efc8-0033_6458910ex41.htm


    Exhibit
      4.1

     

     

    
 

    
      
        
          

        



    

     

    IndyMac
      MBS, Inc.

    Depositor

     

    IndyMac
      Bank, F.S.B.

    Seller
      and Servicer

     

    Deutsche
      Bank National Trust Company

    Trustee

     

    ________________________________________

     

    Pooling
      and Servicing Agreement

    Dated
      as
      of December 1, 2007

    ________________________________________

     

    IndyMac
      IMJA Mortgage Loan Trust

    2007-A4

     

    Mortgage
      Pass-Through Certificates

    Series
      2007-A4

     

    
      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    TABLE
      OF CONTENTS

    
      Page

       

      
        	
                ARTICLE
                  ONE DEFINITIONS

              	
                5

              
	 	 
	
                Section
                  1.01

              	
                Definitions.

              	
                5

              
	
                Section
                  1.02

              	
                Rules
                  of Construction.

              	
                35

              
	 	 
	
                ARTICLE
                  TWO CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                  WARRANTIES

              	
                37

              
	 	 
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              	
                37

              
	
                Section
                  2.02

              	
                Acceptance
                  by the Trustee of the Mortgage Loans.

              	
                40

              
	
                Section
                  2.03

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

              	
                42

              
	
                Section
                  2.04

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

              	
                44

              
	
                Section
                  2.05

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions.

              	
                44

              
	
                Section
                  2.06

              	
                Execution
                  and Delivery of Certificates.

              	
                45

              
	
                Section
                  2.07

              	
                REMIC
                  Matters.

              	
                45

              
	 	 
	
                ARTICLE
                  THREE ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

              	
                46

              
	 	 
	
                Section
                  3.01

              	
                Servicer
                  to Service Mortgage Loans.

              	
                46

              
	
                Section
                  3.02

              	
                [Reserved].

              	
                47

              
	
                Section
                  3.03

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

              	
                47

              
	
                Section
                  3.04

              	
                [Reserved].

              	
                47

              
	
                Section
                  3.05

              	
                Trustee
                  to Act as Servicer.

              	
                47

              
	
                Section
                  3.06

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

              	
                47

              
	
                Section
                  3.07

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

              	
                50

              
	
                Section
                  3.08

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                51

              
	
                Section
                  3.09

              	
                Permitted
                  Withdrawals from the Certificate Account and the Distribution
                  Account.

              	
                51

              
	
                Section
                  3.10

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              	
                52

              
	
                Section
                  3.11

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

              	
                54

              
	
                Section
                  3.12

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                55

              
	
                Section
                  3.13

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                57

              
	
                Section
                  3.14

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

              	
                57

              
	
                Section
                  3.15

              	
                Servicing
                  Compensation.

              	
                58

              
	
                Section
                  3.16

              	
                Access
                  to Certain Documentation.

              	
                58

              
	
                Section
                  3.17

              	
                Annual
                  Statement as to Compliance.

              	
                58

              
	
                Section
                  3.18

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

              	
                59

              
	
                Section
                  3.19

              	
                [Reserved].

              	
                59

              
	
                Section
                  3.20

              	
                Prepayment
                  Charges.

              	
                59

              
	
                Section
                  3.21

              	
                Late
                  Payment Fees.

              	
                60

              


      

       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	 	 
	
                ARTICLE
                  FOUR DISTRIBUTIONS AND ADVANCES BY THE SERVICER

              	
                61

              
	 	 
	
                Section
                  4.01

              	
                Advances.

              	
                61

              
	
                Section
                  4.02

              	
                Priorities
                  of Distribution.

              	
                62

              
	
                Section
                  4.03

              	
                [Reserved].

              	
                65

              
	
                Section
                  4.04

              	
                [Reserved].

              	
                65

              
	
                Section
                  4.05

              	
                Allocation
                  of Realized Losses.

              	
                65

              
	
                Section
                  4.06

              	
                Monthly
                  Statements to Certificateholders.

              	
                66

              
	
                Section
                  4.07

              	
                [Reserved].

              	
                70

              
	
                Section
                  4.08

              	
                [Reserved].

              	
                70

              
	
                Section
                  4.09

              	
                Determination
                  of Pass-Through Rates for LIBOR Certificates.

              	
                70

              
	 	 
	
                ARTICLE
                  FIVE THE CERTIFICATES

              	
                73

              
	 	 
	
                Section
                  5.01

              	
                The
                  Certificates.

              	
                73

              
	
                Section
                  5.02

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                73

              
	
                Section
                  5.03

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                77

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners.

              	
                77

              
	
                Section
                  5.05

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                78

              
	
                Section
                  5.06

              	
                Maintenance
                  of Office or Agency.

              	
                78

              
	 	 
	
                ARTICLE
                  SIX THE DEPOSITOR AND THE SERVICER

              	
                79

              
	 	 
	
                Section
                  6.01

              	
                Respective
                  Liabilities of the Depositor and the Servicer.

              	
                79

              
	
                Section
                  6.02

              	
                Merger
                  or Consolidation of the Depositor or the Servicer.

              	
                79

              
	
                Section
                  6.03

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

              	
                79

              
	
                Section
                  6.04

              	
                Limitation
                  on Resignation of the Servicer.

              	
                80

              
	 	 	 
	
                ARTICLE
                  SEVEN DEFAULT

              	 	
                81

              
	 	 	 
	
                Section
                  7.01

              	
                Events
                  of Default.

              	
                81

              
	
                Section
                  7.02

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                82

              
	
                Section
                  7.03

              	
                Notification
                  to Certificateholders.

              	
                84

              
	 	 
	
                ARTICLE
                  EIGHT CONCERNING THE TRUSTEE

              	
                85

              
	 	 
	
                Section
                  8.01

              	
                Duties
                  of the Trustee.

              	
                85

              
	
                Section
                  8.02

              	
                Certain
                  Matters Affecting the Trustee.

              	
                85

              
	
                Section
                  8.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                87

              
	
                Section
                  8.04

              	
                Trustee
                  May Own Certificates.

              	
                87

              
	
                Section
                  8.05

              	
                Trustee’s
                  Fees and Expenses.

              	
                87

              
	
                Section
                  8.06

              	
                Eligibility
                  Requirements for the Trustee.

              	
                88

              
	
                Section
                  8.07

              	
                Resignation
                  and Removal of the Trustee.

              	
                88

              
	
                Section
                  8.08

              	
                Successor
                  Trustee.

              	
                89

              
	
                Section
                  8.09

              	
                Merger
                  or Consolidation of the Trustee.

              	
                90

              
	
                Section
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                90

              
	
                Section
                  8.11

              	
                Tax
                  Matters.

              	
                91

              
	 	 
	
                ARTICLE
                  NINE TERMINATION

              	
                94

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  9.01

              	
                Termination
                  upon Liquidation or Purchase of the Mortgage Loans.

              	
                94

              
	
                Section
                  9.02

              	
                Final
                  Distribution on the Certificates.

              	
                95

              
	
                Section
                  9.03

              	
                Additional
                  Termination Requirements.

              	
                96

              
	 	 
	
                ARTICLE
                  TEN MISCELLANEOUS PROVISIONS

              	
                97

              
	 	 
	
                Section
                  10.01

              	
                Amendment.

              	
                97

              
	
                Section
                  10.02

              	
                Recordation
                  of Agreement; Counterparts.

              	
                98

              
	
                Section
                  10.03

              	
                Governing
                  Law.

              	
                99

              
	
                Section
                  10.04

              	
                Intention
                  of Parties.

              	
                99

              
	
                Section
                  10.05

              	
                Notices.

              	
                99

              
	
                Section
                  10.06

              	
                Severability
                  of Provisions.

              	
                100

              
	
                Section
                  10.07

              	
                Assignment.

              	
                100

              
	
                Section
                  10.08

              	
                Limitation
                  on Rights of Certificateholders.

              	
                100

              
	
                Section
                  10.09

              	
                Inspection
                  and Audit Rights.

              	
                101

              
	
                Section
                  10.10

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                101

              
	
                Section
                  10.11

              	
                Official
                  Record.

              	
                101

              
	
                Section
                  10.12

              	
                Protection
                  of Assets.

              	
                102

              
	
                Section
                  10.13

              	
                Qualifying
                  Special Purpose Entity.

              	
                102

              
	 	 
	
                ARTICLE
                  ELEVEN EXCHANGE ACT REPORTING

              	
                103

              
	 	 
	
                Section
                  11.01

              	
                Filing
                  Obligations.

              	
                103

              
	
                Section
                  11.02

              	
                Form
                  10-D Filings.

              	
                103

              
	
                Section
                  11.03

              	
                Form
                  8-K Filings.

              	
                104

              
	
                Section
                  11.04

              	
                Form
                  10-K Filings.

              	
                104

              
	
                Section
                  11.05

              	
                Sarbanes-Oxley
                  Certification.

              	
                107

              
	
                Section
                  11.06

              	
                Form
                  15 Filing.

              	
                107

              
	
                Section
                  11.07

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                107

              
	
                Section
                  11.08

              	
                Use
                  of Subcontractors.

              	
                109

              
	
                Section
                  11.09

              	
                Amendments.

              	
                109

              


      

    

     

     

    
      
        
        

      

      
        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 (other than the Notional Amount
                  Certificates)

              	
                A-1

              
	 	 	 
	
                Exhibit
                  B:

              	
                Form
                  of Subordinated Certificate

              	
                B-1

              
	 	 	 
	
                Exhibit
                  C:

              	
                Form
                  of Class A-R Certificate

              	
                C-1

              
	 	 	 
	
                Exhibit
                  D:

              	
                Form
                  of Notional Amount Certificate

              	
                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-1-1

              
	 	 	 
	
                Exhibit
                  O-2:

              	
                Form
                  of Trustee’s Officer’s Certificate

              	
                O-2-1

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  P:

              	
                [Reserved]

              	
                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 (the “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.  The Trust Fund (exclusive of any
      amounts in respect of waived Prepayment Charges paid by the Servicer to the
      Class P Certificates 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)) for federal income tax purposes will consist of
      one
      real estate mortgage investment conduit (the “Master
      REMIC”).  Each Certificate, other than the Class A-R and Class
      L Certificates, will represent ownership of one or more regular interests in
      the
      Master REMIC for purposes of the REMIC Provisions.  The Class A-R
      represents ownership of the sole class of residual interest in the Master
      REMIC.  The Master REMIC will hold as assets all property of the Trust
      Fund (exclusive of any amounts in respect of waived Prepayment Charges paid
      by
      the Servicer to the Class P Certificates 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)).  For federal income tax
      purposes, each Certificate (other than the Class A-R and Class L Certificates)
      is hereby designated as a regular interest in the Master REMIC.  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
      Certificates pursuant to Section 3.20(b) will be treated as paid directly by
      the
      Servicer to the Class P Certificates and not as paid by or through any REMIC
      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 or by
      or
      through the Grantor Trust described in this Agreement.

