        

        
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      Section
        5.06  Maintenance
        of Office or
        Agency.

       

      The
        Certificate Registrar will maintain at its expense an office or offices or
        agency or agencies in the United States located at Deutsche Bank National
        Trust
        Company, c/o DB Services Tennessee, 648 Grassmere Park Rd., Nashville, TN
        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 Certificateholders and to the Trustee (if
        other than the Certificate Registrar) of any change in such location of any
        such
        office or agency.

       

       

      
        
          
          

        

        
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      ARTICLE
        SIX

       

      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 with this
        Agreement only to the extent of the obligations specifically and respectively
        imposed upon and undertaken by them in this Agreement.

       

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

       

      The
        Depositor and the Servicer will each keep in full effect their existence
        and
        their rights and franchises as a corporation and a federal savings bank,
        respectively, 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; provided, however, that the successor
        or
        surviving Person to the Servicer shall be qualified to sell mortgage loans
        to,
        and to service mortgage loans on behalf of, FNMA or FHLMC.

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Servicer, the Servicer shall provide (x) written notice to the Depositor
        of any
        successor pursuant to this Section and (y) in writing and in form and substance
        reasonably satisfactory to the Depositor, all information reasonably requested
        by the Depositor in order to comply with its reporting obligation under Item
        6.02 of Form 8-K with respect to a replacement Servicer.

       

      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
        under
        any liability to the Certificateholders for any action taken or for refraining
        from the taking of any action in good faith pursuant to this Agreement, or
        for
        errors in judgment; provided, however, that 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 which would otherwise
        be imposed by reasons of 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 and held harmless against 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 

       

       

      
        
          
          

        

        
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      Mortgage
        Loan or Mortgage Loans (except as any such loss, liability or expense shall
        be
        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
        obligations and 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 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.  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 and duties hereby imposed
        on it
        except (a) upon appointment of a successor servicer and receipt by the Trustee
        of a letter from each Rating Agency that such a resignation and appointment
        will
        not result in a downgrading, qualification or withdrawal of the rating of
        any of
        the Certificates or (b) upon determination that its duties under this Agreement
        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 such effect delivered to the
        Trustee.  No such resignation shall become effective until the Trustee
        or a successor servicer shall have assumed the Servicer’s responsibilities,
        duties, liabilities and obligations under this Agreement and the Depositor
        shall
        have received the information described in the following sentence.  As
        a condition to the effectiveness of any such resignation, at least 15 calendar
        days prior to the effective date of such resignation, the Servicer shall
        provide
        (x) written notice to the Depositor of any successor pursuant to this Section
        and (y) in writing and in form and substance reasonably satisfactory to the
        Depositor, all information reasonably requested by the Depositor in order
        to
        comply with its reporting obligation under Item 6.02 of Form 8-K with respect
        to
        the resignation of the Servicer.

       

       

      
        
          
          

        

        
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      ARTICLE
        SEVEN

       

      Default

       

      Section
        7.01  Events
        of
        Default.

       

      “Event
        of Default,”
wherever used in this Agreement, means any one of the following
        events:

       

      (a)  any
        failure by the Servicer to deposit in the Certificate Account or remit to
        the
        Trustee any payment required to be made by it under this Agreement, which
        failure continues unremedied for five days 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 (except with respect to a failure related to a Limited Exchange
        Act
        Reporting Obligation), which failure materially affects the rights of
        Certificateholders and continues unremedied for a period of 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 Delay 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 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
        occurs, then, and in each and every such case, so long as such Event of Default
        shall not have been remedied, the Trustee may, or at the direction of the
        Holders of Certificates of any Class evidencing not less than 66 2/3% of
        the
        Percentage Interests of the 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.  In addition, if during the period that the Depositor is
        required to file Exchange Act Reports with respect to the Trust Fund, the
        Servicer shall fail to observe or perform any of the obligations that constitute
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      Limited
        Exchange Act Reporting Obligation or the obligations set forth in Section
        3.17(a) or Section 11.07(a)(i) and (ii), and such failure continues for the
        lesser of 10 calendar days or such period in which the applicable Exchange
        Act
        Report can be filed timely (without taking into account any extensions),
        so long
        as such failure shall not have been remedied, the Trustee shall, but only
        at the
        direction of the Depositor, terminate all of the rights and obligations of
        the
        Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
        thereof, other than its rights as a Certificateholder hereunder.  The
        Depositor shall not be entitled to terminate the rights and obligations of
        the
        Servicer if a failure of the Servicer to identify a Subcontractor “participating
        in the servicing function” within the meaning of Item 1122 of Regulation AB was
        attributable solely to the role or functions of such Subcontractor with respect
        to mortgage loans other than the Mortgage Loans.

       

      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 subject to Section
        3.05,
        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
        which 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 under this Agreement, the
        Servicer shall be entitled to receive, out of any late collection of a Scheduled
        Payment on a Mortgage Loan which was due before the notice terminating such
        Servicer’s rights and obligations as Servicer hereunder and received after such
        notice, that portion thereof to which such Servicer would have been entitled
        pursuant to Sections 3.09(a)(i) through (viii), and any other amounts payable
        to
        such Servicer hereunder the entitlement to which arose before the termination
        of
        its activities hereunder.

       

      If
        the
        Servicer is terminated, the Trustee shall provide the Depositor in writing
        and
        in form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to a successor servicer
        in
        the event the Trustee should succeed to the duties of the Servicer as set
        forth
        herein.

       

      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 set forth or provided for herein and shall
        be
        subject to all the responsibilities, duties and liabilities 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,
        including, if the Servicer was receiving the Servicing Fee, the Servicing
        Fee.  Notwithstanding the foregoing, if the Trustee has become the
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      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 the appointment of which does not adversely affect
        the
        then current rating of the Certificates by each Rating Agency, as the successor
        to the Servicer hereunder in the assumption of all or any part of the
        responsibilities, duties or liabilities of the Servicer
        hereunder.  Any successor to the Servicer shall be an institution
        which is a FNMA and FHLMC approved seller/servicer in good standing, which
        has a
        net worth of at least $15,000,000, which is willing to service the Mortgage
        Loans and which executes and delivers to the Depositor and the Trustee an
        agreement accepting such delegation and assignment, containing an assumption
        by
        such Person of the rights, powers, duties, responsibilities, obligations
        and
        liabilities 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
        in
        effect immediately before such assignment and delegation will not be qualified
        or reduced as a result of such assignment and delegation.  Pending
        appointment of a successor to the Servicer hereunder, the Trustee shall act
        in
        such capacity as provided above, subject to section 3.03 and unless prohibited
        by law.  In connection with such appointment and assumption, the
        Trustee may make such arrangements for the compensation of such successor
        out of
        payments on Mortgage Loans as it and such successor shall agree; provided,
        however, that in no case shall the rate of such compensation exceed the
        Servicing Fee Rate.  The Trustee and such successor shall take such
        action, consistent with this Agreement, as shall be necessary to effectuate
        any
        such 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 or responsibilities
        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.

       

      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.

       

      Any
        successor to the Servicer as servicer shall give notice to the Mortgagors
        of
        such change of servicer 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 this Agreement.

       

      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 and to each Rating
        Agency.

       

       

      
        
          
          

        

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

       

       

      
        
          
          

        

        
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      ARTICLE
        EIGHT

       

      Concerning
        the Trustee

       

      Section
        8.01  Duties
        of the
        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 such duties as are specifically set forth in this
        Agreement.  In case 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.  The Trustee shall not be responsible for the
        accuracy or content of any such 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; provided, however, that, 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 and obligations 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 which 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
        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.  As long as any
        Voting Rights are held by parties other than the Seller, its Affiliates,
        or its
        agents, as the Seller shall certify to the Trustee upon any entity obtaining
        such ownership, Voting Rights of Certificates held by the Seller, its Affiliates
        or its agents will be excluded from participating in such voting arrangements,
        and excluded from determining the 25% threshold.

       

      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


       

       

      
        
          
          

        

        
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      believed
        by it to be genuine and to have been signed or presented by the proper party
        or
        parties and the Trustee shall have no 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 Holders of Certificates evidencing
        not
        less than 25% of the Voting Rights allocated to each Class of Certificates;
        provided, however, that no Certificates held by the Seller, the Depositor
        or any
        Affiliate shall be given effect for the purpose of calculating any such
        aggregation of Voting Rights;

       

      (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 until
        a
        Responsible Officer of the Trustee shall have received written notice
        thereof;

       

      (i)  the
        Trustee shall be under no obligation to exercise any of the trusts, rights
        or
        powers vested in it by this Agreement or to institute, conduct or defend
        any
        litigation hereunder or in relation hereto at the request, order or direction
        of
        any of the Certificateholders, pursuant to this Agreement, unless such
        Certificateholders shall have offered to the Trustee reasonable security
        or
        indemnity satisfactory to the Trustee against the costs, expenses and
        liabilities which may be incurred therein or thereby;

       

      (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 Investment; and

       

      (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.

       

       

      
        
          
          

        

        
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      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
        assumes no responsibility for their correctness.  The Trustee makes no
        representations as to the validity or sufficiency of this Agreement or of
        the
        Certificates or of any Mortgage Loan or related document 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 makes no representations as to the
        validity or sufficiency of this Agreement or of the Certificates or of any
        Mortgage Loan or related document or of MERS or the MERS® System other than with
        respect to the Trustee’s execution and counter-signature of the
        Certificates.

       

      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, on each Distribution
        Date
        the Trustee may withdraw from the Distribution Account the Trustee Fee for
        that
        Distribution Date.  The Trustee and any director, officer, employee,
        or agent of the Trustee shall be indemnified by the Servicer 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 (a) this Agreement,
        (b)
        the Certificates, or (c) 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 hereunder or incurred by reason of any action of the Trustee
        taken at the direction of the Certificateholders 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 

       

       

      
        
          
          

        

        
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      Depositor
        and the Trustee, and except for any expense, disbursement, or advance arising
        from the Trustee’s negligence, bad faith, or willful misconduct, the Servicer
        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

       

      (A)  the
        reasonable compensation, expenses, and disbursements of its counsel not
        associated with the closing of the issuance of the Certificates,
        and

       

      (B)  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, Supplemental Interest
        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 which
        would
        not cause either of the Rating Agencies to reduce their respective then current
        ratings of the Certificates (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 set forth in its
        most
        recent report of condition so published.  In case at any time the
        Trustee shall cease 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 entity serving as Trustee may have normal banking
        and trust relationships with the Depositor and its affiliates or the Servicer
        and its affiliates; provided, however, that such entity cannot be an affiliate
        of the Seller, the Depositor or the Servicer other than the Trustee in its
        role
        as successor to the Servicer.

       

      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, and
        each
        Rating Agency not less than 60 days before the date specified in such notice,
        when, subject to Section 8.08, such resignation is to take effect, and
        acceptance by a successor trustee in accordance with Section 8.08 meeting
        the
        qualifications set forth in Section 8.06.  If no successor trustee
        meeting such qualifications shall have been so appointed and have accepted
        appointment within 30 days after the giving of such notice or resignation,
        the
        resigning Trustee may petition any court of competent jurisdiction for the
        appointment of a successor trustee.

       

      As
        a
        condition to the effectiveness of any such resignation, at least 15 calendar
        days prior to the effective date of such resignation, the Trustee shall provide
        (x) written notice to the Depositor of any successor pursuant to this Section
        and (y) in writing and in form and substance reasonably satisfactory to the
        Depositor, all information reasonably requested by the Depositor in order
        to
        comply with its reporting obligation under Item 6.02 of Form 8-K with respect
        to
        the resignation of the Trustee.

       

       

      
        
          
          

        

        
          101

          
            

          

        

        
          
          

        

      

       

       

      If
        at any
        time (i) 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,
        (ii)
        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, (iii)(A) a tax is imposed with respect to the Trust Fund by
        any
        state in which the Trustee or the Trust Fund is located, (B) the imposition
        of
        such tax would be avoided by the appointment of a different trustee and (C)
        the
        Trustee has not paid such tax, or (iv) during the period which the Depositor
        is
        required to file Exchange Act Reports with respect to the Trust Fund, the
        Trustee fails to comply with its obligations under the last sentence of Section
        7.01, the preceding paragraph, Section 8.09 or Article 11 and such failure
        is
        not remedied within the lesser of 10 calendar days or such period in which
        the
        applicable Exchange Act Report can be filed timely (without taking into account
        any extensions), then, in the case of clauses (i) through (iii), then the
        Depositor or the Servicer, or in the case of clause (iv), the Depositor,
        may
        remove the Trustee and appoint a successor trustee 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
        Holders of Certificates 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 such Holders or their attorneys-in-fact
        duly authorized, one complete set of which shall be delivered by the successor
        Trustee to the Servicer, one complete set to the Trustee so removed, one
        complete set to the successor so appointed and one complete set to the
        Depositor, together with a written description of the basis for such
        removal.  As long as any Voting Rights are held by parties other than
        the Seller, its Affiliates, or its agents, Voting Rights of Certificates
        held by
        the Seller, its Affiliates or its agents as the Seller shall certify to the
        Trustee upon any such entity obtaining such ownership will be excluded from
        participating in such voting arrangements, and excluded from determining
        the 51%
        threshold.  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 and to its predecessor trustee and
        the
        Servicer an instrument accepting such appointment hereunder and thereupon
        the
        resignation or removal of the predecessor trustee shall become effective
        and
        such successor trustee, without any further act, deed or conveyance, shall
        become fully vested with all the rights, powers, duties 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 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, powers, duties, 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 and has provided to the Depositor in writing and
        in
        form and substance reasonably satisfactory to the Depositor, all information
        reasonably requested by the Depositor in order to comply with its reporting
        obligation under Item 6.02 of Form 8-K with respect to a replacement
        Trustee.

       

       

      
        
          
          

        

        
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      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
        hereunder to all Holders of Certificates.  If the Depositor fails to
        mail such notice within 10 days after acceptance of appointment by the successor
        trustee, the successor trustee shall cause such 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, provided that such corporation shall be 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.

       

      As
        a
        condition to the effectiveness of any merger or consolidation, at least 15
        calendar days prior to the effective date of any merger or consolidation
        of the
        Trustee, the Trustee shall provide (x) written notice to the Depositor of
        any
        successor pursuant to this Section and (y) in writing and in form and substance
        reasonably satisfactory to the Depositor, all information reasonably requested
        by the Depositor in order to comply with its reporting obligation under Item
        6.02 of Form 8-K with respect to a replacement Trustee.

       

      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 such Person or Persons, 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 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,
        powers, duties 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, powers, duties and obligations (including the holding
        of title to the applicable Trust Fund or any portion thereof in any such
        

       

       

      
        
          
          

        

        
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      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 one or more REMIC elections
        pertaining to the Trust Fund is to be made, as set forth 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 each REMIC created under this Agreement and that
        in
        such capacity it shall:

       

      (a)  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) with respect to each REMIC created hereunder 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 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;

       

      (b)  within
        thirty 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


       

       

      
        
          
          

        

        
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      additional
        information as may be required by such Form, and update such information
        at the
        time or times in the manner required by the Code;

       

      (c)  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);

       

      (d)  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 calculations of any original issue discount and of taxable
        income
        or net loss to the holders of the residual interests in each REMIC created
        hereunder using the Prepayment Assumption (as defined in the Prospectus
        Supplement). For purposes of calculating taxable income or net loss to the
        holders of the residual interests in each such REMIC, the Trustee also shall
        assume that the indices in respect of any adjustable rate Mortgage Loans
        are
        static until the liquidation or purchase of the Mortgage Loans in accordance
        with Section 9.01;

       

      (e)  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 Person that is not
        a
        Permitted Transferee, or a pass-through entity in which a Person that is
        not a
        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);

       

      (f)  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
        as any REMIC created under this Agreement under the REMIC
        Provisions;

       

      (g)  not
        knowingly or intentionally take any action or omit to take any action that
        would
        cause the termination of the REMIC status of any REMIC created under this
        Agreement;

       

      (h)  pay,
        from
        the sources specified in the third 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 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);

       

      (i)  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;

       

      (j)  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; and

       

      (k)  as
        and
        when necessary and appropriate, represent each 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 such REMIC, enter into
        settlement agreements with any governmental taxing agency, extend any statute
        of
        limitations relating to any tax item of such REMIC, and otherwise act on
        behalf
        of such REMIC in relation to any tax matter or controversy involving
        it.

