Exhibit 4.1


                               INDYMAC MBS, INC.,

                                    Depositor

                             [INDYMAC BANK, F.S.B.],

                               Seller and Servicer

                                       and

                             [                    ],

                                     Trustee

                     --------------------------------------


                         POOLING AND SERVICING AGREEMENT

                                 Dated as of [ ]

                     --------------------------------------




   [RESIDENTIAL ASSET SECURITIZATION TRUST] [INDYMAC INDX MORTGAGE LOAN TRUST]
                             Series 20__-[A][AR][IP]


                       MORTGAGE PASS-THROUGH CERTIFICATES
                                 Series 20__-[ ]


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                                Table of Contents
                                                                           Page
                                                                           ----


                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.  Rules of Construction......................................I-34

                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

SECTION 2.01.  Conveyance of Mortgage Loans...............................II-1
SECTION 2.02.  Acceptance by the Trustee of the Mortgage Loans............II-5
SECTION 2.03.  Representations, Warranties and Covenants of the Seller
               and the Servicer...........................................II-8
SECTION 2.04.  Representations and Warranties of the Depositor as to
               the Mortgage Loans........................................II-10
SECTION 2.05.  Delivery of Opinion of Counsel in Connection with
               Substitutions and Repurchases.............................II-11
SECTION 2.06.  Execution and Delivery of Certificates....................II-11
SECTION 2.07.  REMIC Matters.............................................II-11
SECTION 2.08.  Covenants of the Servicer.................................II-12
SECTION 2.09.  Subsequent Transfers......................................II-12
SECTION 2.10.  Mandatory Prepayment......................................II-16

                                   ARTICLE III

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

SECTION 3.01.  Servicer to Service Mortgage Loans........................III-1
SECTION 3.02.  [Reserved]................................................III-2
SECTION 3.03.  Rights of the Depositor and the Trustee in Respect of
               the Servicer..............................................III-2
SECTION 3.04.  [Reserved]................................................III-2
SECTION 3.05.  Trustee to Act as Servicer................................III-2
SECTION 3.06.  Collection of Mortgage Loan Payments; Servicing
               Accounts; Collection Account; Certificate Account;
               Distribution Account; Pre-Funding Accounts; Capitalized
               Interest Accounts.........................................III-2
SECTION 3.07.  Collection of Taxes, Assessments and Similar Items;
               Escrow Accounts...........................................III-8
SECTION 3.08.  Access to Certain Documentation and Information
               Regarding the Mortgage Loans..............................III-9
SECTION 3.09.  Permitted Withdrawals from the Certificate Account, the
               Distribution Account and the Excess Reserve Fund Account..III-9


                                       i
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SECTION 3.10.  Maintenance of Hazard Insurance; Maintenance of Primary
               Insurance Policies.......................................III-11
SECTION 3.11.  Enforcement of Due-On-Sale Clauses; Assumption
               Agreements...............................................III-12
SECTION 3.12.  Realization Upon Defaulted Mortgage Loans; Repurchase of
               Certain Mortgage Loans...................................III-14
SECTION 3.13.  Trustee to Cooperate; Release of Mortgage Files..........III-16
SECTION 3.14.  Documents, Records and Funds in Possession of the
               Servicer to be Held for the Trustee......................III-17
SECTION 3.15.  Servicing Compensation...................................III-18
SECTION 3.16.  Access to Certain Documentation..........................III-18
SECTION 3.17.  Annual Statement as to Compliance........................III-18
SECTION 3.18.  [Reserved]...............................................III-19
SECTION 3.19.  Errors and Omissions Insurance; Fidelity Bonds...........III-19
SECTION 3.20.  Notification of Adjustments..............................III-19
SECTION 3.21.  Covenants and Representations of the Servicer Regarding
               Prepayment Charges.......................................III-20

                                   ARTICLE IV

                   DISTRIBUTIONS AND ADVANCES BY THE SERVICER

SECTION 4.01.  Advances...................................................IV-1
SECTION 4.02.  Priorities of Distribution.................................IV-2
SECTION 4.03.  Monthly Statements to Certificateholders...................IV-4
SECTION 4.04.  [Reserved].................................................IV-5
SECTION 4.05.  [Reserved].................................................IV-5
SECTION 4.06.  [Reserved].................................................IV-5
SECTION 4.07.  Certain Matters Relating to the Determination of LIBOR.....IV-5