     

    


     

    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 each Class of
      Certificates may be issued in a different amount):

     

    
      	
              Class
                Designation

            	 	
              Initial
                Class Certificate Balance or Notional Amount

            	 	 	
              Pass-Through
                Rate

            	 	 	
              Minimum
                Denomination

            	 	 	
              Integral
                Multiples in Excess of Minimum

            	 
	
              Class
                A-1

            	 	$	158,770,000	 	 	 	6.25	%	 	$	1,000	 	 	$	1	 
	
              Class
                A-2

            	 	$	11,601,900	 	 	 	6.25	%	 	$	25,000	 	 	$	1	 
	
              Class
                PO

            	 	$	733,508	 	 	 	N/A	(3)	 	$	100,000	 	 	$	1	 
	
              Class
                A-X

            	 	$	18,464,687	(1)	 	 	6.50	%	 	$	100,000	(2)	 	$	1	(2)
	
              Class
                A-R

            	 	$	100	 	 	 	6.25	%	 	$	100	 	 	 	N/A	 
	
              Class
                B-1

            	 	$	7,491,000	 	 	 	6.25	%	 	$	100,000	 	 	$	1	 
	
              Class
                B-2

            	 	$	1,370,000	 	 	 	6.25	%	 	$	100,000	 	 	$	1	 
	
              Class
                B-3

            	 	$	913,000	 	 	 	6.25	%	 	$	100,000	 	 	$	1	 
	
              Class
                B-4

            	 	$	731,000	 	 	 	6.25	%	 	$	100,000	 	 	$	1	 
	
              Class
                B-5

            	 	$	640,000	 	 	 	6.25	%	 	$	100,000	 	 	$	1	 
	
              Class
                B-6

            	 	$	457,064.47	 	 	 	6.25	%	 	$	100,000	 	 	$	1	 
	
              Class
                P

            	 	$	100	 	 	 	N/A	(4)	 	$	100	 	 	 	N/A	 
	
              Class
                L

            	 	 	N/A	 	 	 	N/A	(5)	 	 	(5	)	 	 	(5	)


    

    


    
      	
              (1)

            	
              This
                Class of Certificates will be Notional Amount Certificates, will
                have no
                Class Certificate Balance and will bear interest on its Notional
                Amount.
                

            


    

     

    
      	
              (2)

            	
              Denomination
                is based on Notional Amount. 

            


    

     

    
      	
              (3)

            	
              The
                Class PO Certificates are Principal Only Certificates and are not
                entitled
                to receive distributions of interest.


            


    

     

    
      	
              (4)

            	
              The
                Class P Certificates will not be entitled to any interest, but will
                be
                entitled to 100% of any Prepayment Charges paid on the Mortgage Loans.
                For
                federal income tax purposes, all amounts in respect of waived Prepayment
                Charges paid by the Servicer to the Class P Certificates pursuant
                to
                Section 3.20(b) will be treated as paid directly by the Servicer
                to the
                Class P Certificates and not as paid by or through any REMIC created
                hereunder. The Class P Certificates shall be issued as a single
                certificate. 

            


    

     

    
      	
              (5)

            	
              The
                Class L Certificates will not evidence an interest in any REMIC and
                will
                not be entitled to any interest but will be entitled to 100% of the
                Late
                Payment Fees collected. 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 shall be issued as a
                single certificate. 

            


    

     

    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.

     

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

     

    
      	
              Accretion
                Directed Certificates

            	
              None.

            
	 	 
	
              Accrual
                Certificates

            	
              None.

            
	 	 
	
              Book-Entry
                Certificates

            	
              All
                Classes of Certificates other than the Physical
                Certificates.

            
	 	 
	
              COFI
                Certificates

            	
              None.

            
	 	 
	
              Component
                Certificates

            	
              None.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Components

            	
              None.

            
	 	 
	
              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
                of any
                Class that ceases to have a rating of BBB- (or its equivalent) or
                better
                from at least one Rating Agency.

            
	 	 
	
              LIBOR
                Certificates

            	
              None.

              
              

            
	 	 
	
              Non-Delay
                Certificates

            	
              None.

            
	 	 
	
              Notional
                Amount Certificates

            	
              Class
                A-X Certificates

              
              

            
	 	 
	
              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

            	
              Class
                PO Certificates.

            
	 	 
	
              Private
                Certificates

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

            
	 	 
	
              Senior
                Certificates

            	
              Class
                A-1, Class A-2, Class A-X, Class PO and Class A-R
                Certificates

            
	 	 
	
              Subordinated
                Certificates

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

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              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.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    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.

     

    Advance:  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 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
      Planned
      Balance:  Not applicable.

     

    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 the
      Subordinated Certificates immediately prior to such Distribution Date and the
      denominator of which 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    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 any Mortgage Loan (i)
      [reserved]; (ii) with respect to the Class PO Certificates, zero and (iii)
      with
      respect to each other Class of Certificates the product of (a) the lesser of
      (I)
      the ratio that the Required Coupon bears to such Adjusted Net Mortgage Rate
      of
      such Mortgage Loan and (II) one, multiplied by (b) the ratio that the amount
      calculated with respect to such Distribution Date for such Class, 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 aggregate amount calculated with respect to such
      Distribution Date for each such Class of Certificates pursuant to clause (i)
      of
      the definition of Class Optimal Interest Distribution Amount (without giving
      effect to any reduction of such amounts pursuant to Section
      4.02(d)).

     

    Amount
      Available
      for Senior Principal:  As to any Distribution Date, the
      Available Funds for such Distribution Date, reduced by the aggregate amount
      distributable (or allocable to the Accrual Amount, if applicable) on such
      Distribution Date in respect of interest on the Senior Certificates pursuant
      to
      Section 4.02(a)(1)(iii).

     

    Amount
      Held for
      Future Distribution:  As to any Distribution Date, the
      aggregate amount held in the Certificate Account at the close of business on
      the
      related Determination Date on account of (i) Principal Prepayments received
      after the last day of the related Prepayment Period and Liquidation Proceeds
      and
      Subsequent Recoveries received in the month of such Distribution Date and (ii)
      all Scheduled Payments 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; and (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.

     

    Available
      Funds:  As to any Distribution Date, 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, net of the
      Amount Held for Future Distribution, net of Prepayment Charges, the $100 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) - (ii), inclusive, of Section
      3.09(b), (b) the amount of the related Advance, (c) in connection with
      Defective Mortgage Loans, 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
      Certificates will be entitled to all Prepayment Charges, and 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.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

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

     

    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:  As of any date of determination, the
      Bankruptcy Loss Coverage Amount shall equal the Initial Bankruptcy Loss Coverage
      Amount as reduced by (i) the aggregate amount of Bankruptcy Losses allocated
      to
      the Certificates since the Cut-off Date and (ii) any permissible reductions
      in
      the Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating
      Agency to the Trustee to the effect that any such reduction will not result
      in a
      downgrading, qualification or withdrawal of the then current ratings assigned
      to
      the Classes of Certificates rated by it.

     

    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.

     

    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 IMJA Mortgage Loan Trust 2007-A4, Mortgage
      Pass-Through Certificates, Series 2007-A4.”

     

    Certificate
      Balance: With respect to any Certificate (other than the Notional Amount
      Certificates and 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 increase
      in
      the Certificate Balance of such Certificate pursuant to Section 4.02 due to
      the
      receipt of Subsequent Recoveries, (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 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Certificates,
      plus the
      Accrual Amount added to the Class Certificate Balance of such Class prior to
      such date.  The Notional Amount Certificates and the Class L
      Certificates do not have Certificate Balances.

     

    Certificate
      Group:  Not applicable.

     

    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.

     

    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.

     

    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
      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 interest-bearing
      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
      Optimal
      Interest Distribution Amount:  With respect to any Distribution
      Date and interest-bearing Class, 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 Notional Amount, as
      applicable, 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 Certificates will accrue interest on the basis
      of a 360-day year consisting of twelve 30-day months.

     

    Class
      PO Deferred
      Amount:  As to any Distribution Date, the aggregate of the
      applicable PO Percentage of each Realized Loss, other than any Excess Loss,
      on a
      Discount Mortgage Loan to be 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    allocated
      to the Class PO Certificates on such Distribution Date on or prior to the Senior
      Credit Support Depletion Date or previously allocated to that Class PO
      Certificates and not yet paid to the Holders of the Class PO
      Certificates.

     

    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 28, 2007.

     

    CMT
      Index:
Not applicable.

     

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

     

    COFI:  Not
      applicable.

     

    COFI
      Certificates:  Not applicable.

     

    Commission:  The
      United States Securities and Exchange Commission.

     

    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
      Balance:  Not applicable.

     

    Component
      Certificates:  As specified in the Preliminary
      Statement.

     

    Component
      Notional Amount:  Not applicable.

     

    Components:  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.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    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-IN07J4 (IndyMac MBS, Inc., IndyMac
      IMJA Mortgage Loan Trust 2007-A4, Mortgage Pass-Through Certificates, Series
      2007-A4), and which is the address to which notices to and correspondence with
      the Trustee should be directed.  The office of the Certificate
      Registrar for 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.

     

    Corridor
      Contract:  Not applicable.

     

    Corridor
      Contract
      Termination Date:  Not applicable.

     

    Cross-over
      Situation:  Not applicable.

     

    Cut-off
      Date:  December 1, 2007.

     

    Cut-off
      Date Pool
      Principal Balance:  $182,707,572.69.

     

    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.

     

    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, not later than the Closing Date,
      and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (B)           
      for the remaining 30% of the Mortgage Loans, 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.

     

    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.

     

    Derivative
      Notional Balance:  Not applicable.

     

    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.

     

    Discount
      Mortgage
      Loan:  Any Mortgage Loan with an Adjusted Net Mortgage Rate
      that is less than the Required Coupon.

     

    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 IMJA Mortgage Loan
      Trust 2007-A4, Mortgage Pass-Through Certificates, Series 2007-A4.” 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.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    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 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).

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Event
      of
      Default:  As defined in Section 7.01.

     

    Excess
      Loss:  The amount of any (i) Fraud Loss on the Mortgage Loans
      realized after the Fraud Loss Coverage Termination Date, (ii) Special Hazard
      Loss on the Mortgage Loans realized after the Special Hazard Coverage
      Termination Date or (iii) Bankruptcy Loss on the Mortgage Loans realized after
      the Bankruptcy Coverage Termination Date.

     

    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.

     

    Expense
      Fee
      Rate:  As to each Mortgage Loan, the sum of (a) the related
      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 IMJA 2007-A4, 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.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

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

     

    Fraud
      Loss
      Coverage Amount:  As of the Closing Date, $5,481,227, subject
      to reduction from time to time, by the amount of Fraud Losses allocated to
      the
      Certificates.  In addition, on each anniversary of the Cut-off Date,
      the Fraud Loss Coverage Amount will be reduced as follows: (a) on the first,
      second, third and fourth anniversaries of the Cut-off Date, to an amount equal
      to the lesser of (i) 2% of the then current Stated Principal Balance of the
      Mortgage Loans in the case of the first anniversary and 1.00% as of the second,
      third and fourth such anniversaries and (ii) the excess of the Fraud Loss
      Coverage Amount as of the preceding anniversary of the Cut-off Date over the
      cumulative amount of Fraud Losses allocated to the Certificates since such
      preceding anniversary; and (b) on the fifth anniversary of the Cut-off Date,
      to
      zero.

     

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

     

    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.

     

    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.

     

    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: $150,000.

     

    Initial
      Component
      Balance:  As specified in the Preliminary
      Statement.