       

       

      
        
          
          

        

        
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      To
        enable
        the Trustee to perform its duties under this Agreement, the Depositor shall
        provide to the Trustee within ten 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.  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” (as defined in section 860F(a)(2) of
        the Code) of any REMIC created under this Agreement, 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
        hereunder 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 any such 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
        any such tax arises out of or results from the Seller’s obligation to repurchase
        a Mortgage Loan pursuant to Section 2.02 or 2.03, 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
        Supplemental Interest Trustee shall deliver or cause to be delivered to the
        Swap
        Counterparty an IRS Form W-9 that is correct, complete and duly executed
        by the
        holder of the Class IO Interest no later than the first payment date under
        the
        Swap Contract, and, if requested by the Swap Counterparty, an applicable
        IRS
        Form W-8IMY in respect of the Supplemental Interest Trust..

       

      The
        Trustee shall treat the Supplemental Interest Trust as an outside reserve
        fund
        within the meaning of Treasury Regulation 1.860G-2(h) and as a disregarded
        entity within the meaning of Treasury Regulation 301.7701-3(c)(2), in each
        case,
        that is owned by the holder of the Class IO Interest.  The
        Supplemental Interest Trust shall not be an asset of any REMIC created under
        this Agreement.  The Trustee shall treat the rights of the Holders of
        the LIBOR Certificates to receive payments from the Supplemental Interest
        Trust
        as rights in an interest rate cap contract written by the holder of the Class
        IO
        Interest and shall treat the Class IO Interest as having entered into an
        interest rate swap agreement with the Swap Counterparty.  The Trustee
        shall allocate tax basis to the foregoing assets.  The Trustee shall
        treat the rights of the Holders of the LIBOR Certificates and of the Class
        IO
        Interest to receive payments from the Supplemental Interest Trust, and the
        obligation of the Class IO Interest to make payments to the Swap Counterparty,
        based on the information provided to the Trustee by the underwriter as soon
        as
        practicable after the Closing Date.  Thus, the LIBOR Certificates and
        the Class IO Interest shall be treated as representing ownership of not only
        a
        Master REMIC regular interest, but also ownership of an interest in a notional
        principal contract.

       

      In
        the
        event that the beneficial interest in the Supplemental Interest Trust is
        held by
        a single owner for federal income tax purposes, neither the Trustee nor the
        Supplemental Interest Trustee shall be responsible for any entity level tax
        reporting for the Supplemental Interest Trust.  To the extent that the
        Supplemental Interest Trust is determined to be a separate legal entity from
        the
        Supplemental Interest 

       

       

      
        
          
          

        

        
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      Trustee,
        any obligation of the Supplemental Interest Trustee under the Swap Contract
        shall be deemed to be an obligation of the Supplemental Interest
        Trust.

       

      The
        Trustee shall file or cause to be filed with the Internal Revenue Service,
        Form
        1041 or such other form as may be applicable, and shall furnish or cause
        to be
        furnished such forms to the Holders of the Class L Certificates, in the time
        or
        times and in the manner required by the Code.

       

      ARTICLE
        NINE

       

      Termination

       

      Section
        9.01  Termination
        upon Liquidation or
        Purchase of the Mortgage Loans.

       

      Subject
        to Section 9.03, the obligations and responsibilities of the Depositor, the
        Servicer, and the Trustee created hereby shall terminate upon the earlier
        of

       

      (a)  the
        purchase by the Servicer of all Mortgage Loans (and REO Properties) at the
        price
        equal to the sum of

       

      (i)  100%
        of
        the Stated Principal Balance of each Mortgage Loan (other than in respect
        of a
        Delinquent Mortgage Loan or REO Property) plus one month’s accrued interest
        thereon at the applicable Adjusted Mortgage Rate less any amounts collected
        by
        the Servicer representing principal and interest due after the related Due
        Date,

       

      (ii)  the
        lesser of (x) the appraised value of any Delinquent Mortgage Loan or 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 such Delinquent Mortgage Loan
        or
        Mortgage Loan related to such REO Property, in each case plus accrued and
        unpaid
        interest thereon at the applicable 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, and

       

      (iv)       any
        Swap Termination Payment owed to the Swap Counterparty, and

       

      (b)  the
        later
        of

       

      (i)  the
        maturity or other liquidation (or any Advance with respect thereto) of the
        last
        Mortgage Loan 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 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 of this
        Agreement.

       

      The
        right
        to purchase all Mortgage Loans and REO Properties pursuant to clause (a)
        above
        shall be conditioned upon the aggregate Stated Principal Balance of those
        Mortgage Loans, at the time of any such repurchase, aggregating less than
        ten
        percent (10%) of the aggregate Stated Principal Balance of the Mortgage Loans
        as
        of the Cut-off Date.  The first Distribution Date on which the right
        to purchase all Mortgage Loans and REO Properties pursuant to clause (a)
        above
        first becomes exercisable is referred to 

       

       

      
        
          
          

        

        
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      as
        the
“Optional
        Termination
        Date.”  The Servicer shall effect any such repurchase by
        depositing the purchase price, as calculated above, as of the month preceding
        the date on which such purchase price shall be distributed to Certificateholders
        into the Certificate Account.  With such repurchase, the Servicer
        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.

       

      The
        Grantor Trust with respect to the Late Payment Fees shall terminate
        automatically upon termination of the Trust Fund.

       

      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
        Servicer elects to terminate the Trust Fund pursuant to clause (a) of Section
        9.01, no later than the 15th
        day of the month
        preceding the month of the final Distribution Date the Servicer shall notify
        the
        Depositor and the Trustee of the date the Servicer 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 15th day and not later
        than
        the last 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 at the time such notice is given to
        Certificateholders.

       

      If
        this
        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 Servicer
        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 set forth 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,
        its Certificate Balance plus for each such Class accrued interest thereon
        in the
        case of an interest-bearing Certificate and (ii) as to the 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.  Notwithstanding the reduction of the Certificate Balance
        of any Class of Certificates to zero, such Class will be outstanding hereunder
        solely for the purpose of receiving distributions and for no other purpose
        until
        the termination of the respective obligations and responsibilities of the
        Depositor, the Servicer and the Trustee hereunder in accordance with Article
        Nine.  The foregoing provisions are intended to distribute to each
        Class of Regular Certificates any accrued and unpaid interest and principal
        to
        which they are entitled based on the 

       

       

      
        
          
          

        

        
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      Pass-Through
        Rates and actual Class Certificate Balances set forth in the Preliminary
        Statement upon liquidation of the Trust Fund.

       

      If
        any
        affected Certificateholder does not surrender its Certificates for cancellation
        within six 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 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 which remain a part
        of
        the Trust Fund.  If within one year after the second notice all
        Certificates shall not have been surrendered for cancellation, then the
        Class A-R Certificateholders shall be entitled to all unclaimed funds and
        other assets of the Trust Fund which remain subject hereto.

       

      Section
        9.03  Additional
        Termination
        Requirements.

       

      (a)  If
        the
        Servicer 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 has been supplied
        with
        an Opinion of Counsel, at the expense of the Servicer, 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:

       

      (b)  The
        Trustee shall sell all of the assets of the Trust Fund to the Servicer, and,
        within 90 days of such sale, shall distribute to the Certificateholders the
        proceeds of such sale in complete liquidation of each REMIC created under
        this
        Agreement.

       

      (c)  The
        Trustee shall attach a statement to the final federal income tax return for
        each
        REMIC created under this Agreement stating that pursuant to Treasury Regulation
        § 1.860F-1, the first day of the 90-day liquidation period for such REMIC was
        the date on which the Trustee sold the assets of the Trust Fund to the
        Servicer.

       

      Section
        9.04  Termination
        of the Supplemental
        Interest Trust.

       

      The
        Supplemental Interest Trust shall terminate on the earlier of (i) the Swap
        Contract Termination Date and (ii) the termination of this
        Agreement.

       

       

      
        
          
          

        

        
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      ARTICLE
        TEN

       

      Miscellaneous
        Provisions

       

      Section
        10.01  Amendment.

       

      This
        Agreement may be amended from time to time by the Depositor, the Servicer
        and
        the Trustee without the consent of any of the Certificateholders (i) to cure
        any
        ambiguity or mistake, (ii) to correct any defective provision in this Agreement
        or to supplement any provision in this Agreement which may be inconsistent
        with
        any other provision in this Agreement, (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 Commission from time to time, (vi) to add any other
        provisions with respect to matters or questions arising under this Agreement,
        or
        (vii) to modify, alter, amend, add to, or rescind any of the terms or provisions
        contained in this Agreement.

       

      No
        action
        pursuant to clauses (v), (vi) or (vii) above may, as evidenced by an Opinion
        of
        Counsel (which Opinion of Counsel shall not be an expense of the Trustee
        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, qualification or
        withdrawal of the respective ratings then assigned to the
        Certificates.  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.

       

      The
        Trustee, the Depositor, and the Servicer also may at any time and from time
        to
        time amend this Agreement without the consent of the Certificateholders to
        modify, eliminate or add to any of its provisions to the extent necessary
        or
        helpful to (i) maintain the qualification of any REMIC created under this
        Agreement as a REMIC 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, which opinion shall be an
        expense of the party requesting such opinion but in any case shall not be
        an
        expense of the Trustee or the Trust Fund, to the effect that the action is
        necessary or helpful for one of the foregoing purposes.

       

      This
        Agreement may also be amended from time to time by the Depositor, the Servicer,
        and the Trustee with the consent of the Holders of Certificates evidencing
        Percentage Interests aggregating not less than 51% of each Class of Certificates
        adversely 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.  As long as any Voting Rights are held by parties other
        than the Seller, its Affiliates, or its agents, as the Seller shall certify
        to
        the Trustee upon any such entity obtaining such ownership, Voting Rights
        of
        Certificates held by the Seller, its Affiliates or its agents will be excluded
        from participating in such voting arrangements, and excluded from determining
        the 51% threshold.  No amendment shall

       

       (i)           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 such
        Certificate,

       

       

      
        
          
          

        

        
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      (ii)           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 66
        2/3%
        (provided, however, that no Certificates held by the Seller, the Depositor
        or
        any Affiliate thereby shall be given effect for the purpose of calculating
        any
        such aggregation of Percentage Interests), or

       

      (iii)           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, the Trustee shall not consent to
        any
        amendment to this Agreement unless (i) it shall have first received an Opinion
        of Counsel, which opinion shall not be an expense of the Trustee or the Trust
        Fund, to the effect that such amendment will not cause the imposition of
        any tax
        on any REMIC created under this Agreement or the Certificateholders or cause
        any
        REMIC created hereunder 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 contrary provision of this Agreement, no amendment shall adversely affect
        in
        any material respect the Swap Counterparty without the prior written consent
        of
        the Swap Counterparty, which consent shall not be unreasonably
        withheld.

       

      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 such 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 such consent shall approve the substance thereof.  The
        manner of obtaining such consents and of evidencing the authorization of
        the
        execution thereof 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 not be an expense of
        the
        Trustee or the Trust Fund), satisfactory to the Trustee that (i) such amendment
        is permitted and is not prohibited by this Agreement and that all requirements
        for amending this Agreement have been complied with; and (ii) either (A)
        the
        amendment does not adversely affect in any material respect the interests
        of any
        Certificateholder or (B) the conclusion set forth 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, such 

       

       

      
        
          
          

        

        
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      recordation
        to be effected by the Servicer at its expense, but only upon receipt of an
        Opinion of Counsel to the effect that such 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 deemed to be an original,
        and such counterparts shall constitute but one and the same
        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 UCC 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 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 use its best efforts to promptly provide notice to each Rating
        Agency and the Swap Counterparty with respect to 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;
        and

       

       

      
        
          
          

        

        
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      5.  The
        final distribution to Certificateholders.

       

      In
        addition, the Trustee shall promptly furnish to each Rating Agency copies
        of the
        following:

       

      1.  Each
        report to Certificateholders described in Section 4.06;

       

      2.  Each
        annual statement as to compliance described in Section 3.17;

       

      3.  Each
        annual independent public accountants’ servicing report described in Section
        11.07; and

       

      4.  Any
        notice of a purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or
        3.11.

       

      (b)  All
        directions, demands and notices hereunder shall be in writing and shall be
        deemed to have been duly given when delivered to (a) in the case of the
        Depositor, IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena, California
        91101,
        Attention: Secondary Marketing Transaction Management; (b) in the case of
        the
        Servicer, IndyMac Bank, F.S.B., 888 East Walnut Street, Pasadena, California
        91101-7211, Attention: Secondary Marketing, Transaction Management or such
        other
        address as may be hereafter furnished to the Depositor and the Trustee by
        the
        Servicer in writing; (c) in the case of the Trustee to the Corporate Trust
        Office, Deutsche Bank National Trust Company, 1761 East St. Andrew Place,
        Santa
        Ana, California 92705-4934, Attention:  Trust Administration IN07D9,
        Series 2007-AR9, or such other address as the Trustee may hereafter furnish
        to
        the Depositor or Servicer ; (d) in the case of each of the Rating Agencies,
        the
        address specified therefor in the definition corresponding to the name of
        such
        Rating Agency; and (e) in the case of the Swap Counterparty, Deutsche Bank
        AG,
        New York Branch, 60 Wall Street, New York, NY 10005, or such other address
        as
        may be hereafter furnished by the Swap Counterparty.  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 covenants, agreements, provisions or terms of this Agreement
        shall be for any reason whatsoever held invalid, then such covenants,
        agreements, provisions or terms shall be deemed severable from the remaining
        covenants, agreements, provisions or terms 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 in this Agreement, except as provided
        in
        Section 6.02, this Agreement may not be assigned by the Servicer without
        the
        prior written consent of the Trustee 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 created by this Agreement, 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 created hereby, or otherwise affect the rights,
        obligations and liabilities of the parties to this Agreement or any of
        them.

       

      No
        Certificateholder shall have any right to vote (except as provided in this
        Agreement) or in any manner otherwise control the operation and management
        of
        the Trust Fund, or the obligations of the 

       

       

      
        
          
          

        

        
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      parties
        to this Agreement, nor shall anything herein set forth or contained in the
        terms
        of 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 under any liability to any third party because of any
        action taken by the parties to this Agreement pursuant to any provision of
        this
        Agreement.

       

      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 provided in this Agreement,
        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 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; it being understood and intended, and being
        expressly covenanted by each Certificateholder 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. As
        long
        as any Voting Rights are held by parties other than the Seller, its Affiliates,
        or its agents, Voting Rights of Certificates held by the Seller, its Affiliates
        or its agents as the Seller shall certify to the Trustee upon any entity
        obtaining such ownership, will be excluded from participating in such voting
        arrangements, and excluded from determining the 25% threshold.

       

      Section
        10.09  Inspection
        and Audit
        Rights.

       

      The
        Servicer agrees that, on reasonable prior notice, it will permit any
        representative of the Depositor or the Trustee during the Servicer’s normal
        business hours, to examine all the books of account, records, reports and
        other
        papers of the Servicer 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 party requesting such inspection; all other such
        expenses 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.

       

       

      
        
          
          

        

        
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      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 created by
        this
        Agreement is not authorized and has no power to:

       

      (1)           borrow
        money or issue debt;

       

      (2)           merge
        with another entity, reorganize, liquidate or sell assets;

       

      (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 hold any
        property or engage in any activity that would disqualify the Trust Fund from
        being a qualifying special purpose entity under generally accepted accounting
        principles.