                                    ARTICLE V

                                THE CERTIFICATES

SECTION 5.01.  The Certificates............................................V-1
SECTION 5.02.  Certificate Register; Registration of Transfer and
               Exchange of Certificates....................................V-1
SECTION 5.03.  Mutilated, Destroyed, Lost or Stolen Certificates...........V-6
SECTION 5.04.  Persons Deemed Owners.......................................V-6
SECTION 5.05.  Access to List of Certificateholders' Names and
               Addresses...................................................V-6
SECTION 5.06.  Maintenance of Office or Agency.............................V-7

                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

SECTION 6.01.  Respective Liabilities of the Depositor and the Servicer...VI-1
SECTION 6.02.  Merger or Consolidation of the Depositor or the Servicer...VI-1


                                       ii
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SECTION 6.03.  Limitation on Liability of the Depositor, the Seller,
               the Servicer and Others....................................VI-1
SECTION 6.04.  Limitation on Resignation of the Servicer..................VI-2
SECTION 6.05.  Inspection.................................................VI-2

                                   ARTICLE VII

                                     DEFAULT

SECTION 7.01.  Events of Default.........................................VII-1
SECTION 7.02.  Trustee to Act; Appointment of Successor..................VII-3
SECTION 7.03.  Notification to Certificateholders........................VII-4

                                  ARTICLE VIII

                             Concerning the Trustee

SECTION 8.01.  Duties of the Trustee....................................VIII-1
SECTION 8.02.  Certain Matters Affecting the Trustee....................VIII-2
SECTION 8.03.  Trustee Not Liable for Certificates or Mortgage Loans....VIII-3
SECTION 8.04.  Trustee May Own Certificates.............................VIII-3
SECTION 8.05.  Trustee's Fees and Expenses..............................VIII-4
SECTION 8.06.  Eligibility Requirements for the Trustee.................VIII-4
SECTION 8.07.  Resignation and Removal of the Trustee...................VIII-5
SECTION 8.08.  Successor Trustee........................................VIII-6
SECTION 8.09.  Merger or Consolidation of the Trustee...................VIII-6
SECTION 8.10.  Appointment of Co-Trustee or Separate Trustee............VIII-7
SECTION 8.11.  Tax Matters..............................................VIII-8
SECTION 8.12.  Periodic Filings........................................VIII-11

                                   ARTICLE IX

                                   Termination

SECTION 9.01.  Termination upon Liquidation or Purchase of the Mortgage
               Loans......................................................IX-1
SECTION 9.02.  Final Distribution on the Certificates.....................IX-2
SECTION 9.03.  Additional Termination Requirements........................IX-3

                                    ARTICLE X

                            Miscellaneous Provisions

SECTION 10.01. Amendment...................................................X-1
SECTION 10.02. Recordation of Agreement; Counterparts......................X-3
SECTION 10.03. Governing Law...............................................X-3
SECTION 10.04. Intention of Parties........................................X-3
SECTION 10.05. Notices.....................................................X-4
SECTION 10.06. Severability of Provisions..................................X-5


                                      iii
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SECTION 10.07. Assignment..................................................X-5
SECTION 10.08. Limitation on Rights of Certificateholders..................X-5
SECTION 10.09. Inspection and Audit Rights.................................X-6
SECTION 10.10. Certificates Nonassessable and Fully Paid...................X-6
SECTION 10.11. Official Record.............................................X-6
SECTION 10.12. Protection of Assets........................................X-6
SECTION 10.13. Qualifying Special Purpose Entity...........................X-7