     

    Initial
      LIBOR
      Rate:  Not applicable.

     

    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 one-month period commencing on
      the
      25th
      day of the month preceding the month in which such Distribution Date occurs
      and
      ending on the 24th
      day of
      the 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    month
      in
      which such Distribution Date occurs.  All Classes of Certificates will
      accrue interest on the basis of a 360-day year consisting of twelve 30-day
      months.

     

    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
      Settlement Rate:  As defined in Section 4.09.

     

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

     

    Last
      Scheduled
      Distribution Date:  The Distribution
      Date in the month immediately following the month of the latest scheduled
      maturity date for any of the Mortgage Loans.

     

    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 4.09.

     

    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:  Not applicable.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      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.

     

    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.

     

    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
      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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    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:

     

    
      	
               

            	
              (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
                Loan-to-Value Ratio at origination;


            


    

     

    
      	
               

            	
              (ix)

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

            


    

     

    
      	
               

            	
              (x)

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

            


    

     

    
      	
               

            	
              (xi)

            	
              the
                Mortgage Rate; 

            


    

     

    
      	
               

            	
              (xii)

            	
              the
                purpose for the Mortgage Loan; 

            


    

     

    
      	
               

            	
              (xiii)

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

            


    

     

    
      	
               

            	
              (xiv)

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

            


    

     

    
      	
               

            	
              (xv)

            	
              the
                Servicing Fee Rate; 

            


    

     

    
      	
               

            	
              (xvi)

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

            


    

     

    
      	
               

            	
              (xvii)

            	
              the
                coverage amount of any mortgage insurance;


            


    

     

    
      	
               

            	
              (xviii)

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

            


    

     

    
      	
               

            	
              (xix)

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

            


    

     

    
      	
               

            	
              (xx)

            	
              a
                code indicating whether the Mortgage Loan is subject to a buydown
                agreement; 

            


    

     

    
      	
               

            	
              (xxi)

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

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (xxii)

            	
              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.

     

    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, the amount,
      if any, by which the aggregate of the Prepayment Interest Shortfalls for such
      Distribution Date exceeds the Compensating Interest for such Distribution
      Date.

     

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

     

    Non-Discount
      Mortgage Loan:  Any Mortgage Loan with an Adjusted Net Mortgage
      Rate that is greater than or equal to the Required Coupon.

     

    Non-PO
      Formula
      Principal Amount:  As to any Distribution Date, the sum of (i)
      the applicable Non-PO Percentage of (a) all monthly payments of principal due
      on
      each Mortgage Loan on the related Due Date, (b) the principal portion of the
      purchase price of each Mortgage Loan that was repurchased by the Seller pursuant
      to this Agreement as of such Distribution Date, excluding any Mortgage Loan
      that
      was repurchased pursuant to Section 3.12, (c) the Substitution Adjustment Amount
      in connection with any Deleted Mortgage Loan received with respect to such
      Distribution Date, (d) any Insurance Proceeds or Liquidation Proceeds allocable
      to recoveries of principal of Mortgage Loans 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 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, and (f) all partial and full
      Principal Prepayments received during the related Prepayment Period and (ii)
      (A)
      any Subsequent Recoveries received during the calendar month preceding the
      month
      of such Distribution Date, or (B) with respect to Subsequent Recoveries
      attributable to a Discount Mortgage Loan that incurred (1) an Excess Loss or
      (2)
      a Realized Loss after the Senior Credit Support Depletion Date, the Non-PO
      Percentage of any Subsequent Recoveries received during the calendar month
      preceding the month of such Distribution Date.

     

    Non-PO
      Percentage:  As to any Discount Mortgage Loan, a fraction
      (expressed as a percentage) the numerator of which is the Adjusted Net Mortgage
      Rate of such Discount Mortgage Loan and the denominator of which is the Required
      Coupon.  As to any Non-Discount Mortgage Loan, 100%.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    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: With respect to the Interest Accrual Period for any Distribution
      Date and the Class A-X Certificates, an amount equal to the product of (i)
      a
      fraction, the numerator of which is the excess of (a) the weighted average
      of
      the Adjusted Net Mortgage Rates of the Non-Discount Mortgage Loans, weighted
      on
      the basis of their respective Stated Principal Balances as of the first day
      of
      the related Due Period (after giving effect to Principal Prepayments received
      in
      the Prepayment Period ending during that Due Period) over (b) 6.25%, and the
      denominator of which is 6.50% and (ii) the aggregate Stated Principal Balance
      of
      the Non-Discount Mortgage Loans as of the first day of the related Due Period
      (after giving effect to Principal Prepayments received in the Prepayment Period
      ending during that Due Period).

     

    Notional
      Amount
      Certificates:  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, (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.

     

    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, 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                                                      
                

            	 	 	6.35	%
	
              Class B-2                                                      
                

            	 	 	2.25	%
	
              Class B-3                                                      
                

            	 	 	1.50	%
	
              Class B-4                                                      
                

            	 	 	1.00	%
	
              Class B-5                                                      
                

            	 	 	0.60	%
	
              Class B-6                                                      
                

            	 	 	0.25	%


    

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    Original
      Subordinated Principal Balance:  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:  Not applicable.

     

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

     

    Pass-Through
      Rate:  For each interest-bearing 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 

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    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 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 S&P is not a Rating
      Agency and Moody’s is a Rating Agency, 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 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    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

     

    (vii)         any
      other Person so designated by the Depositor based on an Opinion of Counsel
      that
      the Transfer of an Ownership Interest in a Residual Certificate to the Person
      may cause any REMIC created hereunder 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.

     

    PO
      Formula
      Principal Amount:  As to any Distribution Date and the Class PO
      Certificates, the sum of (i) the sum of the applicable PO Percentage of (a)
      the
      principal portion of each Scheduled Payment (without giving effect, prior to
      the
      Bankruptcy Coverage Termination Date, to any reductions thereof caused by any
      Debt Service Reductions or Deficient Valuations) due on each Mortgage Loan
      on
      the related Due Date, (b) the Stated Principal Balance of each Mortgage Loan
      that was repurchased by the Seller or the Servicer pursuant to this Agreement
      as
      of such Distribution Date, excluding any Mortgage Loan that was repurchased
      pursuant to Section 3.12, (c) the Substitution Adjustment Amount in connection
      with any Deleted Mortgage Loan received with respect to such Distribution Date,
      (d) any Insurance Proceeds or Liquidation Proceeds allocable to recoveries
      of
      principal of Mortgage Loans 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 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 during the calendar month 

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    preceding
      the month of such Distribution Date, and (f) all Principal Prepayments with
      respect to the Mortgage Loans received during the related Prepayment Period,
      and
      (ii) with respect to Subsequent Recoveries attributable to a Discount Mortgage
      Loan that incurred (1) an Excess Loss or (2) a Realized Loss after the Senior
      Credit Support Depletion Date, the PO Percentage of any Subsequent Recoveries
      received during the calendar month preceding the month of such Distribution
      Date.

     

    PO
      Percentage:  As to any Discount Mortgage Loan, a fraction
      (expressed as a percentage) the numerator of which is the excess of the Required
      Coupon over the Adjusted Net Mortgage Rate of such Discount Mortgage Loan and
      the denominator of which is such Required Coupon.  As to any
      Non-Discount Mortgage Loan, 0%.

     

    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, all Principal Prepayments
      on the Mortgage Loans 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:  For any Distribution Date occurring during the
      five years beginning on the first Distribution Date, 0%.  For any
      Distribution Date occurring on or after the fifth anniversary of the first
      Distribution Date as follows:  for any Distribution Date in the first
      year thereafter, 30%; for any Distribution Date in the second year thereafter,
      40%; for any Distribution Date in the third year thereafter, 60%; for any
      Distribution Date in the fourth year thereafter, 80%; and for any Distribution
      Date thereafter, 100%.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

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

     

    Principal
      Balance
      Schedule:  Not applicable.

     

    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 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.

     

    Priority
      Amount:  Not applicable.

     

    Priority
      Percentage:  Not applicable.

     

    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 26, 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

     

    (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.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    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 Underwriter’s 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 that 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 and any Distribution Date, 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.

     

    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 Non-Delay
      Certificates as long as they are Book-Entry Certificates, the Business Day
      immediately prior to such Distribution Date.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    Reference
      Bank:  As defined in Section 4.09.

     

    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 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 Cap 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;

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    (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
      Coupon:  6.25% per annum.

     

    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.

     

    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).

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

    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.

     

    Scheduled
      Principal Distribution Amount:  Not applicable.

     

    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
      Liquidation Amount:  Not applicable.

     

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

     

    Senior
      Prepayment
      Percentage:  As to any Distribution Date during the five years
      beginning on the first Distribution Date, 100%.  The Senior Prepayment
      Percentage for any Distribution Date occurring on or after the fifth 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 Senior
      Percentage plus 70% of the Subordinated Percentage for such Distribution Date;
      for any Distribution Date in the second year 

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    thereafter,
      the Senior Percentage plus 60% of the Subordinated Percentage for such
      Distribution Date; for any Distribution Date in the third year thereafter,
      the
      Senior Percentage plus 40% of the Subordinated Percentage for such Distribution
      Date; for any Distribution Date in the fourth year thereafter, the Senior
      Percentage plus 20% of the Subordinated Percentage for such Distribution Date;
      and for any Distribution Date thereafter, the Senior Percentage for such
      Distribution Date (unless on any Distribution Date the Senior Percentage exceeds
      the initial Senior Percentage, in which case the Senior Prepayment Percentage
      for such Distribution Date will once again equal
      100%).  Notwithstanding the foregoing, no decrease in the Senior
      Prepayment Percentage will occur unless both Senior Step Down Conditions are
      satisfied.

     

    Senior
      Principal
      Distribution Amount:  As to any Distribution Date, the sum of
      (i) the Senior Percentage of the Non-PO Percentage of all amounts described
      in
      subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula
      Principal Amount for such Distribution Date, (ii) for each Mortgage Loan
      that became a Liquidated Mortgage Loan during the calendar month preceding
      the
      month of the Distribution Date, the lesser of (a) the Senior Percentage of
      the
      applicable Non-PO Percentage of the Stated Principal Balance of the Mortgage
      Loan and (b) either (x) if an Excess Loss was not sustained on the Liquidated
      Mortgage Loan during the preceding calendar month, the Senior Prepayment
      Percentage of the applicable Non-PO Percentage of the amount of the Liquidation
      Proceeds allocable to principal received on the Mortgage Loan or (y) if an
      Excess Loss was sustained on the Liquidated Mortgage Loan during the preceding
      calendar month, the Senior Percentage of the applicable Non-PO Percentage of
      the
      amount of the Liquidation Proceeds allocable to principal received on the
      Mortgage Loan, (iii) the Senior Prepayment Percentage of the applicable Non-PO
      Percentage of the amounts described in subclause (f) of clause (i) of the
      definition of Non-PO Formula Principal Amount for such Distribution Date, and
      (iv) the Senior Prepayment Percentage of any Subsequent Recoveries described
      in
      clause (ii) of the definition of Non-PO Formula Principal Amount for such
      Distribution Date; provided, however, that if a Bankruptcy Loss that is an
      Excess Loss is sustained with respect to a Mortgage Loan that is not a
      Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be
      reduced on the related Distribution Date by the Senior Percentage of the
      applicable Non-PO Percentage of the principal portion of such Bankruptcy
      Loss.