       

      ARTICLE
        ELEVEN

       

      Exchange
        Act Reporting

       

      Section
        11.01  Filing
        Obligations.

       

      The
        Servicer, the Trustee and the Seller shall reasonably cooperate with the
        Depositor in connection with the satisfaction of the Depositor’s reporting
        requirements under the Exchange Act with respect to the Trust
        Fund.  In addition to the information specified below, if so requested
        by the Depositor for the purpose of satisfying its reporting obligation under
        the Exchange Act, the Servicer, the Trustee and the Seller shall provide
        the
        Depositor with (a) such information which is available to such Person without
        unreasonable effort or expense and within such timeframe as may be reasonably
        requested by the Depositor to comply with the Depositor’s reporting obligations
        under the Exchange Act and (b) to the extent such Person is a party (and
        the
        Depositor is not a party) to any agreement or amendment required to be filed,
        copies of such agreement or amendment in EDGAR-compatible form.

       

      Section
        11.02  Form
        10-D
        Filings.

       

      (a)  In
        accordance with the Exchange Act, unless no reporting obligation under the
        Exchange Act exists at such time with respect to the Trust Fund, the Trustee
        shall prepare for filing and file within 15 days after each Distribution
        Date
        (subject to permitted extensions under the Exchange Act) with the Commission
        with respect to the Trust Fund, a Form 10-D with copies of the Monthly Report
        and, to the extent delivered to the Trustee, no later than five calendar
        days
        following the Distribution Date, such other information identified by the
        Depositor or the Servicer, in writing, to be filed with the Commission (such
        

       

       

      
        
          
          

        

        
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      other
        information, the “Additional
        Designated
        Information”).  If the Depositor or Servicer directs
        that any Additional Designated Information is to be filed with any Form 10-D,
        the Depositor or Servicer, as the case may be, shall specify the Item on
        Form
        10-D to which such information is responsive and, with respect to any Exhibit
        to
        be filed on Form 10-D, the Exhibit number.  Any information to be
        filed on Form 10-D shall be delivered to the Trustee in EDGAR-compatible
        form or
        as otherwise agreed upon by the Trustee and the Depositor or the Servicer,
        as
        the case may be, at the Depositor’s expense, and any necessary conversion to
        EDGAR-compatible format will be at the Depositor’s expense.  At the
        reasonable request of, and in accordance with the reasonable directions of,
        the
        Depositor or the Servicer, subject to the two preceding sentences, the Trustee
        shall prepare for filing and file an amendment to any Form 10-D previously
        filed
        with the Commission with respect to the Trust Fund.  The Depositor
        shall sign the Form 10-D filed on behalf of the Trust Fund.

       

      The
        Trustee shall prepare each Form 10-D and, no later than five Business Days
        prior
        to the date on which such Form 10-D is required to be filed, deliver a copy
        of
        such Form 10-D 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-D.  The Trustee shall
        make any changes thereto requested by the Depositor and deliver the final
        Form
        10-D to the Depositor for signature no later than three Business Days prior
        to
        the date on which such Form 10-D must be filed by the Trustee in accordance
        with
        this Section 11.02.  The Depositor shall execute the final Form 10-D
        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 Form 10-D is required to be filed), with an original executed hard
        copy to follow by overnight courier.

       

      (b)  No
        later
        than each Distribution Date, any party responsible for providing Additional
        Designated Information shall notify the Depositor and the Trustee of any
        Form
        10-D Disclosure Item, together with a description of any such Form 10-D
        Disclosure Item in form and substance reasonably acceptable to the
        Depositor.  In addition to such information as the Servicer and the
        Trustee are obligated to provide pursuant to other provisions of this Agreement,
        if so requested by the Depositor, each of the Servicer and the Trustee shall
        provide such information which is available to the Servicer and the Trustee,
        as
        applicable, without unreasonable effort or expense regarding the performance
        or
        servicing of the Mortgage Loans (in the case of the Trustee, based on the
        information provided by the Servicer) as is reasonably required to facilitate
        preparation of distribution reports in accordance with Item 1121 of Regulation
        AB.  Such information shall be provided concurrently with the reports
        specified in Section 4.06(d) in the case of the Servicer and the Monthly
        Statement in the case of the Trustee, commencing with the first such report
        due
        not less than five Business Days following such request.

       

      (c)  The
        Trustee shall not have any responsibility to file any items (other than those
        generated by it) that have not been received in a format suitable (or readily
        convertible into a format suitable) for electronic filing via the EDGAR system
        and shall not have any responsibility to convert any such items to such format
        (other than those items generated by it or that are readily convertible to
        such
        format).  The Trustee shall have no liability to the
        Certificateholders, the Trust Fund, the Servicer or the Depositor with respect
        to any failure to properly prepare or file any of Form 10-D to the extent
        that
        such failure is not the result of any negligence, bad faith or willful
        misconduct on its part.  The Trustee will not have any duty to verify
        the accuracy or sufficiency of any information to be included in any Form
        10-D
        not provided by it.  The Trustee shall have no liability with respect
        to any failure to properly prepare and file such periodic reports resulting
        from
        or relating to the Trustee’s inability or failure to obtain any information not
        resulting from its own negligence or willful misconduct.

       

       

      
        
          
          

        

        
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      Section
        11.03  Form
        8-K
        Filings.

       

      The
        Servicer shall prepare and file on behalf of the Trust Fund any Form 8-K
        required by the Exchange Act.  Each Form 8-K must be signed by the
        Servicer.  Any reporting party identified on Exhibit T shall promptly
        notify the Depositor and the Servicer (if the notifying party is not the
        Servicer), but in no event later than one (1) Business Day after its occurrence,
        of any Reportable Event of which it has actual knowledge.  Each Person
        shall be deemed to have actual knowledge of any such event to the extent
        that it
        relates to such Person or any action or failure to act by such
        Person.

       

      Section
        11.04  Form
        10-K
        Filings.

       

      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 (or, in either case,
        such
        earlier date as may be required by the Exchange Act), the Trustee shall,
        subject
        to the provisions of this Section 11.04, file a Form 10-K, with respect to
        the
        Trust Fund.  The Trustee shall prepare and file on behalf of the Trust
        Fund a Form 10-K, in form and substance as required by the Exchange
        Act.  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 Section 11.04.  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 11.07,
        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, and an accountant’s report described under Section
        11.07.  Each Form 10-K shall also include any Sarbanes-Oxley
        Certification required to be included therewith, as described in Section
        11.05.

       

      If
        the
        Item 1119 Parties listed on Exhibit T have changed since the Closing Date,
        no
        later than March 1 of each year, the Depositor shall provide each of the
        Servicer and the Trustee via electronic mail (DBSEC.Notifications@db.com)
        with
        an updated Exhibit T setting forth the Item 1119 Parties.

       

      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 Q 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 Q 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
        (with a copy to the Depositor) 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 and 11.07, shall be delivered to the Trustee no later than (x) March
        1,
        2008 (with a 15-day cure period) and (y) unless and 

       

       

       

      
        
          
          

        

        
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      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.

       

      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).

       

      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 11.04 and Section 11.07 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 11.07.  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
        11.04 or Section 11.07 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
        11.07, 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, 11.07 or 11.04 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 11.07. 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 11.04 or (ii) any material misstatement or omission contained in
        any
        information provided by the Depositor.

       

      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 receive any information
        in a
        timely manner from the party responsible for delivery of such
        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 

       

       

      
        
          
          

        

        
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      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 11.04 shall not be reimbursable
        from the Trust Fund.

       

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

       

      To
        the
        extent that, following the Closing Date, the Depositor certifies that reports
        and certifications differing from those required under this Section 11.04
        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 11.04 in order to comply with such amended reporting
        requirements and such amendment of this Section 11.04.  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, 11.07
        and
        this Section 11.04 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.

       

      Section
        11.05  Sarbanes-Oxley
        Certification.

       

      Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley
        Certification”) required by Rules 13a-14(d) and 15d-14(d) under
        the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
        and
        the rules and regulations of the Commission promulgated thereunder (including
        any interpretations thereof by the Commission’s staff)).  No later
        than March 15 of each year, beginning in 2008, the Servicer and the Trustee
        shall (unless such person is the Certifying Person), and the Servicer shall
        cause each Reporting Subcontractor and the Trustee shall cause each Reporting
        Subcontractor to, provide to the Person who signs the Sarbanes-Oxley
        Certification (the “Certifying
        Person”) a
        certification (each, a “Performance
        Certification”), in the form attached hereto as Exhibit R on which
        the Certifying Person, the entity for which the Certifying Person acts as
        an
        officer, and such entity’s officers, directors and Affiliates (collectively with
        the Certifying Person, “Certification
        Parties”) can reasonably rely.  The senior officer in
        charge of the servicing function of the Servicer shall serve as the Certifying
        Person on behalf of the Trust Fund.  Neither the Servicer nor the
        Depositor will request delivery of a certification under this clause unless
        the
        Trustee is required under the Exchange Act to file an annual report on Form
        10-K
        with respect to the Trust Fund.  In the event that prior to the filing
        date of the Form 10-K in March of each year, the Servicer or the Depositor
        has
        actual knowledge of information material to the Sarbanes-Oxley Certification,
        the Servicer or the Depositor, as the case may be, shall promptly notify
        the
        Servicer and the Trustee.  The respective parties hereto agree to
        cooperate with all reasonable requests made by any Certifying Person or
        Certification Party in connection with such Person’s attempt to conduct any due
        diligence that such Person reasonably believes to be appropriate in order
        to
        allow it to deliver any Sarbanes-Oxley Certification or portion thereof with
        respect to the Trust Fund.

       

       

      
        
          
          

        

        
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      Section
        11.06  Form
        15
        Filing.

       

      Prior
        to
        January 30 of the first year in which the Depositor is able to do so under
        applicable law, the Trustee on behalf of the Depositor shall file a Form
        15
        relating to the automatic suspension of reporting in respect of the Trust
        Fund
        under the Exchange Act.

       

      Section
        11.07  Report
        on Assessment of Compliance
        and Attestation.

       

      (a)  On
        or
        before March 15 of each calendar year, commencing in 2008, unless no reporting
        obligation under the Exchange Act exists at such time with respect to the
        Trust
        Fund:

       

      (i)  The
        Servicer shall deliver to the Trustee (with a copy to the Depositor) a report
        (in form and substance reasonably satisfactory to the Trustee) regarding
        the
        Servicer’s or the Trustee’s, as applicable, assessment of compliance with the
        Servicing Criteria during the immediately preceding calendar year, as required
        under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
        AB.  Such report shall be signed by an authorized officer of such
        Person and shall address each of the Servicing Criteria applicable to each
        party
        specified on a certification delivered to the Trustee substantially in the
        form
        of Exhibit S.  To the extent any of the Servicing Criteria are not
        applicable to such Person, with respect to asset-backed securities transactions
        taken as a whole involving such Person and that are backed by the same asset
        type backing the Certificates, such report shall include such a statement
        to
        that effect.  The Trustee and the Servicer, and each of their
        respective officers and directors shall be entitled to rely upon each such
        servicing criteria assessment.

       

      (ii)  The
        Servicer shall deliver to the Trustee, and the Trustee shall provide on its
        own
        behalf, a report of a registered public accounting firm reasonably acceptable
        to
        the Trustee that attests to, and reports on, the assessment of compliance
        made
        by Servicer or the Trustee, as applicable, and delivered pursuant to the
        preceding paragraphs.  Such attestation shall be in accordance with
        Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
        the
        Exchange Act, including, without limitation that in the event that an overall
        opinion cannot be expressed, such registered public accounting firm shall
        state
        in such report why it was unable to express such an opinion.  Such
        report must be available for general use and not contain restricted use
        language.  To the extent any of the Servicing Criteria are not
        applicable to such Person, with respect to asset-backed securities transactions
        taken as a whole involving such Person and that are backed by the same asset
        type backing the Certificates, such report shall include such a statement
        to
        that effect.

       

      (iii)  The
        Servicer shall cause each of its Reporting Subcontractor to deliver to the
        Trustee (with a copy to the Depositor) an assessment of compliance and
        accountant’s attestation as and when provided in paragraphs (a) and (b) of this
        Section 11.07.

       

      (iv)  The
        Trustee shall cause each of its Reporting Subcontractor to deliver to the
        Trustee and the Servicer (with a copy to the Depositor) an assessment of
        compliance and accountant’s attestation as and when provided in paragraphs (a)
        and (b) of this Section.

       

      (v)  The
        Servicer shall execute (and the Servicer shall cause each Reporting
        Subcontractor to execute) a reliance certificate to enable the Certification
        Parties to rely upon each (A) annual compliance statement provided pursuant
        to
        Section 3.17, (B) annual report on assessments of compliance with servicing
        criteria provided pursuant to this Section 11.07 and (C) accountant’s report
        provided pursuant to this Section 11.07 and shall include a certification
        that
        each such annual compliance statement or report discloses any deficiencies
        or
        defaults described 

       

       

      
        
          
          

        

        
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      to
        the
        registered public accountants of such Person to enable such accountants to
        render the certificates provided for in this Section 11.07.

       

      (vi)  The
        Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor
        to execute) a reliance certificate to enable the Certification Parties to
        rely
        upon each (A) annual report on assessments of compliance with servicing criteria
        provided pursuant to this Section 11.07 and (C) accountant’s report provided
        pursuant to this Section 11.07 and shall include a certification that each
        such
        report discloses any deficiencies or defaults described to the registered
        public
        accountants of such Person to enable such accountants to render the certificates
        provided for in this Section 11.07.

       

      (b)  In
        the
        event the Servicer, the Trustee or Reporting Subcontractor is terminated
        or
        resigns during the term of this Agreement, such Person shall provide documents
        and information required by this Section 11.07 with respect to the period
        of
        time it was subject to this Agreement or provided services with respect to
        the
        Trust Fund, the Certificates or the Mortgage Loans.

       

      (c)  An
        assessment of compliance provided by a Subcontractor pursuant to Section
        11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria
        other than those specified by the Servicer or the Trustee, as applicable,
        pursuant to Section 11.07(a)(i).

       

      Section
        11.08  Use
        of
        Subcontractors.

       

      (a)  [Reserved].

       

      (b)  It
        shall
        not be necessary for the Servicer or the Trustee to seek the consent of the
        Depositor or any other party hereto to the utilization of any
        Subcontractor.  The Servicer or the Trustee, as applicable, shall
        promptly upon request provide to the Trustee and the Depositor (or any designee
        of the Depositor, such as the Servicer or administrator) a written description
        (in form and substance satisfactory to the Depositor) of the role and function
        of each Subcontractor utilized by such Person, specifying (i) the identity
        of
        each such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
        Regulation AB, and (iii) which elements of the Servicing Criteria will be
        addressed in assessments of compliance provided by each Subcontractor identified
        pursuant to clause (ii) of this paragraph.

       

      As
        a
        condition to the utilization of any Subcontractor determined to be a Reporting
        Subcontractor, the Servicer or the Trustee, as applicable, shall cause any
        such
        Subcontractor used by such Person for the benefit of the Depositor to comply
        with the provisions of Sections 11.07 and 11.09 of this Agreement to the
        same
        extent as if such Subcontractor were the Servicer  (except with
        respect to the Servicer’s duties with respect to preparing and filing any
        Exchange Act Reports or as the Certifying Person) or the Trustee, as
        applicable.  The Servicer or the Trustee, as applicable, shall be
        responsible for obtaining from each Subcontractor and delivering to the Trustee
        and the Servicer, any assessment of compliance and attestation required to
        be
        delivered by such Subcontractor under Section 11.05 and Section 11.07, in
        each
        case as and when required to be delivered.

       

      Section
        11.09  Amendments.