                                   ARTICLE XI

                             EXCHANGE ACT REPORTING

SECTION 11.01. Filing Obligations.........................................XI-1
SECTION 11.02. Form 10-D Filings..........................................XI-1
SECTION 11.03. Form 8-K Filings...........................................XI-2
SECTION 11.04. Form 10-K Filings..........................................XI-2
SECTION 11.05. Sarbanes-Oxley Certification...............................XI-3
SECTION 11.06. Form 15 Filing.............................................XI-3
SECTION 11.07. Report on Assessment of Compliance and Attestation.........XI-3
SECTION 11.08. Use of Subcontractors......................................XI-5
SECTION 11.09. Amendments.................................................XI-5


                                       iv
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                                    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:   Planned Balanced Schedules................................S-IV-1

                                    EXHIBITS

Exhibit A:     Form of Class A, M and B Certificate.........................A-1

Exhibit B:     [Reserved]...................................................B-1

Exhibit C:     Form of Class R Certificate..................................C-1

Exhibit D:     Form of Class X Certificate..................................D-1

Exhibit E:     Form of Reverse of Certificates..............................E-1

Exhibit F:     [Reserved]...................................................F-1

Exhibit G:     Form of Initial Certification of Trustee.....................G-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:     [Reserved]...................................................K-1

Exhibit L:     Form of Rule 144A Letter.....................................L-1

Exhibit M:     Form of Request for Release (for Trustee)....................M-1

Exhibit N:     Form of Request for Release (Mortgage Loan Paid in Full,
               Repurchased and Released)....................................N-1

Exhibit O:     Form of Subsequent Transfer Agreement........................O-1


                                       v
<PAGE>


            THIS POOLING AND SERVICING AGREEMENT, dated as of [           ],
among INDYMAC MBS, INC., a Delaware corporation, as depositor (the "Depositor"),
[INDYMAC BANK, F.S.B.] ("[IndyMac]"), a federal savings bank, as seller (in such
capacity, the "Seller") and as servicer (in such capacity, the "Servicer"), and
[ ], a banking corporation organized under the laws of the State of [ ], as
trustee (the "Trustee"),

                                 WITNESSETH THAT

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

                              PRELIMINARY STATEMENT

      The Trustee shall elect that the Trust Fund be treated for federal income
tax purposes as comprising two REMICs (each a "REMIC" or, in the alternative,
the Lower Tier REMIC and the Upper Tier REMIC, respectively). Each Certificate,
other than the Class R Certificate, represents ownership of a regular interest
in the Upper Tier REMIC for purposes of the REMIC Provisions. The Class R
Certificate represents ownership of the sole class of residual interest in each
of the Lower Tier REMIC and the Upper Tier REMIC for purposes of the REMIC
Provisions. The Startup Day for each REMIC described herein is the Closing Date.
The latest possible maturity date for each Certificate is the latest date
referenced in Section 9.01. The Upper Tier REMIC shall hold as assets the
several classes of uncertificated Lower Tier Regular Interests, set out below.
Each such Lower Tier Regular Interest is hereby designated as a regular interest
in the Lower Tier REMIC.

     Lower Tier Class        Lower Tier      Initial Lower Tier
        Designation         Interest Rate     Principal Amount
     ----------------       -------------    ------------------

         Class LT-C              (1)           $
         Class LT-AF-1           (1)
         Class LT-MF-1           (1)
         Class LT-MF-2           (1)
         Class LT-BF             (1)
         Class LT-D              (2)
         Class LT-AV-1           (2)
         Class LT-MV-1           (2)
         Class LT-MV-2           (2)
         Class LT-BV             (2)
         Class LT-E              (1)
         Class LT-R              (3)                     (3)


(1)   The interest rate with respect to any Distribution Date for these
      interests is a per annum variable rate equal to the Group 1 WAC Cap.

(2)   The interest rate with respect to any Distribution Date for these
      interests is a per annum variable rate equal to the Group 2 WAC Cap.


                                       1
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(3)   The Class LT-R Interest is the sole class of residual interest in the
      Lower Tier REMIC and it does not have a principal amount or an interest
      rate.

      The Lower Tier REMIC shall hold as assets all of the assets included in
the Trust Fund other than the Group 1 Pre-Funding Account, the Group 2
Pre-Funding Account, the Group 1 Capitalized Interest Account, the Group 2
Capitalized Interest Account, the Excess Reserve Fund Account, and the Lower
Tier Regular Interests.