     

    Senior
      Step Down
      Conditions:  As to any Distribution Date: (i) the
      aggregate Stated Principal Balance of all Mortgage Loans 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 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 and (y)
      the
      aggregate amount of accrued interest that has been forgiven in connection with
      modifications of the Mortgage Loans, in each case from the Cut-off Date through
      the last day of the Due Period, does not exceed: (a) commencing with the
      Distribution Date on the fifth anniversary of the first Distribution Date,
      30%
      of the Original Subordinated Principal Balance, (b) commencing with the
      Distribution Date on the sixth anniversary of the first Distribution Date,
      35%
      of the Original Subordinated Principal Balance, (c) commencing with the
      Distribution Date on the seventh anniversary of the first Distribution Date,
      40%
      of the Original Subordinated Principal Balance, (d) commencing with the
      Distribution Date on the eighth anniversary of the first Distribution Date,
      45%
      of the Original Subordinated Principal Balance, and (e) commencing with the
      Distribution Date on the ninth anniversary of the first Distribution Date,
      50%
      of the Original Subordinated Principal Balance

     

    Senior
      Termination Date:  Not applicable.

     

    
      
        
        

      

      
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    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

     

    (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, the per annum rate specified on
      the Mortgage Loan Schedule.

     

    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.

     

    Shift
      Percentage:  For any Distribution Date occurring during the
      five years beginning on the first Distribution Date, 0%.  For any
      Distribution Date thereafter, 100%.

     

    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 

     

    
      
        
        

      

      
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    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;

     

    (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:  With respect to the first Distribution
      Date, $4,484,824.  With respect to any Distribution Date after the
      first Distribution Date, the lesser of (a) the greatest of (i) 1% of the
      aggregate of the principal balances of the Mortgage Loans, (ii) twice the
      principal balance of the largest Mortgage Loan and (iii) the aggregate of the
      principal balances of all Mortgage Loans secured by Mortgaged Properties located
      in the single California postal zip code area having the highest aggregate
      principal balance of any such zip code area and (b) the Special Hazard Loss
      Coverage Amount as of the Closing Date less the amount, if any, of Special
      Hazard Losses allocated to the Certificates since the Closing
      Date.  All principal balances for the purpose of this definition will
      be calculated as of the first day 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    of
      the
      calendar month preceding the month of such Distribution Date after giving effect
      to Scheduled Payments on the Mortgage Loans then due, whether or not
      paid.

     

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

     

    Subordinated
      Certificates:  As specified in the Preliminary
      Statement.

     

    Subordinated
      Percentage:  As to any Distribution Date, 100% minus the Senior
      Percentage for such Distribution Date.

     

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

     

    Subordinated
      Principal Distribution Amount:  As to any Distribution Date,
      the sum of the following: (i) the Subordinated Percentage of the applicable
      Non-PO Percentage of all amounts described in subclauses (a) through (d) of
      clause (i) of the definition of Non-PO Formula Principal Amount with respect
      to
      such Distribution Date, (ii) for each Mortgage Loan that became a
      Liquidated Mortgage Loan during the calendar month preceding the month of the
      Distribution Date, the applicable Non-PO Percentage of the portion of the
      Liquidation Proceeds allocable to principal received on the Mortgage Loan,
      after
      application of the amounts pursuant to clause (ii) of the definition of Senior
      Principal Distribution Amount, up to the Subordinated Percentage of the
      applicable Non-PO Percentage of the Stated Principal Balance of the Mortgage
      Loan, and (iii) the Subordinated Prepayment Percentage of the applicable
      Non-PO Percentage of the amounts described in subclause (f) of clause (i)
      and in clause (ii) of the definition of Non-PO Formula Principal Amount with
      respect to such Distribution Date, reduced by the amount of any payments in
      respect of Class PO Deferred Amounts for such Distribution Date.

     

    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.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    Substitute
      Mortgage Loan:  A Mortgage Loan substituted by the Seller for a
      Deleted Mortgage Loan that must, on the date of substitution, as confirmed
      in a
      Request for Release, substantially in the form of Exhibit M,

     

    (i)           have
      a Stated Principal Balance, after deduction of the principal portion of the
      Scheduled Payment due in the month of substitution, not in excess of, and not
      more than 10% less than, the Stated Principal Balance of the Deleted Mortgage
      Loan (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 Loan-to-Value Ratio no higher than that of the Deleted Mortgage
      Loan;

     

    (iv)         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;

     

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

     

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

     

    Substitution
      Adjustment Amount:  As defined in Section 2.03.

     

    Supplemental
      Interest Reserve Fund:  Not applicable.

     

    Supplemental
      Interest Trust:  Not applicable.

     

    Supplemental
      Interest Trustee:  Not applicable.

     

    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.

     

    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:  Not applicable.

     

    Transfer
      Payment
      Received:  Not applicable.

     

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

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    (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;

     

    (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;

     

    (v)         [reserved];
      and

     

    (vi)        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:  0.015% 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:  Not applicable.

     

    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;

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    (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.

     

    Unscheduled
      Principal Distribution Amount: For any Distribution Date, the sum of (i)
      the sum of (A) the Senior Liquidation Amount and (B) the amount set forth under
      clause (ii) of the definition of Subordinated Principal Distribution Amount,
      (ii) the Non-PO Percentage of the sum of the amounts set forth under subclause
      (f) of clause (i) of the definition of Non-PO Formula Principal Amount for
      such
      Distribution Date and (iii) any Subsequent Recoveries described in clause (ii)
      of the definition of Non-PO Formula Principal Amount for that Distribution
      Date.

     

    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 each Class of Notional Amount
      Certificates (the Voting Rights to be allocated among the holders of
      Certificates of each Class in accordance with their respective Percentage
      Interests), (b) 1% of all Voting Rights shall be allocated to the Holder of
      the
      Class A-R Certificates and (c) the remaining Voting Rights shall be allocated
      among Holders of the remaining Classes of Senior and Subordinated Certificates
      in proportion to the Certificate Balances of the respective Certificates on
      the
      date.

     

    Yield
      Supplement
      Amount:  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.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

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

     

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

     

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

     

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

     

    (g)  In
      the computation of a period of time from a specified date to a later specified
      date or an open-ended period, the words “from” and “beginning” mean “from and
      including,” the word “after” means “from but excluding,” the words “to” and
“until” mean “to but excluding,” and the word “through” means “to and
      including.” Likewise, in setting deadlines or other periods, “by” means “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 $100 into the Certificate Account for the benefit of
      the
      Class P 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.

     

    (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 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    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 each assumption, modification, written assurance, or
      substitution agreement;

     

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

     

    (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.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    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

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    (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 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, as certified
      by the Servicer.  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 and warranties made by the Seller set forth in
      clause (28) 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 

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    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, 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.

     

    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.  Any substitution shall not be
      effected before the delivery to the Trustee of the Opinion of Counsel, if
      required by Section 2.05, and any substitution 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.

     

    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


     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    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 (28) and (33) 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.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    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 to a
      Mortgage Loan in excess of the 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    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.

     

    (a)           
      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.

     

    (b)           
      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.

     

    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.

     

    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.

     

    (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, to the extent provided in 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 

     

    
      
        
        

      

      
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    days.  In
      connection with a Mortgage Loan that is in default, or with respect to which
      default is 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 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;

     

    
      
        
        

      

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

     

    (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 

     

    
      
        
        

      

      
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    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 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)  [reserved].

     

    (h)  [reserved].

     

    (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 not later than 30 days and not more than 45 days prior
      to any change of this Agreement.

     

    (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 

     

    
      
        
        

      

      
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    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 and the Distribution
      Account.

     

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

     

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

     

    (ii)          to
      reimburse the Servicer 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;

     

    
      
        
        

      

      
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    (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(b), 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
      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.

     

    (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.

     

    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

     

    
      
        
        

      

      
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    (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 Capitalized
      Advances.  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,
      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 

     

    
      
        
        

      

      
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    Mortgage
      Loans.  Any amounts collected by the Servicer under any Primary
      Insurance Policies shall be deposited in the Certificate Account.

     

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

     

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

     

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

     

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

     

    (b)  Subject
      to the Servicer’s duty to enforce any due-on-sale clause to the extent 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


     

    
      
        
        

      

      
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    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 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.

     

    
      
        
        

      

      
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    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 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 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 

     

    
      
        
        

      

      
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    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 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
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    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.

     

    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.

     

    
      
        
        

      

      
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    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                                
[Reserved].

     

    Section
      3.20                                
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 Certificates, 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 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 Certificates 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.

     

    
      
        
        

      

      
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    Section
      3.21                                
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 covenant 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 

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

     

    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.

     

    Section
      4.02                                
Priorities of Distribution.

     

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

     

    (i)           
      concurrently, to each interest-bearing Class of 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 prior to the Accrual
      Termination Date, the Accrual Amount shall be distributed as provided in Section
      4.02(a)(1)(ii);

     

    (ii)           [reserved];

     

    (iii)          concurrently,
      to the Classes of Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              to
                the Class PO Certificates the PO Formula Principal Amount until its
                Class
                Certificate Balance is reduced to zero; and


            


    

     

    
      	
               

            	
              (B)

            	
              the
                Non-PO Formula Principal Amount up to the amount of the Senior Principal
                Distribution Amount for such Distribution Date will be distributed
                in the
                following priority: 

            


    

     

    (1)
      to
      the Class A-R Certificates, until its Class Certificate Balance is reduced
      to
      zero; and

     

    (2)
      concurrently, to the Class A-1 and Class A-2 Certificates, pro rata, until
      their
      respective Class Certificate Balances are reduced to zero.

     

    (iv)          to
      the Class PO Certificates, any Class PO Deferred Amount, up to an amount not
      to
      exceed the amount calculated pursuant to the definition of Subordinated
      Principal Distribution Amount actually received or advanced for such
      Distribution Date (with such amount to be allocated first from amounts
      calculated pursuant to (i) and (ii) and then (iii) of the definition of
      Subordinated Principal Distribution Amount;

     

    (2)           
      On each Distribution Date, Available Funds remaining after making the
      distributions described in Section 4.02(a)(1) will be distributed to the
      Subordinated Certificates and the Class A-R Certificates, subject to paragraph
      4.02(e) below, in the following 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; 

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

     

     

    
      	
               

            	
              (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;


            


    

     

    (3)           
      to the Class A-R Certificates, any remaining funds; provided, that such amounts
      shall not include the $100 held in trust for the Class P
      Certificates.

     

    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 Certificates.  On the Distribution Date immediately following
      the expiration of the latest Prepayment Charge Period of the Mortgage Loans,
      the


     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    $100
      held
      in trust for the Class P Certificates will be distributed to the Class P
      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.

     

    On
      any
      Distribution Date, amounts distributed in respect of Class PO Deferred Amounts
      will not reduce the Class Certificate Balance of the Class PO
      Certificates.