       

      In
        the
        event the parties to this Agreement desire to further clarify or amend any
        provision of this Article 11, this Agreement shall be amended to reflect
        the new
        agreement between the parties covering matters in this Article 11 pursuant
        to
        Section 10.01, which amendment shall not require any Opinion of Counsel or
        Rating Agency confirmations or the consent of any
        Certificateholder.

       

       

      
        
          
          

        

        
          121

          
            

          

        

        
          
          

        

      

       

       

      If,
        during the period that the Depositor is required to file Exchange Act Reports
        with respect to the Trust Fund, the Servicer is no longer an Affiliate of
        the
        Depositor, the Depositor shall assume the obligations and responsibilities
        of
        the Servicer in this Article 11 with respect to the preparation and filing
        of
        the Exchange Act Reports and/or acting as the Certifying Person, if the
        Depositor has received indemnity from such successor Servicer satisfactory
        to
        the Depositor, and such Servicer has agreed to provide a Sarbanes-Oxley
        Certification to the Depositor substantially in the form of Exhibit
        U.

       

      *  *  *  *  *  *

       

       

      
        
          
          

        

        
          122

          
            

          

        

        
          
          

        

      

       

       

       

      IN
        WITNESS WHEREOF, the Depositor, the Trustee, the Supplemental Interest 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
                  MBS, Inc.

                     
                  as Depositor

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Jill
                Jacobson	 
	 	 	Name: 
Jill
                Jacobson	 
	 	 	Title:  
 Vice
                President	 
	 	 	 	 


      

       

      
        
          	 	
                  
                    Deutsche
                      Bank National Trust Company,

                         
                      as Trustee and Supplemental Interest Trustee

                  

                	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ Jennifer
                  Hermansader	 
	 	 	Name: 
Jennifer
                  Hermansader	 
	 	 	Title:    Associate	 
	 	 	 	 


        

        
           

          
            	
                  	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Marion
                    Hogan	 
	 	 	Name: 
Marion
                    Hogan	 
	 	 	Title:    Associate	 
	 	 	 	 


            
               

            

          

          
            	 	
                    
                      IndyMac
                        Bank, F.S.B.

                           
                        as Seller and Servicer

                    

                  	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Jill
                    Jacobson	 
	 	 	Name: 
Jill
                    Jacobson	 
	 	 	Title:  
 Vice
                    President	 
	 	 	 	 


          

           

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              
	 	
                :  ss.:

              
	
                COUNTY
                  OF Los Angeles

              	
                )

              
	 	 


      

      On
        this 26th day of December, 2007, before me, personally appeared Jill
        Jacobson, known to me to be a Vice President of IndyMac MBS, Inc., one of
        the
        entities that executed the within instrument, and also known to me to be
        the
        person who executed it on behalf of said entity, and acknowledged to me that
        such entity 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.

       

      
        	
              	 	 	 
	
                 

              	
                 

              	/s/ Evan
                Fitzsimon	 
	 	 	Notary
                Public	 
	 	 	 	 
	 	 	 	 


        
           

        

      

      [NOTARIAL
        SEAL]

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      


      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              
	 	
                :  ss.:

              
	
                COUNTY
                  OF Orange

              	
                )

              
	 	 


      

      On
        this
        26th day of December, 2007, before me, personally appeared Jennifer Hermansader
        and Marion Hogan, known to me to be an Associate and an Associate, respectively,
        of Deutsche Bank National Trust Company, one of the entities that executed
        the
        within instrument, and also known to me to be the person who executed it
        on
        behalf of said entity, and acknowledged to me that such entity 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.

       

      
        
          	
                	 	 	 
	
                   

                	
                   

                	/s/ Tiffany
                  Yuan	 
	 	 	Notary
                  Public	 
	 	 	 	 
	 	 	 	 


          
             

          

        

         

      

      [NOTARIAL
        SEAL]

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              
	 	
                :  ss.:

              
	
                COUNTY
                  OF Los Angeles

              	
                )

              
	 	 


      

      On
        this
        26th day of December, 2007, before me, personally appeared Jill Jacobson,
        known
        to me to be a Vice President of IndyMac Bank, F.S.B., one of the entities
        that
        executed the within instrument, and also known to me to be the person who
        executed it on behalf of said entity, and acknowledged to me that such entity
        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.

       

      
        
          	
                	 	 	 
	
                   

                	
                   

                	/s/ Evan
                  Fitzsimon	 
	 	 	Notary
                  Public	 
	 	 	 	 
	 	 	 	 


          
             

          

        

        [NOTARIAL
          SEAL]

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

      

       

      Schedule
        I

       

      Mortgage
        Loan Schedule [Delivered at Closing to Trustee]

       

       

       

      
        
          
          

        

        
          S-I-1

          
            

          

        

        
          
          

        

      

       

       

      Schedule
        II

       

      IndyMac
        MBS, Inc. Mortgage Pass-Through Certificates, Series 2007-AR9

       

      Representations
        and Warranties of
        the Seller/Servicer

       

      Indy
        Mac
        Bank, F.S.B. (“IndyMac”)
        hereby makes
        the representations and warranties set forth in this Schedule II to the
        Depositor and the Trustee, as of the Closing Date.  Capitalized terms
        used but not otherwise defined in this Schedule II shall have the meanings
        assigned 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 MBS, Inc., as depositor, and Deutsche
        Bank National Trust Company, as trustee and as supplemental interest
        trustee.

       

      (1)
        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 in accordance
        with
        the terms thereof.

       

      (2)
        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 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.

       

      (3)
        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 thereof 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 or (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 Federal Deposit Insurance Corporation 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 

       

       

      
        
          
          

        

        
          S-II-1

          
            

          

        

        
          
          

        

      

       

       

      governmental
        body having jurisdiction over it (including the OTS, the Federal Deposit
        Insurance Corporation 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.

       

      (4)
        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.

       

      (5)
        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.

       

      (6)
        No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Seller
        of,
        or compliance by the Seller with, the Pooling and Servicing Agreement or
        the
        consummation of the transactions contemplated thereby, or if any such consent,
        approval, authorization or order is required, the Seller has obtained the
        same.

       

      (7)           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.

       

      


      
        
          
          

        

        
          S-II-2

          
            

          

        

        
          
          

        

      

       

      Schedule
        III

       

      IndyMac
        MBS, Inc.

      Mortgage
        Pass-Through Certificates,

      Series
        2007-AR9

       

      Representations
        and Warranties as to
        the Mortgage Loans

       

      IndyMac
        Bank, F.S.B. (“IndyMac”)
        hereby makes
        the representations and warranties set forth in this Schedule III to the
        Depositor and the Trustee, as of the Closing Date or if so specified in this
        Schedule III, as of the Cut-off Date with respect to each Mortgage
        Loan.  Capitalized terms used but not otherwise defined in this
        Schedule III shall have the meanings assigned to them in the Pooling and
        Servicing Agreement (the “Pooling
        and Servicing
        Agreement”) relating to the above-referenced Series, among
        IndyMac, as seller and servicer, IndyMac MBS, Inc., as depositor, and Deutsche
        Bank National Trust Company, as trustee and as supplemental interest
        trustee.

       

      (1)
        The
        information set forth 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.

       

      (2)
        All
        regularly scheduled monthly payments due with respect to each Mortgage Loan
        up
        to and including the Due Date before the Cut-off Date have been made; and
        as of
        the Cut-off Date, no Mortgage Loan had a regularly scheduled monthly payment
        that was 60 or more days Delinquent during the twelve months before the Cut-off
        Date.

       

      (3)
        With
        respect to any Mortgage Loan that is not a Cooperative Loan, each Mortgage
        is a
        valid and enforceable first 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 which do not materially
        interfere with the benefits of the security intended to be provided by such
        Mortgage.

       

      (4)
        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.

       

      (5)
        As of
        the Closing Date, there was no delinquent tax or assessment lien against
        the
        related Mortgaged Property.

       

      (6)
        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.

       

       

      
        
          
          

        

        
          S-IV-1

          
            

          

        

        
          
          

        

      

       

       

      (7)
        There
        are no mechanics’ liens or claims for work, labor or material affecting any
        Mortgaged Property which are or may be a lien prior to or equal with, the
        lien
        of such Mortgage, except those which are insured against by the title insurance
        policy referred to in item (11) below.

       

      (8)  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.

       

      (9)
        Each
        Mortgage Loan at origination complied in all material respects with applicable
        local, state and federal laws and regulations, including usury, equal credit
        opportunity, real estate settlement procedures, truth-in-lending, and disclosure
        laws, or any noncompliance does not have a material adverse effect on the
        value
        of the related Mortgage Loan.

       

      (10)
        The
        Seller has not modified the Mortgage in any material respect (except that
        a
        Mortgage Loan may have been modified by a written instrument which has been
        recorded or submitted for recordation, if necessary, to protect the interests
        of
        the Certificateholders and which 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.

       

      (11)
        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 such Mortgage Loan or a commitment
        (binder) to issue the same was effective on the date of the origination of
        each
        Mortgage Loan and each such policy is valid and remains in full force and
        effect.

       

      (12)
        Each
        Mortgage Loan was originated (within the meaning of Section 3(a)(41) of the
        Securities Exchange Act of 1934, as amended) by an entity that satisfied
        at the
        time of origination the requirements of Section 3(a)(41) of the Securities
        Exchange Act of 1934, as amended.

       

      (13)
        All
        of the improvements which 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.

       

      (14)
        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.  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.

       

      (15)
        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.

       

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

       

      (16)
        The
        proceeds of the Mortgage Loan have been fully disbursed and there is no
        requirement for future advances thereunder.

       

      (17)
        The
        related Mortgage contains customary and enforceable provisions which 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.

       

      (18)
        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.

       

      (19)
        At
        the Closing 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 (19) notwithstanding,
        no breach of this item (19) 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.

       

      (20)
        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.

       

      (21)
        There is no proceeding pending or threatened for the total or partial
        condemnation of any Mortgaged Property, nor is such a proceeding currently
        occurring.

       

      (22)
        There is no material event which, 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.

       

      (23)
        Each
        Mortgage File contains an appraisal of the related Mortgaged Property prepared
        in accordance with the Uniform Standards of Professional Appraisal Practice
        (USPAP).

       

      (24)
        Any
        leasehold estate securing a Mortgage Loan has a stated term of not less than
        five years in excess of the term of the related Mortgage Loan.

       

      (25)
        Each
        Mortgage Loan was selected from among the outstanding adjustable rate one-
        to
        four-family mortgage loans in the Seller’s portfolio at the Closing Date as to
        which the representations and warranties made with respect to the Mortgage
        Loans
        set forth in this Schedule III can be made.  No such selection was
        made in a manner intended to adversely affect the interests of the
        Certificateholders.

       

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

       

       

      (26)
        No
        more than approximately 4.91% of the Group 3 Mortgage Loan are Cooperative
        Loans.

       

      (27)
        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.

       

      (28)
        No
        proceeds from any Mortgage Loan underlying the Certificates were used to
        finance
        single-premium credit insurance policies.

       

      (29)
        None
        of the Mortgage Notes related to the Mortgage Loans impose a Prepayment Charge
        on the related Mortgage Loan for a term in excess of three years from the
        origination of the Mortgage Loan.

       

      (30)
        Each
        Mortgage Loan was in compliance with the anti-predatory lending eligibility
        for
        purchase requirements of Fannie Mae’s Selling Guide.

       

      (31)
        Each
        Mortgage Loan has been underwritten and serviced substantially in accordance
        with the Seller’s guidelines, subject to such variances as are reflected on the
        Mortgage Loan Schedule or that the Seller has approved.

       

      (32)
        No
        Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such
        terms
        are defined in the then-current version of Standard & Poor's LEVELS®
Glossary, which is now Version 5.7 Revised, Appendix E) and no Mortgage Loan
        originated on or after Oct. 1, 2002 through March 6, 2003 is governed by
        the
        Georgia Fair Lending Act.

       

      (33)
        The
        Pooling and Servicing Agreement creates a valid and continuing “security
        interest” (as defined in Section 1-201(37) of the UCC) in each Mortgage Note in
        favor of the Trustee, which security interest is prior to all other liens
        and is
        enforceable as such against creditors of and purchasers from the Depositor.
        Each
        Mortgage Note constitutes “promissory notes” (as defined in Section 9-102(a)(65)
        of the UCC). Immediately before the assignment of each Mortgage Note to the
        Trustee, the Depositor had good and marketable title to such Mortgage Note
        free
        and clear of any lien, claim, encumbrance of any Person. All original executed
        copies of each Mortgage Note have been or shall be delivered to the Trustee
        within five Business Days following the Closing Date. Other than the security
        interest granted to the Trustee, the Depositor has not pledged, assigned,
        sold,
        granted a security interest in, or otherwise conveyed any Mortgage Note.
        The
        Depositor has not authorized the filing of and is not aware of any financing
        statements against the Depositor that include a description of any of the
        Mortgage Notes. The Depositor is not aware of any judgment or tax liens filed
        against the Depositor.  None of the Mortgage Notes has any marks or
        notations indicating that they have been pledged, assigned or otherwise conveyed
        to any Person other than the Trustee.

       

      (34)
        To
        the best of the Seller’s knowledge, there was no fraud involved 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.

       

      (35)  Each
        Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
        860G(a)(3) of the Code.

       

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

       

      (36)  Each
        Mortgage Loan at the time it was made complied in all material respects with
        applicable local, state, and federal laws, including, but not limited to,
        all
        applicable predatory and abusive lending laws.

       

      (37)  No
        Mortgage Loan is subject to the requirements of the Home Ownership and Equity
        Protection Act of 1994.

       

      (38)  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 subject to the Georgia Act and 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.).  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 (815 Ill. Comp.
        Stat.
        205/1 et seq.).

       

      (39)  None
        of the Mortgage Loans is a “high cost” loan, “covered” loan (excluding home
        loans defined as “covered home loans” in the New Jersey Home Ownership Security
        Act of 2002 that were originated between November 26, 2003 and July 7, 2004),
        “high risk home” or “predatory” 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.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        IV

       

      [Reserved].

       

       

      
        
          
          

        

        
          S-IV-1

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        V

       

      FORM
        OF
        MONTHLY REPORT

       

      [On
        File
        with the Trustee]

       

       

       

      
        
          
          

        

        
          S-V-1

          
            

          

        

        
          
          

        

      

    

     

     

    
      EXHIBIT
        A

       

      [FORM
        OF
        SENIOR CERTIFICATE]

       

      [UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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”).

       

      [UNTIL
        THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
        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, AND IS NOT INVESTING ON BEHALF OF OR WITH PLAN
        ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED, OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION
        4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
        OF
        THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO
        THE CONTRARY HEREIN, UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN
        ERISA-QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
        TO OR
        ON BEHALF OF A BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ERISA OR TO SECTION
        4975
        OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
        DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

       

      [SO
        LONG
        AS THE SWAP CONTRACT IS IN EFFECT, NO TRANSFER OF THIS CERTIFICATE SHALL
        BE MADE
        UNLESS THE TRUSTEE SHALL HAVE RECEIVED A REPRESENTATION LETTER FROM THE
        TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT EITHER (I) SUCH TRANSFEREE
        IS
        NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
        SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
        1974,
        AS AMENDED, AND/OR SECTION 4975 OF THE CODE OR ANY ENTITY WHOSE UNDERLYING
        ASSETS INCLUDE SUCH PLAN’S OR ARRANGEMENT’S ASSETS BY REASON OF THEIR INVESTMENT
        IN THE ENTITY (A “PLAN”) NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING
        THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION
        AND
        HOLDING OF THIS CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED
        TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60,
        PTCE 96-23 OR THE SERVICE PROVIDER EXEMPTION PROVIDED UNDER SECTION 408(B)(17)
        OF ERISA AND SECTION 4975(D)(20) OF THE CODE.  ANY PURPORTED TRANSFER
        OF THIS CERTIFICATE PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      INTEREST
        TRUST TO OR ON BEHALF OF A PLAN WITHOUT THE DELIVERY TO THE TRUSTEE OF A
        REPRESENTATION LETTER AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
        EFFECT.  IF THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE, THE
        TRANSFEREE WILL BE DEEMED TO HAVE MADE A REPRESENTATION AS PROVIDED IN CLAUSE
        (I) OR (II) OF THIS PARAGRAPH, AS APPLICABLE.]