      With respect to any Distribution Date, interest that accrues on the Class
LT-C Interest at the Pass-Through Rate shown above shall be deferred and added
to the principal balance of the Class LT-C Interest in an amount equal to [50]%
of any increase in the Subordinated Amount for the Group 1Certificates for such
Distribution Date.

      With respect to any Distribution Date, Available Funds with respect to the
Mortgage Loans in Loan Group 1 shall be applied to pay interest that accrues on
the Class LT-AF-1, Class LT-MF-1, Class LT-MF-2, Class LT-BF-1, Class LT-E, and
Class LT-C Interests at the Pass-Through Rates shown above, other than the
interest deferred on the Class LT-C Interest in the manner described in the
preceding paragraph.

      With respect to any Distribution Date, interest that accrues on the Class
LT-D Interest at the Pass-Through Rate shown above will be deferred and added to
the principal balance of the Class LT-D Interest in an amount equal to [50]% of
any increase in the Subordinated Amount for the Group 2 Certificates for such
Distribution Date.

      With respect to any Distribution Date, Available Funds with respect to the
Mortgage Loans in Loan Group 2 shall be applied to pay interest that accrues on
the Class LT-AV-1, Class LT-MV-1, Class LT-MV-2, Class LT-BV-1, and Class LT-D
Interests at the Pass-Through Rates shown above, other than the interest
deferred on the Class LT-D Interest in the manner described in the preceding
paragraph.

      With respect to any Distribution Date, Available Funds with respect to
Mortgage Loans in Loan Group 1 not applied to pay interest shall be first
distributed on the Class LT-E interest until its balance is reduced to zero, and
then, shall be distributed to, and losses shall be allocated among, the Class
LT-AF-1, Class LT-MF-1, Class LT-MF-2, Class LT-BF and Class LT-C Interests in a
manner such that, immediately following such Distribution Date, the principal
balance of each of the Class LT-AF-1, Class LT-MF-1, Class LT-MF-2, and Class
LT-BF Interests equals [50]% of its Corresponding Class of Upper Tier REMIC
Regular Interest.

      With respect to any Distribution Date, Available Funds with respect to
Mortgage Loans in Loan Group 2 not applied to pay interest shall be distributed
to, and losses shall be allocated among, the Class LT-AV-1, Class LT-MV-1, Class
LT-MV-2, Class LT-BV, and Class LT-D Interests in a manner such that,
immediately following such Distribution Date, the principal balance of each of
the Class LT-AV-1, Class LT-MV-1, Class LT-MV-2, and Class LT-BV Interests
equals [50]% of its Corresponding Class of Upper Tier REMIC Regular Interest.

      The Upper Tier REMIC shall issue the following classes of interests and
each Upper Tier Interest, other than the Class UT-R Interest, is hereby
designated as a regular interest in the Upper Tier REMIC.


                                       2
<PAGE>


                                           Initial Upper
    Upper Tier Class      Upper Tier       Tier Principal    Corresponding
       Designation       Interest Rate         Amount         Certificate
    ----------------     -------------     --------------    -------------

      Class AF-1             (1)            $                  Class AF-1
      Class MF-1             (1)                               Class MF-1
      Class MF-2             (1)                               Class MF-2
      Class BF               (1)                               Class BF
      Class AV-1             (2)                               Class AV (7)
      Class MV-1             (2)                               Class MV-1 (7)
      Class MV-2             (2)                               Class MV-2 (7)
      Class BV               (2)                               Class BV (7)
      Class XF               (3)                    (3)        Class X(5)
      Class XV               (4)                    (4)        Class X(5)
      Class UT-R             (6)                                 Class R


(1)   With respect to any Distribution Date, the rate at which interest is
      payable on these interests will be the lesser of the rate shown above or
      the Group 1 WAC Cap. Following the Optional Termination Date, the stated
      per annum Pass-Through Rates shown above will increase by [ ]% ([ ] basis
      points).