     

    On
      any
      Distribution Date, to the extent the Amount Available for Senior Principal
      is
      insufficient to make the full distribution required to be made pursuant to
      Section 4.02(a)(1)(iii), (A) the amount distributable on the Class PO
      Certificates in respect of principal shall be equal to the product of (1) the
      Amount Available for Senior Principal and (2) a fraction, the numerator of
      which
      is the PO Formula Principal Amount and the denominator of which is the sum
      of
      such PO Formula Principal Amount and the Senior Principal Distribution Amount
      and (B) the amount distributable on the Senior Certificates other than the
      Class
      PO Certificates, in respect of principal shall be equal to the product of (1)
      such Amount Available for Senior Principal and (2) a fraction, the numerator
      of
      which is the Senior Principal Distribution Amount and the denominator of which
      is the sum of such Senior Principal Distribution Amount and the PO Formula
      Principal Amount.

     

    (b)  On
      each Distribution Date prior to and including the Accrual Termination Date,
      the
      Accrual Amount for such Distribution Date shall not (except as provided in
      the
      second to last sentence in this paragraph) be distributed as interest with
      respect to the Class of Accrual Certificates, but shall instead be added to
      the
      Class Certificate Balance of such Class on the related Distribution
      Date.  With respect to any Distribution Date prior to and including
      the Accrual Termination Date on which principal payments on
      the  Class of Accrual Certificates are distributed pursuant to
      Section 4.02(a)(1)(ii), the related Accrual Amount shall be deemed to have
      been
      added on such Distribution Date to the Class Certificate Balance (and
      included in the amount distributable on the related Classes of Accretion
      Directed Certificates pursuant to Section 4.02(a)(1)(ii) for such Distribution
      Date) and the related distribution thereon shall be deemed to have been applied
      concurrently towards the reduction of all or a portion of the amount so added
      and, to the extent of any excess, towards the reduction of the
      Class Certificate Balance of such Class of Accrual Certificates
      immediately prior to such Distribution Date. Notwithstanding any such
      distribution, each such Class shall continue to be a Class of Accrual
      Certificates on each subsequent Distribution Date until the Accrual Termination
      Date.

     

    (c)  [Reserved].

     

    (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 the related Class Optimal
      Interest Distribution Amount, without taking into account such Net Prepayment
      Interest Shortfalls and (ii) the related Class’ Allocable Share of (A) after the
      Special Hazard Coverage Termination Date, with respect to each Mortgage Loan
      (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) after the
      Bankruptcy Coverage Termination Date, with respect to each Mortgage Loan (or,
      after 

     

    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

     

    the
      Senior Credit Support Depletion Date, any 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 (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)
      after the Fraud Loss Coverage Termination Date, (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 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.

     

    (e)  Notwithstanding
      the priority and allocation contained in Section 4.02(a), 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)(2).  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 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.

     

    Section
      4.03                                
[Reserved].

     

    Section
      4.04                                
[Reserved].

     

    Section
      4.05                                
Allocation of Realized Losses.

     

    (a)  On
      each Distribution Date, the Trustee shall allocate, based on information
      delivered by the Servicer, the total amount of Realized Losses, including Excess
      Losses, with respect to such Distribution Date.  Realized Losses with
      respect to any Distribution Date shall be allocated as follows:

     

    (i)             
      the applicable PO Percentage of any Realized Loss, including any Excess Loss,
      shall be allocated to the Class PO Certificates until its Class Certificate
      Balance is reduced to zero; and

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

    (ii)             
      (A) the applicable Non-PO Percentage of any Realized Loss (other than any Excess
      Loss) 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, second to the Class A-2 Certificates, until its Class
      Certificate Balance is reduced to zero, and third, to the Class A-1
      Certificates, until its Class Certificate Balance is reduced to zero;
      and

     

     (B)
      the applicable Non-PO Percentage of any Excess Losses on the Mortgage Loans
      shall be allocated to the Classes of Senior Certificates (other than the Class
      PO Certificates and Notional Amount Certificates) and the Classes of
      Subordinated Certificates then outstanding, pro rata, on the basis of
      their respective Class Certificate Balances, in each case immediately prior
      to
      such Distribution Date and until the respective Class Certificate Balances
      thereof have been reduced to zero.

     

    (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 sum of (i) the amount of any payments on the
      Class
      PO Certificates in respect of Class PO Deferred Amounts and (ii) 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 and Class PO Deferred Amounts on such Distribution
      Date) exceeds the aggregate Stated Principal Balance of the Mortgage Loans
      for
      the following Distribution Date.

     

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

     

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

     

    (e)  Realized
      Losses shall not be allocated to the Class P and Class L
      Certificates.

     

    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 

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

     

    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 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;

     

    (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 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 or Notional Amount 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)       [reserved];

     

    (xiv)       the
      number of Mortgage Loans and the aggregate Stated Principal Balance of the
      Mortgage Loans as the first day of the related Due Period and the last day
      of
      the related Due Period;

     

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

     

    
      	
               

            	
              (A)

            	
              the
                weighted average Mortgage Rate of the Mortgage Loans, and
                

            


    

     

    
      	
               

            	
              (B)

            	
              the
                weighted average remaining term to maturity of the Mortgage Loans;
                

            


    

     

    (xvi)       the
      number and aggregate outstanding Stated Principal Balance of the Mortgage Loans
      as of the end of the preceding calendar month:

     

    
      	
               

            	
              (A)

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

            


    

     

    
      	
               

            	
              (B)

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

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                (C)

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

              


      

    

     

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

     

    (xvii)       for
      each Mortgage Loan that has been the subject of a Loan Modification since the
      Closing Date, the modified Mortgage Rate and the Mortgage Rate as in effect
      at
      the Cut-off Date;

     

    (xviii)     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;

     

    (xix)        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;

     

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

     

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

     

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

     

    (xxiii)      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;

     

    (xxiv)      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;

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

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

     

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

     

    (xxvii)     the
      Senior Percentage and Subordinated Percentage for the Distribution
      Date;

     

    (xxviii)    the
      Special Hazard Loss Coverage Amount, the Fraud Loss Coverage Amount and the
      Bankruptcy Loss Coverage Amount, in each case as of the related Determination
      Dates;

     

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

     

    (xxx)        the
      aggregate Stated Principal Balance of the Mortgage Loans 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)       [reserved];

     

    (xxxii)      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;

     

    (xxxiii)     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; and

     

    (xxxiv)     the
      percentage (by Stated Principal Balance) and number of Mortgage Loans subject
      to
      a Loan Modification during the prior month by modification type (interest rate,
      balloon extension and balloon reset modifications);

     

    
      (xxxv)      the
        percentage (by Stated Principal Balance) and number of Mortgage Loans subject
        to
        a Loan Modification (x) since the Closing Date and (y) during the preceding
        12-month period, in each case by modification type (interest rate, balloon
        extension and balloon reset modifications);

       

    

    (xxxvi)   the
      percentage (by Stated Principal Balance) of Mortgage Loans 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;

     

    (xxxvii)      the
      number and aggregate outstanding Stated Principal Balance of the Mortgage Loans
      subject to a Loan Modification since the Closing Date 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 days or more, 

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (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 

            


    

     

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

     

    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.

     

    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.indymacbank.com/BondIR/investor/login monthly
      loan
      level information.  Such data at a minimum shall contain the fields
      referenced in Schedule V.

     

    (b)  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.

     

    (c)  Within
      a reasonable period of time after the end of each calendar year, the Trustee
      shall cause to be furnished to each Person who at any time during the calendar
      year was a Certificateholder, a statement containing the information set forth
      in clauses (a)(v) and (a)(vi) 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                                
[Reserved].

     

    Section
      4.08                                
[Reserved].

     

    Section
      4.09                                
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
      4.09, 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.

     

    
      
        
        

      

      
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    (b)  LIBOR
      for the next Interest Accrual Period for a Class of 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 a Class of 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 a Class
      of 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 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 each Class of 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, any 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 

     

    
      
        
        

      

      
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    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 4.09.

     

    (f)  The
      establishment of LIBOR and each 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 each Class of LIBOR Certificates is set forth in the applicable
      footnote under the heading “Master REMIC” in the Preliminary
      Statement.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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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, integral multiples in excess thereof (except that
      one
      Certificate in each Class may be issued in a different amount which must exceed
      the applicable minimum denomination) and aggregate denominations per Class
      set
      forth in the Preliminary Statement.

     

    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 transfer in
      form satisfactory to the Trustee duly executed by the holder of a Certificate
      or
      his attorney duly 

     

    
      
        
        

      

      
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    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


     

    
      
        
        

      

      
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    acting
      on
      behalf of any such plan or arrangement or using such plan’s or arrangement’s
      assets, an Opinion of Counsel satisfactory to the Trustee, 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.

     

    (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 

     

    
      
        
        

      

      
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    any
      registration of Transfer of a Residual Certificate that is in fact not permitted
      by Section 5.02(b) and this Section 5.02(c) or for making any payments due
      on
      such Certificate to the Holder thereof or taking any other action with respect
      to such Holder under this Agreement so long as the Transfer was registered
      after
      receipt of the related Transfer Affidavit, Transferor Certificate and either
      the
      Rule 144A Letter or the Investment Letter. The Trustee shall be entitled but
      not
      obligated to recover from any Holder of a Residual Certificate that was in
      fact
      not a Permitted Transferee at the time it became a Holder or, at such subsequent
      time as it became other than a Permitted Transferee, all payments made on such
      Residual Certificate at and after either such time. Any such payments so
      recovered by the Trustee shall be paid and delivered by the Trustee to the
      last
      preceding Permitted Transferee of such Certificate.

     

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

     

    The
      restrictions on Transfers of a Residual Certificate 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.

     

    
      
        
        

      

      
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    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 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.

     

    
      
        
        

      

      
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    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.

     

    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 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 

     

    
      
        
        

      

      
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    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 a 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 Eight.  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 

     

    
      
        
        

      

      
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    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
      successor to the Servicer in accordance with Section 7.01, the Trustee may,
      if
      it shall be unwilling to so act, or shall, if it is prohibited by applicable
      law
      from making Advances pursuant to Section 4.01 or if it is otherwise unable
      to so
      act, appoint, or petition a court of competent jurisdiction to appoint, any
      established mortgage loan servicing institution 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.

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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    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.

     

    (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 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 25% threshold.

     

    Section
      8.02                                
Certain Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 8.01:

     

    
      
        
        

      

      
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    (a)  the
      Trustee may request and rely upon and shall be protected in acting or refraining
      from acting upon any resolution, Officer’s Certificate, certificate of auditors
      or any other certificate, statement, instrument, opinion, report, notice,
      request, consent, order, appraisal, bond or other paper or document believed
      by
      it to be genuine and to have been signed or presented by the proper party or
      parties and the Trustee shall 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 thereof 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
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    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.

     

    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 

     

    
      
        
        

      

      
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    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 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, 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 

     

    
      
        
        

      

      
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    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.

     

    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 Eleven 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, 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.  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.

     

    
      
        
        

      

      
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    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.

     

    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 

     

    
      
        
        

      

      
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    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 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 Eight.  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, 

     

    
      
        
        

      

      
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    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 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 calculation of any original issue discount using the Prepayment
      Assumption;

     

    (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

     

    
      
        
        

      

      
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    (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.

     

    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
      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 to the Holders of the Class L Certificates, in the time or times
      and
      in the manner required by the Code.

     

    


    
      
        
        

      

      
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    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 and

     

    (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

     

    (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 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.