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

      


      
        	
                Certificate
                  No.

              	
                :

              	 
	 	 	 
	
                Cut-off  Date

              	
                :

              	 
	 	 	 
	
                First
                  Distribution Date

              	
                :

              	 
	 	 	 
	
                Initial
                  Certificate Balance of this Certificate (“Denomination”)

              	
                :

              	
                $

              
	 	 	 
	
                Initial
                  Certificate Balances of all Certificates of this Class

              	
                :

              	
                $

              
	 	 	 
	
                CUSIP

              	
                :

              	 
	 	 	 
	
                Interest
                  Rate

              	
                :

              	
                %

              
	 	 	 
	
                Maturity
                  Date

              	
                :

              	 


      

      INDYMAC
        MBS, INC.

       

      IndyMac
        INDA Mortgage Loan Trust 200_-_

      Mortgage
        Pass-Through Certificates, Series 200_-_

      Class
        [__]

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class with respect to a Trust Fund consisting primarily
        of a
        pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
        liens on one- to four-family residential properties.

       

      IndyMac
        MBS, Inc., as Depositor

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        or
        in the Agreement (defined below).  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
        Initial Certificate Balances of all Certificates of the Class to which this
        Certificate belongs) in certain monthly distributions with respect to a Trust
        Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS,
        Inc.
        (the “Depositor”).  The Trust Fund was created pursuant to a Pooling
        and Servicing Agreement dated as of the Cut-off Date specified above (the
        “Agreement”) among 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 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.

       

      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

      [Until
        this certificate has been the subject of an ERISA-Qualifying Underwriting,
        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, or a person
        investing on behalf of or with plan assets of any such plan, which
        representation letter shall not be an expense of the Trustee or the Servicer,
        or
        (ii) in the case of any such Certificate presented for registration in the
        name
        of an employee benefit plan subject to ERISA or 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, an Opinion of
        Counsel satisfactory to the Trustee to the effect that the purchase and holding
        of such Certificate will not result in a nonexempt prohibited transaction
        under
        Section 406 of ERISA or Section 4975 of the Code and will not subject the
        Trustee or the Servicer to any obligation in addition to those undertaken
        in the
        Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
        the
        Servicer, or the Trust Fund.  Notwithstanding anything else to the
        contrary herein, until this certificate has been the subject of an
        ERISA-Qualifying Underwriting, any purported transfer of a Certificate of
        this
        Class to or on behalf of an employee benefit plan subject to ERISA or to
        the
        Code without the opinion of counsel satisfactory to the Trustee as described
        above shall be void and of no effect.]

       

      [So
        long
        as the Swap Contract is in effect, no transfer of a LIBOR Certificate (other
        than a transfer of a LIBOR Certificate to an affiliate of the Depositor (either
        directly or through a nominee) in connection with the initial issuance of
        the
        Certificates) shall be made unless the Trustee shall have received either
        (i) a
        representation from the transferee of such LIBOR Certificate acceptable to
        and
        in form and substance satisfactory to the Trustee to the effect that such
        transferee is not a Plan, or (ii) a representation that the purchase and
        holding
        of the LIBOR Certificate satisfy the requirements for exemptive relief under
        PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or the service
        provider exemption provided by Section 408 (b)(17) of ERISA and Section 4975
        (d)(20) of the Code or a similar exemption.  In the event that such a
        representation letter is not delivered, one of the foregoing representations,
        as
        appropriate, shall be deemed to have been made by the transferee’s (including an
        initial acquiror’s) acceptance of the LIBOR Certificate.  In the event
        that such representation is violated, such transfer or acquisition shall
        be void
        and of no effect.]

       

      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.

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      Dated:  ____________,
        20__

       

      
        	 	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY,

                     as Trustee

              	 
	 	 	 	 
	
                 

              	
                By
                  

              	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

      
        	
                 

              	
                 

              


      

      Countersigned:

      
        	 	 	 
	
                By
                  

              	 	 
	 	Authorized
                Signatory of	 
	 	
                DEUTSCHE BANK
                  NATIONAL
                  TRUST COMPANY,

                as
                  Trustee 

              	 
	 	 	 


      


      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

       

      [FORM
        OF
        SUBORDINATED CERTIFICATE]

       

      [UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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”).

       

      THIS
        CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
        DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

       

      [THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
        REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
        FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
        PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

       

      [UNTIL
        THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
        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, AND IS NOT INVESTING ON BEHALF OF OR WITH PLAN
        ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED, OR A PLAN OR ARRANGEMENT SUBJECT TO SECTION
        4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS
        OF
        THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO
        THE CONTRARY HEREIN, UNTIL THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN
        ERISA-QUALIFYING UNDERWRITING, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
        TO OR
        ON BEHALF OF A BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ERISA OR TO SECTION
        4975
        OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
        DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

       

      [NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AND IS NOT
        INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF 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, OR, IF THE CERTIFICATE HAS BEEN
        THE
        SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, 

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

      DELIVERS
        A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
        TO
        HEREIN, OR DELIVERS TO THE TRUSTEE 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 OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
        DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

       


      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.

              	
                :

              	 
	 	 	 
	
                Cut-off  Date

              	
                :

              	 
	 	 	 
	
                First
                  Distribution Date

              	
                :

              	 
	 	 	 
	
                Initial
                  Certificate Balance of this Certificate (“Denomination”)

              	
                :

              	
                $

              
	 	 	 
	
                Initial
                  Certificate Balances of all Certificates of this Class

              	
                :

              	
                $

              
	 	 	 
	
                CUSIP

              	
                :

              	 
	 	 	 


      

      INDYMAC
        MBS, INC.

       

      IndyMac
        INDA Mortgage Loan Trust 200_-_

      Mortgage
        Pass-Through Certificates, Series 200_-_

      Class
        [___]

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class with respect to a Trust Fund consisting primarily
        of a
        pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
        liens on one- to four-family residential properties.

       

      IndyMac
        MBS, Inc., as Depositor

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        or
        in the Agreement (defined below).  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 Initial Certificate Balances of the denominations of all Certificates
        of the Class to which this Certificate belongs) in certain monthly distributions
        with respect to a Trust Fund consisting primarily of the Mortgage Loans
        deposited by IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was
        created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
        Date specified above (the “Agreement”) among 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 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.

       

      [No
        transfer of a Certificate of this Class 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 

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

      exempt
        from the registration requirements under said Act and such laws.  In
        the event that a transfer is to be made in reliance upon an exemption from
        the
        Securities Act and such laws, in order to assure compliance with the Securities
        Act and such laws, the Certificateholder desiring to effect such transfer
        and
        such Certificateholder’s prospective transferee shall each certify to the
        Trustee in writing the facts surrounding the transfer.  In the event
        that such a transfer is to be made within three years from the date of the
        initial issuance of Certificates pursuant hereto, there shall also be delivered
        (except in the case of a transfer pursuant to Rule 144A of the Securities
        Act)
        to the Trustee an Opinion of Counsel that such transfer may be made pursuant
        to
        an exemption from the Securities Act and such state securities laws, which
        Opinion of Counsel shall not be obtained at the expense of the Trustee, the
        Seller, the Servicer or the Depositor.  The Holder hereof desiring to
        effect such transfer shall, and does hereby agree to, indemnify the Trustee
        and
        the Depositor 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.]

       

      [Until
        this certificate has been the subject of an ERISA-Qualifying Underwriting,
        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, or a person
        investing on behalf of or with plan assets of any such plan, which
        representation letter shall not be an expense of the Trustee or the Servicer,
        or
        (ii) in the case of any such Certificate presented for registration in the
        name
        of an employee benefit plan subject to ERISA or 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, an Opinion of
        Counsel satisfactory to the Trustee to the effect that the purchase and holding
        of such Certificate will not result in a nonexempt prohibited transaction
        under
        Section 406 of ERISA or Section 4975 of the Code and will not subject the
        Trustee or the Servicer to any obligation in addition to those undertaken
        in the
        Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
        the
        Servicer, or the Trust Fund.  Notwithstanding anything else to the
        contrary herein, until this certificate has been the subject of an
        ERISA-Qualifying Underwriting, any purported transfer of a Certificate of
        this
        Class to or on behalf of an employee benefit plan subject to ERISA or to
        the
        Code without the opinion of counsel satisfactory to the Trustee as described
        above shall be void and of no effect.]

       

      [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
        or
        other benefit plan subject to Section 406 of ERISA or Section 4975 of the
        Code,
        or a person acting on behalf of or investing plan assets of any such plan,
        which
        representation letter shall not be an expense of the Trustee or the Servicer,
        (ii) if the purchaser is an insurance company and the Certificate has been
        the
        subject of an ERISA-Qualifying Underwriting, a representation that the purchaser
        is an insurance company which 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 (iii) in the case of any such Certificate presented
        for
        registration in the name of an employee benefit plan subject to ERISA or
        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,
        an Opinion of Counsel satisfactory 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
        undertaken in the Agreement, which Opinion of Counsel shall not be an expense
        of
        the Trustee, the Servicer or the Trust Fund.  Notwithstanding anything
        else to the contrary herein, any purported transfer of a Certificate of this
        Class to or on behalf of an employee benefit plan subject to ERISA or to
        Section
        4975 of the Code

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

      without
        the opinion of counsel satisfactory to the Trustee as described above shall
        be
        void and of no effect.]

       

      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.

       


      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      Dated:  ____________,
        20__

      
         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                       as Trustee

                	 
	 	 	 	 
	
                   

                	
                  By
                    

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

        
          	
                   

                	
                   

                


        

        Countersigned:

        
          	 	 	 
	
                  By
                    

                	 	 
	 	Authorized
                  Signatory of	 
	 	
                  DEUTSCHE
                    BANK NATIONAL
                    TRUST COMPANY,

                  as
                    Trustee 

                	 
	 	 	 


        

      


      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      [FORM
        OF
        CLASS A-R CERTIFICATE]

       

      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.

       

      NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AND IS NOT
        INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF 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, OR, IF SUCH TRANSFEREE IS AN
        INSURANCE COMPANY, DELIVERS A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS
        OF THE AGREEMENT REFERRED TO HEREIN, OR DELIVERS TO THE TRUSTEE 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 OPINION
        OF
        COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND
        OF NO
        EFFECT.

       


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.

              	
                :

              	 
	 	 	 
	
                Cut-off  Date

              	
                :

              	 
	 	 	 
	
                First
                  Distribution Date

              	
                :

              	 
	 	 	 
	
                Initial
                  Certificate Balance of this Certificate (“Denomination”)

              	
                :

              	
                $

              
	 	 	 
	
                Initial
                  Certificate Balances of all Certificates of this Class

              	
                :

              	
                $

              
	 	 	 
	
                CUSIP

              	
                :

              	 
	 	 	 


      

      INDYMAC
        MBS, INC.

       

      IndyMac
        INDA Mortgage Loan Trust 200_-_

      Mortgage
        Pass-Through Certificates, Series 200_-_

       

      evidencing
        the distributions allocable to the Class A-R Certificates with respect to
        a
        Trust Fund consisting primarily of a pool of conventional mortgage loans
        (the
“Mortgage Loans”) secured by first liens on one- to four-family residential
        properties.

       

      IndyMac
        MBS, Inc., as Depositor

       

      Principal
        in respect of this Certificate is distributable monthly as set forth herein
        or
        in the Agreement (defined below).  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 Initial Certificate Balances
        of the denominations of all Certificates of the Class to which this Certificate
        belongs) in certain monthly distributions with respect to a Trust Fund
        consisting of the Mortgage Loans deposited by IndyMac MBS, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
        Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among 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 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 A-R Certificate at
        the
        Corporate Trust Office.

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

       

      No
        transfer of a Class A-R Certificate 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
        investing on behalf of or with plan assets of any such plan, which
        representation letter shall not be an expense of the Trustee or the Servicer,
        (ii) if the purchaser is an insurance company, a representation that the
        purchaser is an insurance company which is purchasing such Certificate 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 Certificate are covered under
        Sections I and III of PTCE 95-60 or (iii) in the case of any such Certificate
        presented for registration in the name of an employee benefit plan subject
        to
        ERISA or 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, an Opinion of Counsel satisfactory to the Trustee to the
        effect that the purchase or holding of such Class A-R Certificate will not
        result in a nonexempt prohibited transaction under Section 406 of ERISA or
        Section 4975 of the Code and will not subject the Trustee or the Servicer
        to any
        obligation in addition to those undertaken in the Agreement, which Opinion
        of
        Counsel shall not be an expense of the Trustee, the Servicer or the Trust
        Fund.  Notwithstanding anything else to the contrary herein, any
        purported transfer of a Class A-R Certificate to or on behalf of an employee
        benefit plan subject to ERISA or to Section 4975 of the Code without the
        opinion
        of counsel satisfactory to the Trustee as described above shall be void and
        of
        no effect.

       

      Each
        Holder of this Class A-R Certificate will be deemed to have agreed to be
        bound
        by the restrictions of the Agreement, including but not limited to the
        restrictions that (i) each person holding or acquiring any Ownership Interest
        in
        this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership
        Interest in this Class A-R Certificate may be transferred without delivery
        to
        the Trustee of (a) a transfer affidavit of the proposed transferee and (b)
        a
        transfer certificate of the transferor, each of such documents to be in the
        form
        described in the Agreement, (iii) each person holding or acquiring any Ownership
        Interest in this Class A-R Certificate must agree to require a transfer
        affidavit and to deliver a transfer certificate to the Trustee as required
        pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
        Interest in this Class A-R Certificate must agree not to transfer an Ownership
        Interest in this Class A-R Certificate if it has actual knowledge that the
        proposed transferee is not a Permitted Transferee and (v) any attempted or
        purported transfer of any Ownership Interest in this Class A-R Certificate
        in
        violation of such restrictions will be absolutely null and void and will
        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.

       


      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      Dated:  ____________,
        20__

       

      
         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                       as Trustee

                	 
	 	 	 	 
	
                   

                	
                  By
                    

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

        
          	
                   

                	
                   

                


        

        Countersigned:

        
          	 	 	 
	
                  By
                    

                	 	 
	 	Authorized
                  Signatory of	 
	 	
                  DEUTSCHE
                    BANK NATIONAL
                    TRUST COMPANY,

                  as
                    Trustee 

                	 
	 	 	 


        



      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      [FORM
        OF
        NOTIONAL AMOUNT CERTIFICATES].

      


      [UNLESS
        THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
        TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE 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”).

       

      [UNTIL
        THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
        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 AND IS NOT INVESTING ON BEHALF OF OR WITH PLAN
        ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
        SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION 4975 OF THE
        CODE,
        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 OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL
        BE
        VOID AND OF NO EFFECT.]

       

      THIS
        CERTIFICATE HAS NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS
        IN
        RESPECT OF PRINCIPAL.

       


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


      


      
        	
                Certificate
                  No.

              	
                :

              	 
	 	 	 
	
                Cut-off  Date

              	
                :

              	 
	 	 	 
	
                First
                  Distribution Date

              	
                :

              	 
	 	 	 
	
                Initial
                  Notional Amount of this Certificate (“Denomination”)

              	
                :

              	
                $

              
	 	 	 
	
                Initial
                  Notional Amount of all Certificates of this Class

              	
                :

              	
                $

              
	 	 	 
	
                CUSIP

              	
                :

              	 
	 	 	 
	
                Interest
                  Rate

              	
                :

              	
                %

              
	 	 	 
	
                Maturity
                  Date

              	
                :

              	 
	 	 	 


      

      INDYMAC
        MBS, INC.