     

    
      
        
        

      

      
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    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 (or
      on
      their Notional Amount, if applicable) 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 Pass-Through Rates and actual Class
      Certificate Balances or Notional Amounts 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 

     

    
      
        
        

      

      
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    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.

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
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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 thereof 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.

     

    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 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.

     

    
      
        
        

      

      
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    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 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

     

    5.  The
      final distribution to Certificateholders.

     

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

     

    
      
        
        

      

      
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    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 IN07J4, Series
      2007-A4, or such other address as the Trustee may hereafter furnish to the
      Depositor or Servicer and (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. 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 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.

     

    
      
        
        

      

      
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    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, 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 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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    


     

    
      
        
        

      

      
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    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
      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.

     

    
      
        
        

      

      
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    (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.

     

    (d)  The
      Trustee shall have no liability with respect to any failure to properly prepare
      and file such periodic reports resulting or relating to the Trustee’s inability
      or failure to obtain any information not resulting from its own negligence
      or
      willful misconduct.

     

    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


     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    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 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 

     

    
      
        
        

      

      
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    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 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 

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    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.

     

    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 

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    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 Subcontractors 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 Subcontractors to deliver to
      the
      Trustee (with a copy to the Depositor) and the Servicer 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 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).

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

    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.

     

    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.

     

    *  *  *  *  *  *

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Depositor, the Trustee, and the Seller and Servicer have
      caused their names to be signed hereto by their respective officers thereunto
      duly authorized as of the day and year first above written.

     

    
      
        	 	
                IndyMac
                  MBS, Inc. 
                  as
                    Depositor 

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

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


      

    

    
       

      
        
          	 	
                  Deutsche
                    Bank National Trust Company, 
                    as
                      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 	 
	 	 	 	 


                    

                  

                  
                    
                      
                         

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              :  ss.:

            
	
              COUNTY
                OF Los Angeles

            	
              )

            
	 	 


    

     

    On
      this
      26 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
      26 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


      

       

    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    [NOTARIAL
      SEAL]

    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              :  ss.:

            
	
              COUNTY
                OF Los Angeles

            	
              )

            
	 	 


    

    On
      this
      26 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]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Schedule
      II

     

    IndyMac
      MBS, Inc. Mortgage Pass-Through Certificates, Series 2007-A4

     

    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.

     

    (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 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    or
      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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Schedule
      III

     

    IndyMac
      MBS, Inc.

    Mortgage
      Pass-Through Certificates,

    Series
      2007-A4

     

    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.

     

    (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.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (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.

     

    (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
      Exchange Act) by an entity that satisfied at the time of origination the
      requirements of Section 3(a)(41) of the Exchange Act.

     

    (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.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (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.

     

    (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.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (25)          Each
      Mortgage Loan was selected from among the outstanding fixed-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.

     

    (26)          No
      more than 0.52% of the Mortgage Loans by Cut-off Date Pool Principal Balance
      are
      Cooperative Loans.

     

    (27)          The
      PO Percentage of the Stated Principal Balances of the Discount Mortgage Loans
      does not exceed $733,508.

     

    (28)          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.

     

    (29)          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.

     

    (30)          No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et
      seq.).

     

    (31)          No
      Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
      Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
      seq.).

     

    (32)          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.

     

    (33)          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 6.0 Revised, Appendix E) and no Mortgage Loan
      originated on or after October 1, 2002 through March 6, 2003 is governed by
      the
      Georgia Fair Lending Act (Exclusion Representation).

     

    (34)          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.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (35)          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

     

    (36)          No
      Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
      Massachusetts Predatory Home Loan Practices Act effective November 7, 2004
      (Mass. Gen. Laws ch. 183C).

     

     (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.

     

    


     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


     

    Schedule
      IV

     

    [Reserved]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    Schedule
      V

    Form
      of
      Monthly Report

     

    [On
      file
      with the Trustee]

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
        A

       

      [FORM
        OF
        SENIOR CERTIFICATE (OTHER THAN 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 (“ERISA”), 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 AN EMPLOYEE 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.]

       

      


      
        
          
          

        

        
          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

              	
                :

              	 
	 	 	 
	
                ISIN

              	
                :

              	 
	 	 	 
	
                Interest
                  Rate

              	
                :

              	
                %

              
	 	 	 
	
                Maturity
                  Date

              	
                :

              	 


      

       

      INDYMAC
        MBS, INC.

      IndyMac
        IMJA Mortgage Loan Trust 2007-A4

      Mortgage
        Pass-Through Certificates, Series 2007-A4

      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 30-year conventional fixed-rate 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”).  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


       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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, 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.]

       

      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.

       

       

       

      
        
          
          

        

        
          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 

              


      

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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.]

       

      [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.]

       

      [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 

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      AMENDED (“ERISA”), 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, UNTIL
        THIS CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,
        ANY
        PURPORTED TRANSFER OF THIS CERTIFICATE 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.]


       

       

      
        
          
          

        

        
          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

              	
                :

              	 
	 	 	 
	
                ISIN

              	
                :

              	 
	 	 	 
	
                Interest
                  Rate

              	
                :

              	 
	 	 	 
	
                Maturity
                  Date

              	
                :

              	 
	 	 	 


      

       

      INDYMAC
        MBS, INC.

      IndyMac
        IMJA Mortgage Loan Trust 2007-A4

      Mortgage
        Pass-Through Certificates, Series 2007-A4

      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 30-year conventional fixed-rate 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”).  To the extent not defined herein, the capitalized
        terms used herein have the meanings assigned in the
        Agreement.  

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      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 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,
        nor 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 ERISA-Restricted Certificate has been the subject of
        an
        ERISA-Qualifying Underwriting and the purchaser is an insurance company,
        a
        representation that the purchaser is an insurance company 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 

       

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      purchase
        and 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.

       

       

       

      
        
          
          

        

        
          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 

              


      

       

       

       

      
        
          
          

        

        
          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 PURCHASER 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.

       

       

      
        
          
          

        

        
          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

              	
                :

              	 
	 	 	 
	
                ISIN

              	
                :

              	 
	 	 	 
	
                Interest
                  Rate

              	
                :

              	 
	 	 	 
	
                Maturity
                  Date

              	
                :

              	 
	 	 	 


      

      INDYMAC
        MBS, INC.

      IndyMac
        IMJA Mortgage Loan Trust 2007-A4

      Mortgage
        Pass-Through Certificates, Series 2007-A4

       

      evidencing
        the distributions allocable to the Class A-R Certificates with respect to
        a
        Trust Fund consisting primarily of a pool of 30-year conventional fixed rate
        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”).  To
        the extent not defined herein, the capitalized terms used herein have the
        meanings assigned in the Agreement.  This Certificate is issued


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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 .

       

      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, 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,
        (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 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 and 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.  Such representation shall be deemed to have been made
        to the Trustee by the Transferee’s acceptance of this Class A-R Certificate and
        by a beneficial owner’s acceptance of its interest in such
        Certificate.  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.

       

       

      
        
          
          

        

        
          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 

              


      

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        D

       

      [FORM
        OF
        NOTIONAL AMOUNT 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 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 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.

       

       

      
        
          
          

        

        
          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

              	
                :

              	 
	 	 	 
	
                ISIN

              	
                :

              	 
	 	 	 
	
                Interest
                  Rate

              	
                :

              	
                 

              
	 	 	 
	
                Maturity
                  Date

              	
                :

              	 
	 	 	 


      

      INDYMAC
        MBS, INC.

      IndyMac
        IMJA Mortgage Loan Trust 2007-A4

      Mortgage
        Pass-Through Certificates, Series 2007-A4

      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 30-year conventional fixed-rate 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.

       

       

      
        
          
          

        

        
          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”).  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, 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.]

       

      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.

       

       

      
        
          
          

        

        
          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

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        E

       

       

      [Form
        of
        Reverse of Certificates]

       

      INDYMAC
        MBS, INC.

      IndyMac
        IMJA Mortgage Loan Trust 2007-A4

      Mortgage
        Pass-Through Certificates, Series 2007-A4

       

      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 Business Day set forth in the Agreement.

       

      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.

       

       

      
        
          
          

        

        
          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.

       

       

      
        
          
          

        

        
          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.

      

       

       

       

       

      
        
          
          

        

        
          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]

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        F-1

       

      [FORM
        OF
        CLASS P 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 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 (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF
        THE CODE, OR, IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING
        UNDERWRITING AND THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION
        IN
        ACCORDANCE WITH THE AGREEMENT REFERRED TO HEREIN, 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.

       

       

       

      
        
          
          

        

        
          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

                	
                  :

                	 
	 	 	 
	
                  ISIN

                	
                  :

                	 
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	 
	 	 	 
	
                  Maturity
                    Date

                	
                  :

                	 
	 	 	 


        

      

       

      INDYMAC
        MBS, INC.

      IndyMac
        IMJA Mortgage Loan Trust 2007-A4

      Mortgage
        Pass-Through Certificates, Series 2007-A4

      


      Class
        P

       

      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 30-year conventional fixed-rate mortgage loans (the “Mortgage Loans”)
        secured by first liens on one- to four-family residential
        properties.

       

      Distributions
        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 

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      Deutsche
        Bank National Trust Company, as trustee (the
“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.

       

      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 (x) transferee is not an employee 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 (y) if the
        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 satisfy the
        requirements for exemptive relief under Sections I and III of PTCE 95-60
        or (ii)
        in the case of a Certificate presented for registration in the name of an
        employee benefit plan subject to ERISA, or a plan or arrangement subject
        to
        Section 4975 of the Code (or comparable provisions of any subsequent
        enactments), or a trustee of any such plan or any other person acting on
        behalf
        of any such plan or arrangement or using such plan’s or arrangement’s assets, an
        Opinion of Counsel satisfactory to the Trustee, 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 Certificate will not result in a nonexempt prohibited transaction under
        ERISA or Section 4975 of the Code and will not subject the Trustee or the
        Servicer to any obligation in addition to those expressly undertaken in this
        Agreement or to any liability.  If no written representation or
        Opinion of Counsel as described above is delivered to the Trustee, the
        representation in (i) or (ii) above, as appropriate, shall be deemed to have
        been made to the Trustee by the Transferee’s acceptance of this Certificate and
        by a beneficial owner’s acceptance of its interest in such
        Certificate.  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 or arrangement 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.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      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.

       

      *            *            *

       

       

      
        
          
          

        

        
          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

       

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      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 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 (“ERISA”), OR A PLAN OR ARRANGEMENT SUBJECT TO
        SECTION 4975 OF THE CODE, OR IF THE TRANSFEREE IS AN INSURANCE COMPANY AND
        THE
        CERTIFICATES HAVE BEEN THE SUBJECT OF AN ERISA QUALIFYING UNDERWRITING, A
        REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
        TO
        HEREIN 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 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.

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      
        


        
          	
                  Certificate
                    No.

                	
                  :

                	 
	 	 	 
	
                  Cut-off  Date

                	
                  :

                	 
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	 
	 	 	 
	
                  Percentage
                    Interest of this Certificate (“Denomination”)

                	
                  :

                	
                  %

                
	 	 	 
	
                  CUSIP

                	
                  :

                	 
	 	 	 
	
                  ISIN

                	
                  :

                	 
	 	 	 
	
                  Interest
                    Rate

                	
                  :

                	
                  Not
                    Applicable

                
	 	 	 
	
                  Maturity
                    Date

                	
                  :

                	Not
                  Applicable 
	 	 	 


        

      

       

      INDYMAC
        MBS, INC.