       

      Residential
        Asset Securitization Trust 200_-_

      Mortgage
        Pass-Through Certificates, Series 200_-_

      Class
        [__]

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class with respect to a Trust Fund consisting primarily
        of a
        pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
        liens on one- to four-family residential properties.

       

      IndyMac
        MBS, Inc., as Depositor

       

      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.

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

      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 Initial Notional Amounts of all Certificates
        of the
        Class to which this Certificate belongs) in certain monthly distributions
        with
        respect to a Trust Fund consisting primarily of the Mortgage Loans deposited
        by
        IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was created
        pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
        specified above (the “Agreement”) among 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 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.

       

      [Until
        this certificate has been the subject of an ERISA-Qualifying Underwriting,
        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
        investing on behalf of or with plan assets of any such plan, which
        representation letter shall not be an expense of the Trustee or the Servicer,
        or
        (ii) in the case of any such Certificate presented for registration in the
        name
        of an employee benefit plan subject to ERISA or 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, an Opinion of
        Counsel satisfactory to the Trustee and the Servicer to the effect that the
        purchase or holding of such Certificate will not result in a nonexempt
        prohibited transaction under Section 406 of ERISA or Section 4975 of the
        Code
        and will not subject the Trustee or the Servicer to any obligation in addition
        to those undertaken in the Agreement, which Opinion of Counsel shall not
        be an
        expense of the Trustee, the Servicer, or the Trust
        Fund.  Notwithstanding anything else to the contrary herein, until
        this certificate has been the subject of an ERISA-Qualifying Underwriting,
        any
        purported transfer of a Certificate of this Class to or on behalf of an employee
        benefit plan subject to ERISA or to the Code without the opinion of counsel
        satisfactory to the Trustee as described above shall be void and of no
        effect.]

       

      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.

       


      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      Dated:  ____________,
        20__

      
         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                       as Trustee

                	 
	 	 	 	 
	
                   

                	
                  By
                    

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

        
          	
                   

                	
                   

                


        

        Countersigned:

        
          	 	 	 
	
                  By
                    

                	 	 
	 	
                  Authorized
                    Signatory
                    of

                	 
	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST
                    COMPANY,

                  as
                    Trustee 

                	 
	 	 	 


        

      

       

      


      
        
          
            
            

          

          
            D-4

            
              

            

          

          
            
            

          

        

      

       

      
        EXHIBIT
          E

      

       

      [Form
        of
        Reverse of Certificates]

       

      INDYMAC
        MBS, INC.

      IndyMac
        INDA Mortgage Loan Trust 200_-_

      Mortgage
        Pass-Through Certificates, Series 200_-_

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        IndyMac MBS, Inc. Mortgage Pass-Through 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 Business Days prior to the
        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
        Corporate Trust Office or such other 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.

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      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 Corporate Trust Office, 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 neither the Depositor,
        the
        Trustee, nor any such agent shall be affected by any notice to the
        contrary.

       

      On
        any
        Distribution Date on which the aggregate Stated Principal Balance of the
        Mortgage Loans in the mortgage pool is less than 10% of the Cut-off Date
        Pool
        Principal Balance, the Servicer will have the option to repurchase, in whole,
        from the Trust Fund all remaining Mortgage Loans in the mortgage pool and
        all
        property acquired in respect of the Mortgage Loans in the mortgage pool at
        a
        purchase price determined as provided in the Agreement.  In the event
        that no such optional termination occurs, the obligations and responsibilities
        created by the Agreement will terminate upon the later of the maturity or
        other
        liquidation (or any advance with respect thereto) of the last Mortgage Loan
        remaining in the Trust Fund or the disposition of all property in respect
        thereof and the distribution to Certificateholders of all amounts required
        to be
        distributed pursuant to the Agreement.  In no event, however, will the
        trust created by the Agreement continue beyond the expiration of 21 years
        from
        the death of the last survivor of the descendants living at the date of the
        Agreement of a certain person named in 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.

       


      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

       

      
        
          
            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.

                    
	 
	 
	 


            

             

          

        

        
          
            
              
                
                  
                    
                      


                      
                        
                          
                            
                            

                          

                          
                            E-3

                            
                              

                            

                          

                          
                            
                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

         

        


        
          	
                  STATE
                    OF CALIFORNIA

                	
                  )

                
	 	
                  :  ss.:

                
	
                  COUNTY
                    OF _____________

                	
                  )

                
	 	 


        

        On
          the
  th
          day of              ,
          20   
          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]

         

        
          
            
            

          

          
            E-4

            
              

            

          

          
            
            

          

        

      



      EXHIBIT
        F-1

       

      [FORM
        OF
        CLASS P-[1][2] 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”).

       

      THIS
        CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED
        (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
        REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
        FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
        PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

       

      [NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AND IS NOT
        INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF 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, OR, IF THE CERTIFICATE HAS BEEN
        THE
        SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, DELIVERS A REPRESENTATION IN
        ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN, OR DELIVERS
        TO THE TRUSTEE 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 OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL
        BE
        VOID AND OF NO EFFECT.]

       


      
        
          
          

        

        
          F-1-1

          
            

          

        

        
          
          

        

      


      
        


        
          	
                  Certificate
                    No.

                	
                  :

                	 
	 	 	 
	
                  Cut-off  Date

                	
                  :

                	 
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	 
	 	 	 
	
                  Initial
                    Certificate Balance of this Certificate (“Denomination”)

                	
                  :

                	
                  $

                
	 	 	 
	
                  Initial
                    Certificate Balances of all Certificates of this Class

                	
                  :

                	
                  $

                
	 	 	 
	
                  CUSIP

                	
                  :

                	 
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	
                  %

                
	 	 	 
	
                  Maturity
                    Date

                	
                  :

                	 


        

      

       

      INDYMAC
        MBS, INC.

      IndyMac
        INDA Mortgage Loan Trust 200_-__

      Mortgage
        Pass-Through Certificates, Series 200_-__

      


      Class
        P-[1][2]

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class with respect to a Trust Fund consisting primarily
        of a
        pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
        liens on one- to four-family residential properties.

       

      Distributors
        in respect of this Certificate are 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 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
        with respect to a Trust Fund consisting primarily of the Mortgage Loans
        deposited by IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was
        created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
        Date specified above (the “Agreement”) among the Depositor, IndyMac Bank,
        F.S.B., as seller and servicer (the "Seller" or the "Servicer", as
        appropriate),  and Deutsche Bank National Trust Company, as trustee
        (the “Trustee”) and as supplemental interest trustee.  To the extent
        not defined herein, the capitalized terms used herein have the meanings assigned
        in the 

       

       

      
        
          
          

        

        
          F-1-2

          
            

          

        

        
          
          

        

      

      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.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement.  As provided in the Agreement,
        withdrawals from the Distribution Account may be made from time to time for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      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 Corporate Trust Office or 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, 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.

       

      [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
        or
        other benefit plan subject to Section 406 of ERISA or Section 4975 of the
        Code,
        or a person acting on behalf of or investing plan assets of any such plan,
        which
        representation letter shall not be an expense of the Trustee or the Servicer,
        (ii) if the purchaser is an insurance company and the Certificate has been
        the
        subject of an ERISA-Qualifying Underwriting, a representation that the purchaser
        is an insurance company which 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 (iii) in the case of any such Certificate presented
        for
        registration in the name of an employee benefit plan subject to ERISA or
        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,
        an Opinion of Counsel satisfactory to the Trustee and the Servicer 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
        undertaken in the Agreement, which Opinion of Counsel shall not be an expense
        of
        the Trustee, the Servicer or the Trust Fund.  Notwithstanding anything
        else to the contrary herein, any purported transfer of a Certificate of this
        Class to or on behalf of an employee benefit plan subject to ERISA or to
        Section
        4975 of the Code without the opinion of counsel satisfactory to the Trustee
        as
        described above shall be void and of no effect.]

       

      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.

       

      
        
          
          

        

        
          F-1-3

          
            

          

        

        
          
          

        

      

       

      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.

       

      *            *            *

       

      
        
          
          

        

        
          F-1-4

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      Dated:  _______,
        ____

      
         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                  as Trustee

                	 
	 	 	 	 
	
                   

                	
                  By
                    

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

        
          	
                   

                	
                   

                


        

        Countersigned:

        
          	 	 	 
	
                  By
                    

                	 	 
	 	
                  Authorized
                    Signatory
                    of

                	 
	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST
                    COMPANY,

                  as
                    Trustee 

                	 
	 	 	 


        



       

      
        
          
          

        

        
          F-1-5

          
            

          

        

        
          
          

        

      


      INDYMAC
        MBS, INC.

      IndyMac
        INDA Mortgage Loan Trust 200_-__

      Mortgage
        Pass-Through Certificates

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        IndyMac MBS, Inc. Mortgage Pass-Through 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 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 Corporate Trust Office or such other 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 Corporate Trust Office, 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 

       

       

      
        
          
          

        

        
          F-1-6

          
            

          

        

        
          
          

        

      

      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 neither the Depositor,
        the
        Trustee, nor any such agent shall be affected by any notice to the
        contrary.

       

      On
        any
        Distribution Date on which the aggregate Stated Principal Balance of the
        Mortgage Loans is less than 10% of the Cut-off Date Pool Principal Balance,
        the
        Servicer will have the option to repurchase, 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.  In
        the event that no such optional termination occurs, the related obligations
        and
        responsibilities created by the Agreement will terminate upon the later of
        the
        maturity or other liquidation (or any advance with respect thereto) of the
        last
        Mortgage Loan remaining in the Trust Fund or the disposition of all property
        in
        respect thereof and the distribution to Certificateholders of all amounts
        required to be distributed pursuant to the Agreement.  In no event,
        however, will the trust created by the Agreement continue beyond the expiration
        of 21 years from the death of the last survivor of the descendants living
        at the
        date of the Agreement of a certain person named in 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.

       


      
        
          
          

        

        
          F-1-7

          
            

          

        

        
          
          

        

      

       

      
         

        
          
            
              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.

                      
	 
	 
	 


              

               

            

          

          
            
              
                
                  
                    
                      
                        


                        
                          
                            
                              
                              

                            

                            
                              F-1-8

                              
                                

                              

                            

                            
                              
                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
 

          
            	
                    STATE
                      OF CALIFORNIA

                  	
                    )

                  
	 	
                    :  ss.:

                  
	
                    COUNTY
                      OF _____________

                  	
                    )

                  
	 	 


          

          On
            the
  th
            day of              ,
            20   
            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]

           

          
            
              
              

            

            
              F-1-9

              
                

              

            

            
              
              

            

          

        

      


      EXHIBIT
        F-2

       

      FORM
        OF
        CLASS L 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.

       

      [NEITHER
        THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
        TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AND IS NOT
        INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF 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, OR, IF THE CERTIFICATE HAS BEEN
        THE
        SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, DELIVERS A REPRESENTATION IN
        ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN, OR DELIVERS
        TO THE TRUSTEE 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 OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL
        BE
        VOID AND OF NO EFFECT.]

       


      
        
          
          

        

        
          F-2-1

          
            

          

        

        
          
          

        

      

       

      
        


        
          	
                  Certificate
                    No.

                	
                  :

                	 
	 	 	 
	
                  Cut-off  Date

                	
                  :

                	 
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	 
	 	 	 
	
                  Percentage
                    Interest of this Certificate (“Denomination”)

                	
                  :

                	
                  %

                
	 	 	 
	
                  CUSIP

                	
                  :

                	 
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	
                   

                
	 	 	 
	
                  Maturity
                    Date

                	
                  :

                	 
	 	 	 


        

      

      
INDYMAC
        MBS, INC.

      IndyMac
        INDA Mortgage Loan Trust 200_-__

      Mortgage
        Pass-Through Certificates, Series 200_-__

      Class
        L

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class payable solely from Late Payment Fees.

      


      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 MBS, 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
        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 Late Payment Fees.  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.

       

      
        
          
          

        

        
          F-2-2

          
            

          

        

        
          
          

        

      

       

      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.

       

      [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
        or
        other benefit plan subject to Section 406 of ERISA or Section 4975 of the
        Code,
        or a person acting on behalf of or investing plan assets of any such plan,
        which
        representation letter shall not be an expense of the Trustee or the Servicer,
        (ii) if the purchaser is an insurance company and the Certificate has been
        the
        subject of an ERISA-Qualifying Underwriting, a representation that the purchaser
        is an insurance company which 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 (iii) in the case of any such Certificate presented
        for
        registration in the name of an employee benefit plan subject to ERISA or
        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,
        an Opinion of Counsel satisfactory to the Trustee and the Servicer 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
        undertaken in the Agreement, which Opinion of Counsel shall not be an expense
        of
        the Trustee, the Servicer or the Trust Fund.  Notwithstanding anything
        else to the contrary herein, any purported transfer of a Certificate of this
        Class to or on behalf of an employee benefit plan subject to ERISA or to
        Section
        4975 of the Code without the opinion of counsel satisfactory to the Trustee
        as
        described above shall be void and of no effect.]

       

      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.

       


      
        
          
          

        

        
          F-2-3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
        executed.

       

      Dated:  _______,
        ____

       

      
         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                      
                    as Trustee

                	 
	 	 	 	 
	
                   

                	
                  By
                    

                	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


        

        
          	
                   

                	
                   

                


        

        Countersigned:

        
          	 	 	 
	
                  By
                    

                	 	 
	 	Authorized
                  Signatory of	 
	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                  as
                    Trustee 

                	 
	 	 	 


        




      
         

        
          F-2-4

          
            

          

        

        
          
          

        

      


      INDYMAC
        MBS, INC.

      IndyMac
        INDA Mortgage Loan Trust 200_-__

      Mortgage
        Pass-Through Certificates

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        IndyMac MBS, Inc. Mortgage Pass-Through 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 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 Corporate Trust Office or such other 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 Corporate Trust Office, 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 

       

      
        
          
          

        

        
          F-2-5

          
            

          

        

        
          
          

        

      

       

      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 neither the Depositor,
        the
        Trustee, nor any such agent shall be affected by any notice to the
        contrary.

       

      On
        any
        Distribution Date on which the aggregate Stated Principal Balance of the
        Mortgage Loans is less than 10% of the Cut-off Date Pool Principal Balance,
        the
        Servicer will have the option to repurchase, 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.  In
        the event that no such optional termination occurs, the related obligations
        and
        responsibilities created by the Agreement will terminate upon the later of
        the
        maturity or other liquidation (or any advance with respect thereto) of the
        last
        Mortgage Loan remaining in the Trust Fund or the disposition of all property
        in
        respect thereof and the distribution to Certificateholders of all amounts
        required to be distributed pursuant to the Agreement.  In no event,
        however, will the trust created by the Agreement continue beyond the expiration
        of 21 years from the death of the last survivor of the descendants living
        at the
        date of the Agreement of a certain person named in 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.

       

      
         

        
          F-2-6

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                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.