      IndyMac
        IMJA Mortgage Loan Trust 2007-A4

      Mortgage
        Pass-Through Certificates, Series 2007-A4

      


      Class
        L

       

      evidencing
        a percentage interest in the distributions allocable to the Certificates
        of the
        above-referenced Class 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
        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”).  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.

       

      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 and solely payable from Late Payment
        Fees.  As provided in the Agreement, withdrawals from the Distribution
        Account may be 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      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 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 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
        arrangement 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 (ii) if
        the
        transferee is an insurance company and the Certificates have 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 a Certificate presented for registration
        in the name of an employee benefit plan or arrangement subject to ERISA,
        or a
        plan or arrangement subject to Section 4975 of the Code (or comparable
        provisions of any subsequent enactments), or a trustee of any such plan or
        arrangement or any other person acting on behalf of any such plan or arrangement
        or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory
        to the Trustee and addressed to the Trustee and the Servicer, which Opinion
        of
        Counsel shall not be an expense of the Trustee, the Servicer or the Trust
        Fund,
        to the effect that the purchase and holding of such Certificate will not
        result
        in a non-exempt 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 expressly undertaken in this Agreement or
        to any
        liability.  If no written representation or Opinion of Counsel as
        described above is delivered to the Trustee, the representation in (i) or
        (ii)
        above, as appropriate, shall be deemed to have been made to the Trustee by
        the
        Transferee’s acceptance of this Certificate and by a beneficial owner’s
        acceptance of its interest in such Certificate.  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 or arrangement 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.

       

       

       

      
        
          
          

        

        
          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.

       

       

       

      
        
          
          

        

        
          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

      


       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
 

      


      


      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,
                  

              


      

      
        	
                 

              	
                IndyMac
                  IMJA Mortgage Loan Trust 2007-A4, 

              
	 	
                Mortgage
                  Pass-Through
                  Certificates,
                  Series 2007-A4 

              


      

       

      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, 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.

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                DEUTSCHE
                  BANK NATIONAL TRUST COMPANY, 

                      as
                  Trustee

                 

                By: 
                  ________________________________________

                       
                  Name:

                       
                  Title:

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        G-2

       

      FORM
        OF
        DELAY DELIVERY CERTIFICATION (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,
                  

              


      

      
        	
                 

              	
                IndyMac
                  IMJA Mortgage Loan Trust 2007-A4, 

              
	 	
                Mortgage
                  Pass-Through
                  Certificates, Series
                  2007-A4 

              


      

       

      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
                  July 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;
                  

              


      

       

       

      
        
          
          

        

        
          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 (xi) (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:

              


      

       

       

      
        
          
          

        

        
          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,
                  

              


      

      
        	
                 

              	
                IndyMac
                  IMJA Mortgage Loan Trust 2007-A4, 

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates, Series 2007-A4

              


      

       

      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.

       

      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 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (i),
        (ii), (iii), (iv), (vi) and (xi) (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:

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      EXHIBIT
        I

       

      TRANSFER
        AFFIDAVIT

       

      IndyMac
        MBS, Inc.

      IndyMac
        IMJA Mortgage Loan Trust 200 -

      Mortgage
        Pass-Through Certificates

      Series
        2007-A4

       

      
        	
                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.  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
        

       

       

      
        
          
          

        

        
          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.           
        [Reserved].

       

      10.          The
        Transferee is a U.S. Person as defined in Code Section 7701(a)(30).

       

      11.          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.

       

      12.          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.

       

      13.          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.

       

      14.          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.

       

      15.          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 

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      paragraph
        15(a); and (iii) The Transferee has not given the Transferor any reason to
        know
        that the 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.

       

      16.           
        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.

       

      *           
        *           
*

       

       

       

      
        
          
          

        

        
          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 .

       

       

       

      
        
          
          

        

        
          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) which is exempt
        from tax imposed by Chapter 1 of the Code (including the tax imposed by Code
        Section 511 on unrelated business taxable income) on any excess inclusions
        (as
        defined in Code Section 860E(c)(1)) with respect to any Class A-R Certificate,
        (iv) rural electric and telephone cooperatives described in Code Section
        1381(a)(2)(c), (v) a Person that is not a citizen or resident of the United
        States, a corporation, partnership, or other entity created or organized
        in or
        under the laws of the United States or any political subdivision thereof,
        or an
        estate or trust whose income from sources without the United States is
        includible in gross income for federal income tax purposes regardless of
        its
        connection with the conduct of a trade or business within the United States,
        and
        (vi) any other Person so designated by the Depositor based upon an Opinion
        of
        Counsel that the Transfer of an Ownership Interest in a Class A-R Certificate
        to
        such Person may cause the Trust Fund to fail to qualify as a REMIC at any
        time
        that certain Certificates are Outstanding.  The terms “United States,”
“State” and “International Organization” 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, 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.

       

       

      
        
          
          

        

        
          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.

       

       

      
        
          
          

        

        
          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.

       

       

      
        
          
          

        

        
          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
                  IMJA Mortgage Loan Trust 2007-A4, 

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates, Series 2007-A4,
                  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

       

       

      
        
          
          

        

        
          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
                  IMJA Mortgage Loan Trust 2007-A4, 

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates,Series
                  2007-A4, 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) [if the Certificate 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 Act, (2) the 

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      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

       

       

      
        
          
          

        

        
          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
                  IMJA Mortgage Loan Trust 2007-A4, 

              


      

      
        	
                 

              	
                Mortgage
                  Pass-Through
                  Certificates, Series
                  2007-A4, 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) [if the Certificate 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 

       

       

      
        
          
          

        

        
          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

       

       

      
        
          
          

        

        
          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.
                    

                


        

      

       

      
        
          
          

        

        
          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 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.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      _______________________________________

      Print
        Name of Buyer

       

       

      By:____________________________________

      Name:

      Title:

       

       

      _______________________________________

      Date:

       

       

      

        

      

      
        
          
          

        

        
          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.

       

       

       

      
        
          
          

        

        
          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:

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        M

       

      REQUEST
        FOR RELEASE

      (for
        Trustee)

       

      IndyMac
        MBS, Inc.

      IndyMac
        IMJA Mortgage Loan Trust 200 -

      Mortgage
        Pass-Through Certificates

      Series
        2007-A4

       

      
        	
                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, 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                .

              


      

       

      
        	
                ( )

              	
                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               .

              


      

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      
        	
                ( )

              	
                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

       

       

      
        
          
          

        

        
          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                                                    
                   

              


      

       

      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.

       

       

       

      
        
          
          

        

        
          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:______________________

       

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      EXHIBIT
        O-1

       

      FORM
        OF
        CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

       

      Re:           IndyMac
        MBS, Inc.

      IndyMac
        IMJA 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 IMJA 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]

              


      

       

       

      
 

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        O-2

       

      


      FORM
        OF
        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, pursuant to which was created the IndyMac IMJA 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 IMJA 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:

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        P

       

      [Reserved]

       

       

      
        
          
          

        

        
          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 11.04.  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 4.06 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.

              	
                4.06
                  statement

              
	
                (2)
                  Cash flows received and the sources thereof for distributions,
                  fees and
                  expenses.

              	
                4.06
                  statement

              
	
                (3)
                  Calculated amounts and distribution of the flow of funds for the
                  period
                  itemized by type and priority of payment, including:

              	
                4.06
                  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.

              	
                4.06
                  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.

              	
                4.06
                  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.

              	
                4.06
                  statement

              
	
                (iv)
                  The amount of excess cash
                  flow or excess spread and the disposition of excess cash
                  flow.

              	
                4.06
                  statement

              
	
                (4)
                  Beginning and ending principal balances of the mortgage-backed
                  securities.

              	
                4.06
                  statement

              
	
                (5)
                  Interest rates applicable to the pool assets and the mortgage-backed
                  securities, as applicable.

              	
                4.06
                  statement

              
	
                (6)
                  Beginning and ending balances of transaction accounts, such as
                  reserve
                  accounts, and material account activity during the period.

              	
                4.06
                  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.

              	
                4.06
                  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.

              	
                4.06
                  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.

              	
                4.06
                  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.

              	
                4.06
                  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.

              	
                4.06
                  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 substitutions and repurchases (and purchase rates,
                  if
                  applicable), and cash flows available for future purchases, such
                  as the
                  balances of any pre-funding or revolving accounts, if
                  applicable.

                
                

                Disclose
                  any material changes in the solicitation, credit-granting, underwriting,
                  origination, acquisition or pool selection criteria or procedures,
                  as
                  applicable, used to originate, acquire or select the new pool
                  assets.

              	
                Form
                  10-D report: Depositor

                
                

                
                

                Form
                  10-D report: Servicer

                
                

                
                

                
                

                
                

                
                

                
                

                
                

                
                

                
                

                Form
                  10-D report: Servicer

              
	
                Item
                  1121(b) – Pre-Funding or Revolving Period Information

                
                

                Updated
                  pool information as required under Item 1121(b).

              	
                N/A

              
	
                2

              	
                Legal
                  Proceedings

              	 
	
                Item
                  1117 – Legal proceedings pending against the following entities, or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

                
                

                Sponsor
                  (Seller)

                
                

                Depositor

                
                

                Trustee

                
                

                Issuing
                  entity

                
                

                Servicer,
                  affiliated Servicer, other Servicer servicing 20% or more of pool
                  assets
                  at time of report, other material servicers

                
                

                Originator
                  of 20% or more of pool assets as of the Cut-off Date

                
                

                Custodian

              	
                
                

                
                

                
                

                
                

                
                

                
                

                Seller

                
                

                Depositor

                
                

                Trustee

                
                

                Depositor

                
                

                Servicer

                
                

                
                

                
                

                Seller

                
                

                
                

                Trustee

              
	
                3

              	
                Sales
                  of Securities and Use of Proceeds

              	 
	
                Information
                  from Item 2(a) of Part II of Form 10-Q:

                
                

                With
                  respect to any sale of securities by the sponsor, depositor or
                  issuing
                  entity, that are backed by the same asset pool or are otherwise
                  issued by
                  the issuing entity, whether or not registered, provide the sales
                  and use
                  of proceeds information in Item 701 of Regulation S-K.  Pricing
                  information can be omitted if securities were not
                  registered.

              	
                
                

                
                

                
                

                Depositor

              
	
                4

              	
                Defaults
                  Upon Senior Securities

              	 
	
                Information
                  from Item 3 of Part II of Form 10-Q:

                
                

                Report
                  the occurrence of any Event of Default (after expiration of any
                  grace
                  period and provision of any required notice)

              	
                
                

                
                

                
                

                Trustee

              
	
                5

              	
                Submission
                  of Matters to a Vote of Security Holders

              	 
	
                Information
                  from Item 4 of Part II of Form 10-Q

              	
                Party
                  submitting the matter to Holders for vote

              
	
                6

              	
                Significant
                  Obligors of Pool Assets

              	 
	
                Item
                  1112(b) –Significant
                  Obligor Financial
                  Information*

              	
                N/A

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Item.

              	 
	
                7

              	
                Significant
                  Enhancement Provider Information

              	 
	
                Item
                  1114(b)(2) – Credit Enhancement Provider Financial
                  Information*

                
                

                Determining
                  applicable disclosure threshold

                
                

                
                

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                Depositor

                
                

                
                

                
                

                
                

              
	
                Item
                  1115(b) – Derivative Counterparty Financial Information*

                
                

                Determining
                  current maximum probable exposure

                
                

                Determining
                  current significance percentage

                
                

                
                

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                Depositor

                
                

                
                

                
                

                
                

                
                

              
	
                *This
                  information need only be reported on the Form 10-D for the distribution
                  period in which updated information is required pursuant to the
                  Items.

              	 
	
                8

              	
                Other
                  Information

              	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  period
                  covered by the Form 10-D but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  below

              
	
                9

              	
                Exhibits

              	 
	
                Distribution
                  report

              	
                Trustee

              
	
                Exhibits
                  required by Item 601 of Regulation S-K, such as material
                  agreements

              	
                Depositor

              
	
                8-K

              	
                Must
                  be filed within four business days of an
                  event reportable on Form 8-K.

              
	
                1.01

              	
                Entry
                  into a Material Definitive Agreement

              	 
	
                Disclosure
                  is required regarding entry into or amendment of any definitive
                  agreement
                  that is material to the securitization, even if depositor is not
                  a
                  party.

                
                

                Examples:
                  servicing agreement, custodial agreement.

                
                

                Note:
                  disclosure not required as to definitive agreements that are fully
                  disclosed in the prospectus

              	
                Servicer;
                  or any of the following that is a party to the agreement if Servicer
                  is
                  not: Trustee, Sponsor, Depositor

              
	
                1.02

              	
                Termination
                  of a Material Definitive Agreement

              	 
	
                Disclosure
                  is required regarding termination of  any definitive agreement
                  that is material to the securitization (other than expiration in
                  accordance with its terms), even if depositor is not a party.

                
                

                Examples:
                  servicing agreement, custodial agreement.

                
                

              	
                Servicer;
                  or any of the following that is a party to the agreement if Servicer
                  is
                  not: Trustee, Sponsor, Depositor

              
	
                1.03

              	
                Bankruptcy
                  or Receivership

              	 
	
                Disclosure
                  is required regarding the bankruptcy or receivership, if known
                  to the
                  Depositor, with respect to any of the following:

                
                

                Sponsor
                  (Seller), Depositor, Servicer, affiliated Servicer, other Servicer
                  servicing 20% or more of pool assets at time of report, other material
                  servicers, Trustee, significant obligor, credit enhancer (10% or
                  more),
                  derivatives counterparty

              	
                Depositor

              
	
                2.04

              	
                Triggering
                  Events that Accelerate or Increase a Direct Financial Obligation
                  or an
                  Obligation under an Off-Balance Sheet Arrangement

              	 
	
                Includes
                  an early amortization, performance trigger or other event, including
                  event
                  of default, that would materially alter the payment priority/distribution
                  of cash flows/amortization schedule.

                
                

                Disclosure
                  will be made of events other than waterfall triggers which are
                  disclosed
                  in the 4.06 statement

              	
                Servicer/Trustee
                  (to the extent of actual knowledge)

              
	
                3.03

              	
                Material
                  Modification to Rights of Security Holders

              	 
	
                Disclosure
                  is required of any material modification to documents defining
                  the rights
                  of Certificateholders, including the Pooling and Servicing
                  Agreement

              	
                Trustee

              
	
                5.03

              	
                Amendments
                  to Articles of Incorporation or Bylaws; Change in Fiscal
                  Year

              	 
	
                Disclosure
                  is required of any amendment “to the governing documents of the issuing
                  entity”

              	
                Depositor

              
	
                5.06

              	
                Change
                  in Shell Company Status

              	 
	
                [Not
                  applicable to ABS issuers]

              	
                Depositor

              
	
                6.01

              	
                ABS
                  Informational and Computational Material

              	 
	
                [Not
                  included in reports to be filed under Section 11.03]

              	
                Depositor

              
	
                6.02

              	
                Change
                  of Servicer or Trustee

              	 
	
                Requires
                  disclosure of any removal, replacement, substitution or addition
                  of any
                  servicer, affiliated servicer, other servicer servicing 10% or
                  more of
                  pool assets at time of report, other material servicers, certificate
                  administrator or trustee.  Reg AB disclosure about any new
                  servicer or trustee is also required.

              	
                Trustee
                  or Servicer

              
	
                6.03

              	
                Change
                  in Credit Enhancement or Other External Support

              	 
	
                Covers
                  termination of any enhancement in manner other than by its terms,
                  the
                  addition of an enhancement, or a material change in the enhancement
                  provided.  Applies to external credit enhancements as well as
                  derivatives.  Reg AB disclosure about any new enhancement
                  provider is also required.

              	
                Depositor
                  or Trustee

              
	
                6.04

              	
                Failure
                  to Make a Required Distribution

              	
                Trustee

              
	
                6.05

              	
                Securities
                  Act Updating Disclosure

              	 
	
                If
                  any material pool characteristic differs by 5% or more at the time
                  of
                  issuance of the securities from the description in the final prospectus,
                  provide updated Reg AB disclosure about the actual asset
                  pool.

              	
                Depositor

              
	
                If
                  there are any new servicers or originators required to be disclosed
                  under
                  Regulation AB as a result of the foregoing, provide the information
                  called
                  for in Items 1108 and 1110 respectively.

              	
                Depositor

              
	
                7.01

              	
                Regulation
                  FD Disclosure

              	
                Depositor

              
	
                8.01

              	
                Other
                  Events

              	 
	
                Any
                  event, with respect to which information is not otherwise called
                  for in
                  Form 8-K, that the registrant deems of importance to security
                  holders.

              	
                Depositor

              
	
                9.01

              	
                Financial
                  Statements and Exhibits

              	
                The
                  Responsible Party applicable to reportable event

              
	
                10-K

              	
                Must
                  be filed within 90 days of the fiscal year
                  end for the registrant.

              
	
                9B

              	
                Other
                  Information

              	 
	
                Disclose
                  any information required to be reported on Form 8-K during the
                  fourth
                  quarter covered by the Form 10-K but not reported

              	
                The
                  Responsible Party for the applicable Form 8-K item as indicated
                  above

              
	
                15

              	
                Exhibits
                  and Financial Statement Schedules

              	 
	
                Item
                  1112(b) –Significant
                  Obligor Financial
                  Information

              	
                Servicer

              
	
                Item
                  1114(b)(2) – Credit Enhancement Provider Financial
                  Information

                
                

                Determining
                  applicable disclosure threshold

                
                

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                
                

                Depositor

                
                

                
                

              
	
                Item
                  1115(b) – Derivative Counterparty Financial Information

                
                

                Determining
                  current maximum probable exposure

                
                

                Determining
                  current significance percentage

                
                

                Obtaining
                  required financial information or effecting incorporation by
                  reference

              	
                Depositor

                
                

                
                

                
                

              
	
                Item
                  1117 – Legal proceedings pending against the following entities, or their
                  respective property, that is material to Certificateholders, including
                  proceedings known to be contemplated by governmental
                  authorities:

                
                

                Sponsor
                  (Seller)

                
                

                Depositor

                
                

                Trustee

                
                

                Issuing
                  entity

                
                

                Servicer,
                  affiliated Servicer, other Servicer servicing 20% or more of pool
                  assets
                  at time of report, other material servicers

                
                

                Originator
                  of 20% or more of pool assets as of the Cut-off Date

              	
                
                

                
                

                
                

                
                

                
                

                
                

                Seller

                
                

                Depositor

                
                

                Trustee

                
                

                Depositor

                
                

                Servicer

                
                

                
                

                
                

                Servicer

                
                

              
	
                Item
                  1119 – Affiliations and relationships between the following entities,
                  or
                  their respective affiliates, that are material to
                  Certificateholders:

                
                

                Sponsor
                  (Seller)

                
                

                Depositor

                
                

                Trustee

                
                

                Servicer,
                  affiliated Servicer, other Servicer servicing 20% or more of pool
                  assets
                  at time of report, other material servicers

                
                

                Originator

                
                

                Credit
                  Enhancer/Support Provider

                
                

                Significant
                  Obligor

              	
                
                

                
                

                
                

                
                

                
                

                Seller

                
                

                Depositor

                
                

                Trustee
                  (only as to affiliations between the Trustee and such other parties
                  listed)

                
                

                Servicer

                
                

                
                

                
                

                Depositor

                
                

                Depositor

                
                

                Servicer

              
	
                Item
                  1122 – Assessment of Compliance with Servicing Criteria

              	
                Each
                  Party participating in the servicing function

              
	
                Item
                  1123 – Servicer Compliance Statement

              	
                Servicer

              


      

       

      
 

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      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”) 

              


      

       

      I,
        ________________________________, the _______________________ of 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 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.

       

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        	
                 

              	
                Date:

              	
                _________________________
                  

              


      

       

       

      
        	
                 

              	
                By:
                  ________________________________ 

              


      

      
        	
                 

              	
                Name:
                  

              


      

      
        	
                 

              	
                Title:
                  

              


      

       

       

      
        
          
          

        

        
          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

                
                

              	 	 


      

      


       

       

      
        
          
          

        

        
          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

                
                

              	 


      

      


       

      
 

      
        
          
          

        

        
          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

              	 


      

      


       

      
 

      
        
          
          

        

        
          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

                
                

              	 	 
	
                 

                 

              	 	 	 	 


         

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

         

        	
                
                

                Reg
                  AB Reference

                
                

              	
                
                

                Servicing
                  Criteria

                
                

              	
                
                

                Servicer

                
                

              	
                
                

                Trustee

                
                

              	
                
                

                Notes

                
                

              
	
                
                

                1122(d)(4)(x)

                
                

              	
                
                

                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements.

                
                

              	
                
                

                X

                
                

              	 	 
	
                
                

                1122(d)(4)(xi)

                
                

              	
                
                

                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements.

                
                

              	
                
                

                X

                
                

              	 	 
	
                
                

                1122(d)(4)(xii)

                
                

              	
                
                

                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission.

                
                

              	
                
                

                X

                
                

              	 	 
	
                
                

                1122(d)(4)(xiii)

                
                

              	
                
                

                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements.

                
                

              	
                
                

                X

                
                

              	 	 
	
                
                

                1122(d)(4)(xiv)

                
                

              	
                
                

                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements.

                
                

              	
                
                

                X

                
                

              	 	 
	
                
                

                1122(d)(4)(xv)

                
                

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements.

              	
                
                

                X(with
                  respect to a swap
                  disclosure event)

                
                

              	
                
                

                X

                
                

              	 


      

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        T

       

      [FORM
        OF]
        LIST OF ITEM 1119 PARTIES

       

      ASSET
        BACKED CERTIFICATES

      Series
        200_-__

       

      [Date]

       

      
        	
                Party

              	
                Contact
                  Information

              
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


      

      


       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      EXHIBIT
        U

       

      FORM
        OF SARBANES-OXLEY
        CERTIFICATION

      


      


      Re:           
        IndyMac IMJA Mortgage
        Loan Trust 2007-A4

      


      


      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 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