                        
	 
	 
	 


                

                 

              

            

            
              
                
                  
                    
                      
                        
                          


                          
                            
                              
                                
                                

                              

                              
                                F-2-7

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
 

            
              	
                      STATE
                        OF CALIFORNIA

                    	
                      )

                    
	 	
                      :  ss.:

                    
	
                      COUNTY
                        OF _____________

                    	
                      )

                    
	 	 


            

            On
              the
  th
              day of              ,
              20   
              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]

             

            
              
                
                

              

              
                F-2-8

                
                  

                

              

              
                
                

              

            

          

        

      

       

      EXHIBIT
        G-1

       

      FORM
        OF
        INITIAL CERTIFICATION OF TRUSTEE

       

      [date]

       

      [Depositor]

       

      [Servicer]

       

      [Seller]

      _____________________

      _____________________

       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among IndyMac MBS, Inc.,
                  as

              


      

      
        	
                 

              	
                Depositor,
                  IndyMac Bank, F.S.B., as Seller and
                  Servicer,

              


      

      
        	
                 

              	
                and
                  Deutsche Bank National Trust Company, as Trustee and Supplemental
                  Interest
                  Trustee,

              


      

      
        	
                 

              	
                IndyMac
                  INDA Mortgage Loan Trust 200  -

                
                  Mortgage
                    Pass-Through
                    Certificates, Series 200  -                        

                

              


      

      
        	
                 

              	 


      

      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 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 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, sufficiency, ownership, title,
        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 shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       


      
        
          
          

        

        
          G-1-1

          
            

          

        

        
          
          

        

      

       

      
        	 	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY,

                      as Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	
                Name: 

              	 
	 	 	
                Title: 

              	 
	 	 	 	 


      

       

      


      
        
          
            
            

          

          
            G-1-2

            
              

            

          

          
            
            

          

        

      

      


      EXHIBIT
        G-2

       

      FORM
        OF
        DELAY DELIVERY CERTIFICATION (INITIAL MORTGAGE LOANS)

       

      [date]

       

      [Depositor]

       

      [Servicer]

       

      [Seller]

      _____________________

      _____________________

       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among IndyMac MBS, Inc.,
                  as

              


      

      
        	
                 

              	
                Depositor,
                  IndyMac Bank, F.S.B., as Seller and
                  Servicer,

              


      

      
        	
                 

              	
                and
                  Deutsche Bank National Trust Company, as Trustee and Supplemental
                  Interest
                  Trustee,

              


      

      
        	
                 

              	
                IndyMac
                  INDA Mortgage Loan Trust 200  -

                
                  Mortgage
                    Pass-Through
                    Certificates, Series 200  -                        

                

              


      

       

      Gentlemen:

       

      Reference
        is made to the Initial Certification of Trustee relating to the above-referenced
        series, with the schedule of exceptions attached thereto (the “Schedule A”),
        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
        “Pooling and Servicing Agreement”).  The undersigned hereby certifies
        that, as to each Delay Delivery Mortgage Loan listed on Schedule A attached
        hereto (other than any Mortgage Loan paid in full or listed on Schedule B
        attached hereto) it has received:

       

      
        	
                 

              	
                (i)

              	
                the
                  original Mortgage Note, endorsed by the Seller or the originator
                  of such
                  Mortgage Loan, without recourse in the following form:  “Pay to
                  the order of _______________ without recourse”, with all intervening
                  endorsements that show a complete chain of endorsement from the
                  originator
                  to the Seller, or, if the original Mortgage Note has been lost
                  or
                  destroyed and not replaced, an original lost note affidavit from
                  the
                  Seller, stating that the original Mortgage Note was lost or destroyed,
                  together with a copy of the Mortgage
                  Note;

              


      

       

      
        	
                 

              	
                (ii)

              	
                the
                  original recorded Mortgage;

              


      

       

      
        	
                 

              	
                (iii)

              	
                an
                  executed assignment of the Mortgage to “Deutsche Bank National Trust
                  Company, as trustee under the Pooling and Servicing Agreement dated
                  as of
                  December 1, 2007, without recourse” (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 such assignment relates);

              


      

       

      
        	
                 

              	
                (iv)

              	
                the
                  original recorded assignment or assignments of the Mortgage together
                  with
                  all interim recorded assignments of such
                  Mortgage;

              


      

       

      
        
          
          

        

        
          G-2-1

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                (v)

              	
                the
                  original or copies of each assumption, modification, written assurance
                  or
                  substitution agreement, if any, with evidence of recording thereon
                  if
                  recordation thereof is permissible under applicable law;
                  and

              


      

       

      
        	
                 

              	
                (vi)

              	
                the
                  original or duplicate original lender’s title policy and all riders, if
                  any, thereto or, in the event such original title policy has not
                  been
                  received from the insurer, 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, with the original
                  policy of
                  title insurance to be delivered within one year of the Closing
                  Date.

              


      

       

      In
        the
        event that in connection with any Mortgage Loan for which the Seller cannot
        deliver the original recorded Mortgage or all interim recorded assignments
        of
        the Mortgage satisfying the requirements of clause (ii), (iii) or (iv), as
        applicable, the Trustee has received, in lieu thereof, a true and complete
        copy
        of such Mortgage and/or such assignment or assignments of the Mortgage, as
        applicable, each certified by the Seller, the applicable title company, escrow
        agent or attorney, or the originator of such Mortgage Loan, as the case may
        be,
        to be a true and complete copy of the original Mortgage or assignment of
        Mortgage submitted for recording.

       

      Based
        on
        its review and examination and only as to the foregoing documents, (i) such
        documents appear regular on their face and related to such Mortgage Loan,
        and
        (ii) the information set forth in items (i), (iv), (vi) and (xv) (solely as
        of origination, not as of the Cut-off Date) 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 above-referenced
        Pooling and Servicing Agreement.  The Trustee makes no representations
        as to:  (i) the validity, legality, sufficiency, ownership,
        title, 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][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 shall have the respective meanings assigned
        to
        them in the Pooling and Servicing Agreement.

       

      
         

        
          	 	
                  DEUTSCHE
                    BANK NATIONAL TRUST COMPANY,

                        as Trustee

                	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Name: 

                	 
	 	 	
                  Title: 

                	 
	 	 	 	 


        

         

        

          
            
              
              

            

            
              G-2-2

              
                

              

            

            
              
              

            

          

EXHIBIT
          H

      

       

      FORM
        OF
        FINAL CERTIFICATION OF TRUSTEE

       

      [date]

       

      [Depositor]

       

      [Servicer]

       

      [Seller]

      _____________________

      _____________________

       

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among IndyMac MBS, Inc.,
                  as

              


      

      
        	
                 

              	
                Depositor,
                  IndyMac Bank, F.S.B., as Seller and
                  Servicer,

              


      

      
        	
                 

              	
                and
                  Deutsche Bank National Trust Company, as Trustee and Supplemental
                  Interest
                  Trustee,

              


      

      
        	
                 

              	
                IndyMac
                  INDA Mortgage Loan Trust
                  200  -

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates, Series 200  -                         

              


      

       

      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(c)
        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(c)
        of
        the Pooling and Servicing Agreement; provided, however, that it has received
        no
        assignment with respect to any Mortgage for which the Mortgaged Property
        is
        located in the Commonwealth of Puerto Rico, or, if the Depositor has certified
        or the Trustee otherwise knows that the 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); provided further, however,
        that the Trustee does not certify with respect to due execution of each executed
        assignment.

       

      (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.

       

      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

       

      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 (xv)
        (solely as of origination, not as of the Cut-off Date) 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, sufficiency, ownership, title,
        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 right, title and interest of
        the
        party so endorsing, as noteholder or assignee thereof, in and to 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: 

                	 
	 	 	 	 


        

         

      


      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

       

      TRANSFER
        AFFIDAVIT

       

      IndyMac
        MBS, Inc.

      IndyMac
        INDA Mortgage Loan Trust 200  -

      Mortgage
        Pass-Through Certificates

      Series
        200_-_

       

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              
	 	
                :  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 A-R Certificate
        (the
“Certificate”) issued pursuant to the Pooling and Servicing Agreement, (the
“Agreement”), relating to the above-referenced Series, by and among IndyMac MBS,
        Inc., as depositor (the “Depositor”), IndyMac Bank, F.S.B., as seller and
        servicer and Deutsche Bank National Trust Company, as Trustee and Supplemental
        Interest Trustee.  Capitalized terms used, but not defined herein or
        in Exhibit 1 hereto, 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 subsequent
        Transferee furnished to such Person an affidavit that such subsequent 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 Treasury Regulations,
        persons holding interests in pass-through entities as a nominee for another
        Person.)

       

      5.           The
        Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
        (attached hereto as Exhibit 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

       

       

      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      

       

      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 does not have the intention to impede the assessment or collection
        of
        any tax legally required to be paid with respect to the
        Certificate.

       

      8.           The
        Transferee’s taxpayer identification number is            .

       

      9.           The
        Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

       

      10.           The
        Transferee is aware that the Certificate may be a “noneconomic residual
        interest” within the meaning of proposed 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.

       

      11.           The
        Transferee is not a foreign permanent establishment or fixed base (within
        the
        meaning of an applicable income tax treaty) of a U.S. taxpayer.

       

      12.           The
        Transferee will not transfer the Certificates, directly or indirectly, to
        a
        foreign permanent establishment or fixed base (within the meaning of an
        applicable income tax treaty) of the Transferee or another U.S.
        taxpayer.

       

      13.           The
        Transferee will not cause income from the Certificates to be attributable
        to a
        foreign permanent establishment or fixed base (within the meaning of an
        applicable income tax treaty) of the Transferee or another U.S.
        taxpayer.

       

      14.           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, as defined
        below, 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 15(a); (ii) The Transferee is an Eligible Corporation, as defined
        below, 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 15(a); and (iii) The Transferee has not
        given the Transferor any reason to know that the 

       

       

      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      

       

      Transferee
        will not honor the restrictions on subsequent transfers of the residual interest
        or that the Transferee cannot or will not pay any taxes associated with the
        residual interest; or

       

      (b)(i)
        The Transferee is a United States Person; (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 any REMIC generates losses;
        and
        (iii) For purposes of calculating the aforementioned present values: (A)
        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 Code Section 55 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 Code Section 55(b)(1)(B) provided 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 Code
        Section
        55 in the preceding two years and will compute its taxable income in the
        current
        taxable year using the alternative minimum tax rate):and (B) The Transferee
        uses
        a discount rate equal to the Federal short-term rate prescribed by section
        1274(d) for the month of the transfer and the compounding period used by
        the
        Transferee.

       

      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.  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.

       

      15.           Either
        (i) 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 with plan assets of such a plan; or (ii) the Transferee
        is an insurance company that is investing 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
        the Class A-R Certificate satisfy the requirements for exemptive relief under
        Sections I and III of PTCE 95-60.

       

      *           *           *


      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      


      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 . 

                	 


        

      

       

       


      
        
          
          

        

        
          I-4

          
            

          

        

        
          
          

        

      

      EXHIBIT
        1

      to
        EXHIBIT I

       

      Certain
        Definitions

       

      “Ownership
        Interest”:  As to any Certificate, any ownership interest in such
        Certificate, including any interest in such Certificate as the Holder thereof
        and any other interest therein, 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 Restricted Certificate, (iv)
        a
        rural electric and telephone cooperatives described in Code Section
        1381(a)(2)(c), (v) an “electing large partnership” as defined in Code Section
        775 of (vi) a Person that is not a U.S. Person, and (vii) any other Person
        so
        designated by the Depositor based upon an Opinion of Counsel that the Transfer
        of an Ownership Interest in a Residual Certificate to such Person may cause
        any
        REMIC to fail to qualify as a REMIC at any time that certain Certificates
        are
        Outstanding.  The terms “United States,” “State” and “International
        Organization” shall have the meanings set forth 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, limited liability company,
        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.

       


      
        
          
          

        

        
          I-5

          
            

          

        

        
          
          

        

      


      EXHIBIT
        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 attached hereto as Exhibit
        I.

       

      (iii)  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 the provisions 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 the provisions 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 be under no liability 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 the provisions of this Agreement
        so
        long as the Transfer was registered after receipt of the 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.

       

      
        
          
          

        

        
          I-6

          
            

          

        

        
          
          

        

      

      (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.

       


      
        
          
          

        

        
          I-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

       

      FORM
        OF
        TRANSFEROR CERTIFICATE

       

      __________,
        200__

       

      IndyMac
        MBS, Inc.

      155
        North
        Lake Avenue, 7th Floor

      Pasadena,
        CA  91101

      Attention:  Secondary
        Marketing, Transaction Management

       

      Deutsche
        Bank National Trust Company

      c/o
        DB
        Services Tennessee

      648
        Grassmere Park Road

      Nashville,
        TN 37211-3658

      Attention:
        Transfer Unit, [Series 200 -]

       

      
        	
                 

              	
                 Re:

              	
                IndyMac
                  MBS, Inc.

              


      

      
        	
                 

              	
                IndyMac
                  INDA Mortgage Loan Trust
                  200  -

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates, Series 200 -,
                  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 which would result in, a violation of Section 5 of the Act and
        (c)
        to the extent we are disposing of a Class A-R Certificate, we have no knowledge
        the Transferee is not a Permitted Transferee.

       

       

      Very
        truly yours,

       

       

      ______________________________

      Print
        Name of Transferor

       

       

      By:
        ___________________________

      Authorized
        Officer

       


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        K

       

      FORM
        OF
        INVESTMENT LETTER (NON-RULE 144A)

       

      __________,
        200__

       

      IndyMac
        MBS, Inc.

      155
        North
        Lake Avenue, 7th Floor

      Pasadena,
        CA  91101

      Attention:  Secondary
        Marketing, Transaction Management

       

      Deutsche
        Bank National Trust Company

      c/o
        DB
        Services Tennessee

      648
        Grassmere Park Road

      Nashville,
        TN 37211-3658

      Attention:
        Transfer Unit, [Series 200 -]

       

      
        	
                 

              	
                Re:

              	
                IndyMac
                  MBS, Inc.

              


      

      
        	
                 

              	
                IndyMac
                  INDA Mortgage Loan Trust
                  200  -

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates,
                  Series 200 -,
                  Class

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above-referenced 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 are an
“accredited investor,” as defined in Regulation D under the Act, and 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) either (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) [in the case of a Certificate that has been
        the
        subject of an ERISA-Qualifying Underwriting] we are an insurance company
        which
        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 are covered under Sections I and III of PTCE 95-60,
        (e) we
        are acquiring the Certificates for investment for our own account and not
        with a
        view to any distribution of such Certificates (but without prejudice to our
        right at all times to sell or otherwise dispose of the Certificates in
        accordance with clause (g) below), (f) 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,
        or
        taken any other action which would result in a violation of Section 5 of
        the
        Act, (g) we will not sell, transfer or otherwise dispose of any Certificates
        unless (1) such sale, transfer or other disposition is made pursuant to an
        effective registration statement under the Act or is exempt from such
        registration requirements, and if requested, we will at our expense provide
        an
        opinion of counsel satisfactory to the addressees of this Certificate that
        such
        sale, transfer or other disposition may be made pursuant to an exemption
        from
        the 

       

      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      

       

      Act,
        (2)
        the purchaser or transferee of such Certificate has executed and delivered
        to
        you a certificate to substantially the same effect as this certificate, and
        (3)
        the purchaser or transferee has otherwise complied with any conditions for
        transfer set forth in the Pooling and Servicing Agreement and (h) if we are
        a
        corporation purchasing the Certificates in the State of California, we have
        a
        net worth of at least $14,000,000 according to our most recent audited financial
        statements.

       

       

      Very
        truly yours,

       

       

      ______________________________

      Print
        Name of Transferee

       

       

      By:
        ___________________________

      Authorized
        Officer

       


      
        
          
          

        

        
          K-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        L

       

      FORM
        OF
        RULE 144A LETTER

       

      ____________,
        200__

       

      IndyMac
        MBS, Inc.

      155
        North
        Lake Avenue, 7th Floor

      Pasadena,
        CA  91101

      Attention:  Secondary
        Marketing, Transaction Management

       

      Deutsche
        Bank National Trust Company

      c/o
        DB
        Services Tennessee

      648
        Grassmere Park Road

      Nashville,
        TN 37211-3658

      Attention:
        Transfer Unit, [Series 200 -]

       

      
        	
                 

              	
                Re:

              	
                IndyMac
                  MBS, Inc.

              


      

      
        	
                 

              	
                IndyMac
                  INDA Mortgage Loan Trust
                  200  -

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates, Series
                  200 -,
                  Class

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with our acquisition of the above-referenced 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) either (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) [in the case of a Certificate that has been
        the
        subject of an ERISA-Qualifying Underwriting] we are purchasing the Certificates
        with funds contained in an “insurance company general account” (as defined in
        Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
        our purchase and holding of the 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) we are a “qualified institutional buyer” as that term
        is defined in Rule 144A under the Act (“Rule 144A”) and have 

       

      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      

       

      completed
        either of the forms of certification to that effect attached hereto as Annex
        1
        or Annex 2, (g) we are aware that the sale to us is being made in reliance
        on
        Rule 144A, (h) 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 (A) 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 (B)
        pursuant to another exemption from registration under the Act and (i) if
        we are
        a corporation purchasing the Certificates in the State of California, we
        have a
        net worth of at least $14,000,000 according to our most recent audited financial
        statements.

       

      
         

        Very
          truly yours,

         

         

        ______________________________

        Print
          Name of Transferee

         

         

        By:
          ___________________________

        Authorized
          Officer

         

      

      
        
          
          

        

        
          L-2

          
            

          

        

        
          
          

        

      


      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 and/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, which 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.

       

      ___           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 which is subject to supervision
        by
        the 

       

       

      _______________________ 
        
          	
                  1

                	
                  Buyer
                    must own and/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
                    and/or invest on a discretionary basis at least $10,000,000 in
                    securities.

                


        



      
        
          
          

        

        
          L-3

          
            

          

        

        
          
          

        

      

       

       

      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.

       

      ___           Investment
        Advisor.  The Buyer is an investment advisor registered under
        the Investment Advisors Act of 1940.

       

      ___           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.

       

      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 and/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.

       

      
        
          
          

        

        
          L-4

          
            

          

        

        
          
          

        

      

       

      
         

        
          	 	 	 
	 	
                   Print
                    Name of
                    Buyer

                	 
	 	 	 
	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Name:

                	 
	 	 	
                  Title:

                	 
	 	 	 	 
	 	 	 	 
	 	  	 
	 	Date:  	 


        

         

      

       

      
        
          
          

        

        
          L-5

          
            

          

        

        
          
          

        

      


      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 (as defined below), 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 which 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.

       

       

      
        
          
          

        

        
          L-6

          
            

          

        

        
          
          

        

      

      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

                  	 
	 	 	 
	 	 	 
	
                     

                  	
                    By:
                      

                  	 	 
	 	 	
                    Name:

                  	 
	 	 	
                    Title:

                  	 
	 	 	 	 
	 	 	 	 
	 	  	 
	 	Date:  	 


          

           

        

      

       

      
        
          
          

        

        
          L-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M

       

      REQUEST
        FOR RELEASE

      (for
        Trustee)

       

      IndyMac
        MBS, Inc.

      IndyMac
        INDA Mortgage Loan Trust 200  -

      Mortgage
        Pass-Through Certificates

      Series
        200_-_

       

      
        	
                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 Mortgage Pass-Through
        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, the Supplemental Interest Trustee,
        IndyMac Bank, F.S.B., as Seller and Servicer and IndyMac MBS, Inc., as
        Depositor.

       

      
        	
                ( )

              	
                Mortgage
                  Note dated            ,
                  20 ,
                  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                .

              


      

       

       

      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  ( )

                	
                  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:
                  

              	 	 
	 	 	
                Name: 

              	 
	 	 	
                Title: 

              	 
	 	 	 	 


      

      Date:
              
             ,
        20

       


      
        
          
          

        

        
          M-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N

       

      REQUEST
        FOR RELEASE OF DOCUMENTS

       

      
        	
                To:

              	
                Deutsche
                  Bank National Trust Company

              


      

       

      
        	
                Attn:

              	
                Mortgage
                  Custody Services

              


      

       

      
        	
                Re:

              	
                The
                  Pooling and Servicing Agreement dated December 1, 2007 among
                  IndyMac

              


      

      
        	
                 

              	
                Bank,
                  F.S.B. as Servicer, Inc, IndyMac MBS, Inc. and
                  Deutsche

              


      

      
        	
                 

              	
                Bank
                  National Trust
                  Company, as Trustee and Supplemental Interest Trustee    

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the administration of the Mortgage Loans held by you as Trustee
        for IndyMac MBS, Inc., we request the release of the Mortgage Loan File for
        the
        Mortgage Loan(s) 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.

       


      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      


      INDYMAC
        BANK, F.S.B.

      888
        East
        Walnut Street

      Pasadena,
        CA  91101-7211

       

      By:________________________

      Name:______________________

      Title:____________________

      Date:_______________________

       

      TRUSTEE
        CONSENT TO RELEASE AND

      ACKNOWLEDGEMENT
        OF RECEIPT

       

      
        By:________________________

        Name:______________________

        Title:____________________

        Date:_______________________

      

      
 

      
        
          
          

        

        
          N-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O-1

       

      


       

      FORM
        OF
        CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

       

      Re:           IndyMac
        MBS, Inc.

      IndyMac
        INDA Mortgage Loan
        Trust 200_-  , Series 200_- __

      


      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
        IndyMac
        INDA Mortgage Loan Trust 200 -   , Series
        200 -    (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]

              


      

      


       

      
        
          
          

        

        
          O-1-1

          
            

          

        

        
          
          

        

      


      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 December
        1,
        2007 (the “Pooling Agreement”) by and among IndyMac Bank, F.S.B., as seller and
        servicer, IndyMac MBS, Inc., as depositor and Deutsche Bank National Trust
        Company, as trustee and supplemental interest trustee, pursuant to which
        was
        created the IndyMac INDA Mortgage Loan Trust 200 -   ,
        Series 200 -    (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 IndyMac INDA Mortgage Loan
        Trust
        200 -   , Series 200 -    (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:	 	 
	 	 	 	 
	 	 	 	 


      


      
        
          
          

        

        
          O-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        P

       

      [On
        File
        with the Trustee]

       


      
        
          
          

        

        
          P-1

          
            

          

        

        
          
          

        

      



    
      EXHIBIT
        Q

       

      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 mortgage-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 mortgage-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 mortgage-backed
                  securities.

              	
                4.03
                  statement

              
	 	 	
                (5)
                  Interest rates applicable to the pool assets and the mortgage-backed
                  securities, as applicable.

              	
                4.03
                  statement

              
	 	 	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material

              	
                4.03
                  statement

              


      

      



      
        
          
          

        

        
          Q-1

          
            

          

        

        
          
          

        

      


      
        	 	 	
                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 mortgage-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

              	
                Form
                  10-D report: Depositor

                 

                 

                Form
                  10-D report: Servicer

                 

                 

                 

              


      

      



      
        
          
          

        

        
          N-2

          
            

          

        

        
          
          

        

      


      


      
        	 	 	
                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: 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:

              	 


      

      



      
        
          
          

        

        
          N-3

          
            

          

        

        
          
          

        

      


      


      
        	 	 	
                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

              	 


      

      



      
        
          
          

        

        
          N-4

          
            

          

        

        
          
          

        

      


      


      


      
        	 	 	
                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

              


      

      



      
        
          
          

        

        
          N-5

          
            

          

        

        
          
          

        

      


      


      
        	 	
                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

              


      

      



      
        
          
          

        

        
          N-6

          
            

          

        

        
          
          

        

      

      


      


      
        	 	 	
                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

              	
                 

                 

                 

                 

                 

                Seller

                 

                Depositor

                 

                Trustee
                  (only as to affiliations between the Trustee and such other parties
                  listed)

                 

                Servicer

              


      

      



      
        
          
          

        

        
          N-7

          
            

          

        

        
          
          

        

      


      


      
        	 	 	
                Credit
                  Enhancer/Support Provider

                 

                Significant
                  Obligor

              	
                 

                 

                Depositor

                 

                Depositor

                 

                Servicer

              
	 	 	
                Item
                  1122 – Assessment of
                  Compliance with Servicing Criteria

              	
                Each
                  Party participating in the servicing function

              
	 	 	
                Item
                  1123 – Servicer
                  Compliance Statement

              	
                Servicer

              


      

      


      



      
        
          
          

        

        
          N-8

          
            

          

        

        
          
          

        

      

      

        EXHIBIT
          R

         

        FORM
          OF
          PERFORMANCE CERTIFICATION

        (Trustee)

         

        
          	
                   

                	
                  Re:

                	
                  The
                    Pooling and Servicing Agreement dated as of December 1, 2007
                    (the “Pooling
                    and Servicing
                    Agreement”) among IndyMac MBS, Inc., as Depositor, IndyMac
                    Bank, F.S.B., as Seller and Servicer, and the undersigned, as
                    Trustee (the
                    “Trustee”)
                    and
                    Supplemental Interest Trustee

                


        

         

        I,
          ________________________________, the _______________________ of the Trustee
          (the “Trustee”),
          certify to
          the Depositor and the Servicer, and their officers, with the knowledge
          and
          intent that they will rely upon this certification, that:

         

        (i)           I
          have reviewed the report on assessment of the Trustee’s compliance with the
          servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing
          Criteria”),
          provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
          Act of 1934, as amended (the “Exchange
          Act”) and
          Item 1122 of Regulation AB (the “Servicing
          Assessment”), the registered public accounting firm’s attestation
          report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and Section 1122(b) of Regulation AB (the “Attestation
          Report”),
          all reports on Form 10-D containing statements to certificateholders filed
          in
          respect of the period included in the year covered by the annual report
          of the
          Trust Fund (collectively, the “Distribution
          Date
          Statements”);

         

        (ii)           Assuming
          the accuracy and completeness of the information delivered to the Trustee
          by the
          Servicer as provided in the Pooling and Servicing Agreement and subject
          to
          paragraph (iv) below, to its knowledge the distribution information determined
          by the Trustee and set forth in the Distribution Date Statements contained
          in
          all Form 10-D’s included in the year covered by the annual report of such Trust
          on Form 10-K for the calendar year 200[  ], is complete and does not
          contain any material misstatement of fact as of the last day of the period
          covered by such annual report;

         

        (iii)           Based
          solely on the information delivered to the Trustee by the Servicer as provided
          in the Pooling and Servicing Agreement, the distribution information required
          under the Pooling and Servicing Agreement to be contained in the Trust
          Fund’s
          Distribution Date Statements is included in such Distribution Date
          Statements;

         

        (iv)           The
          Trustee is not certifying as to the accuracy, completeness or correctness
          of the
          information which it received from the Servicer and did not independently
          verify
          or confirm the accuracy, completeness or correctness of the information
          provided
          by the Servicer;

         

        (v)           I
          am responsible for reviewing the activities performed by the Trustee as
          a person
“performing a servicing function” under the Pooling and Servicing Agreement, and
          based on my knowledge and the compliance review conducted in preparing
          the
          Servicing Assessment and except as disclosed in the Servicing Assessment
          or the
          Attestation Report, the Trustee has fulfilled its obligations under the
          Pooling
          and Servicing Agreement; and

         

        (vi)           The
          Servicing Assessment and Attestation Report required to be provided by
          the
          Trustee and by Subcontractor, if any, pursuant to the Pooling and Servicing
          Agreement, have been provided to the Servicer and the Depositor.  Any
          material instances of noncompliance 

         

        
          
            
            

          

          
            R-1

            
              

            

          

          
            
            

          

        

         

        described
          in such reports have been disclosed to the Servicer and the
          Depositor.  Any material instance of noncompliance with the
          Servicing Criteria has been disclosed in such reports.

         

        
          	 	 	 
	 	Date: 	 	 
	 	 	 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	
                  Name: 

                	 
	 	 	
                  Title: 

                	 
	 	 	 	 


        

         

        
          
            
            

          

          
            R-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          S

         

        FORM
          OF
          SERVICING CRITERIA TO BE ADDRESSED IN

        ASSESSMENT
          OF COMPLIANCE STATEMENT

         

        


         

        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

                	 	 


        

        



        
          
            
            

          

          
            S-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  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

                	 


        

        


        


        
          
            
            

          

          
            S-2

            
              

            

          

          
            
            

          

        

         

        
 

        
          	
                  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

                	 


        

        



        
          
            
            

          

          
            S-3

            
              

            

          

          
            
            

          

        


        


        
          	
                  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

                	
                  Servicing
                    Criteria

                	
                  Servicer

                	
                  Trustee

                	
                  Notes

                


        

         

         

        
          
            
            

          

          
            S-4

            
              

            

          

          
            
            

          

        

        
        

         

        

          


          
            	
                    Reference

                  	
                     

                  	
                     

                  	
                     

                  	
                     

                  


          

        

        
          	
                  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

                	 


        

        


         

        
          
            
            

          

          
            S-5

            
              

            

          

          
            
            

          

        


        EXHIBIT
          T

         

        [FORM
          OF]
          LIST OF ITEM 1119 PARTIES

         

        ASSET
          BACKED CERTIFICATES

         

        Series
          200_-__

         

        [Date]

         

        
          	
                  Party

                	
                  Contact
                    Information

                
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


        

        



        
          
            
            

          

          
            T-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          U

         

        [FORM
          OF]
          SARBANES-OXLEY CERTIFICATION

        (Replacement
          Servicer)

         

        


        Re:           Indymac
          INDA Mortgage Loan
          Trust 2007-AR9

        


        


        The
          undersigned Servicer hereby
          certifies to the Depositor and its officers, directors and Affiliates
          (collectively, the “Certification Parties”) as follows, with the knowledge and
          intent that the Certification Parties will rely on this Certification in
          connection with the certification concerning the Trust Fund to be signed
          by an
          officer of the Depositor and submitted to the Securities and Exchange Commission
          pursuant to the Sarbanes-Oxley Act of 2002:

        


        1.  I
          have
          reviewed the servicer compliance statement of the Servicer provided in
          accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
          report on assessment of the Servicer’s compliance with the servicing criteria
          set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
          in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
          of
          1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
          report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
          servicing reports, officer’s certificates and other information relating to the
          servicing of the Mortgage Loans by the Servicer during 200[ ] that were
          delivered by the Servicer to the Trustee pursuant to the Agreement
          (collectively, the “Servicing Information”);

        


        2.  Based
          on
          my knowledge, the Servicing 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 the light of the circumstances under which
          such
          statements were made, not misleading with respect to the period of time
          covered
          by the Servicing Information;

        


        3.  Based
          on
          my knowledge, all of the Servicing Information required to be provided
          by the
          Servicer under the Agreement has been provided to the Depositor or the
          Trustee,
          as applicable;

        


        4.  I
          am
          responsible for reviewing the activities performed by the Servicer as servicer
          under the Servicing Agreement (the “Pooling and Servicing Agreement”) relating
          to the above-referenced Series, among IndyMac MBS, Inc., as Depositor,
          IndyMac
          Bank, F.S.B., as Seller and Servicer, and Deutsche Bank National Trust
          Company,
          as Trustee and Supplemental Interest Trustee and based on my knowledge
          and the
          compliance review conducted in preparing the Compliance Statement and except
          as
          disclosed in the Compliance Statement, the Pooling and Servicing Assessment
          or
          the Attestation Report, the Servicer has fulfilled its obligations under
          the
          Agreement in all material respects; and

        


        5.  The
          Compliance Statement required to be delivered by the Servicer pursuant
          to the
          Pooling and Servicing Agreement, and the Servicing Assessment and Attestation
          Report required to be provided by the Servicer and by any Reporting
          Subcontractor pursuant to the Agreement, have been provided to the
          Depositor.  Any material instances of noncompliance described in such
          reports have been disclosed to the Depositor.  Any material instance
          of noncompliance with the Servicing Criteria has been disclosed in such
          reports.


        
          
            
            

          

          
            U-1

            
              

            

          

          
            
            

          

        


        
          	 	[SERVICER]	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	Date: 	 	 


        

        


         

        


        
          
            
            

          

          
            U-2