(2)   The Class AV-1, Class MV-1, Class MV-2 and Class BV Interests will bear
      interest during their initial Interest Accrual Period at [ ]%, [ ]%, [ ]%
      and [ ]%, respectively, per annum. The Class AV-1, Class MV-1, Class MV-2
      and Class BV Interests will bear interest during each Interest Accrual
      Period thereafter at a per annum rate equal to the least of (i) LIBOR plus
      [ ]%, [ ]%, [ ]% and [ ]%, respectively, (ii) the Group 2 Maximum Cap, and
      (iii) the Group 2 WAC Cap. Following the Optional Termination Date, the
      Pass-Through Margin for the Class AV-1 Certificates shall be [doubled] and
      the Pass-Through Margin for Group 2 Subordinated Certificates shall
      increase by [1.5] times.

(3)   The Class XF Interest has an initial principal balance of $[ ], but it
      will not accrue interest on such balance but will accrue interest on a
      notional principal balance. As of any Distribution Date, the Class XF
      Interest shall have a notional principal balance equal to the aggregate
      of the principal balances of the Lower Tier Fixed Rate Regular Interests,
      other than the Class LT-E interest, as of the first day of the related
      Interest Accrual Period. With respect to any Interest Accrual Period, the
      Class XF Interest shall bear interest at a rate equal to the excess, if
      any, of the Group 1 WAC Cap over the product of (i) 2 and (ii) the
      Adjusted Lower Tier Fixed Rate WAC. With respect to any Distribution
      Date, interest that so accrues on the notional balance of the Class XF
      Interest shall be deferred in an amount equal to any increase in the
      Subordinated Amount for the Group 1 Certificates on such Distribution
      Date. Such deferred interest shall not itself bear interest.

(4)   The Class XV Interest has an initial principal balance of $[ ], but it
      will not accrue interest on such balance but will accrue interest on a
      notional principal balance. As of any Distribution Date, the Class XV
      Interest shall have a notional principal balance equal to the aggregate of
      the principal balances of the Lower Tier Adjustable Rate Regular Interests
      as of the first day of the related Interest Accrual Period. With respect
      to


                                       3
<PAGE>


      any Interest Accrual Period, the Class XV Interest shall bear interest
      at a rate equal to the excess, if any, of the Group 2 WAC Cap over the
      product of (i) 2 and (ii) the Adjusted Lower Tier Adjustable Rate WAC.
      With respect to any Distribution Date, interest that so accrues on the
      notional balance of the Class XV Interest shall be deferred in an amount
      equal to any increase in the Subordinated Amount for the Group 2
      Certificates on such Distribution Date. Such deferred interest shall not
      itself bear interest.

(5)   The Class XF and the Class XV Interests are non-severable components of
      the Class X Certificate.

(6)   The Class UT-R Interest is the sole class of residual interest in the
      Upper Tier REMIC. The Class UT-R Interest does not have an interest rate.

(7)   Each of these Certificates will represent not only the ownership of the
      Corresponding Class of Upper Tier Regular Interest but also the right to
      receive payments from the Excess Reserve Fund Account in respect of any
      Basis Risk CarryForward Amounts. For federal income tax purposes, the
      Trustee will treat a Certificateholder's right to receive payments from
      the Excess Reserve Fund Account as payments made pursuant to an interest
      rate cap contract written by the Class X Certificateholder.

      The minimum denomination for each Class of Certificates, other than the
Class R and the Class X Certificates, will be $25,000. The Class R and the Class
X Certificates will each represent a 100% Percentage Interest in such class.


                                       4
<PAGE>


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

Book-Entry Certificates..........   All Classes of Certificates other than
                                    the Physical Certificates.

Group 1
  Certificates...................   Class AF-1, Class MF-1, Class MF-2, Class BF
                                    and Class R Certificates.

Group 2
  Certificates...................   Class AV-1, Class MV-1, Class MV-2 and Class
                                    BV Certificates.

Group 1
  Class A Certificates...........   Class AF-1 Certificates.

Group 2
  Class A Certificates...........    Class AV-1 Certificates.

Group 1
  Mezzanine Certificates.........   Class MF-1 and Class
                                    MF-2 Certificates.

Group 2
  Mezzanine Certificates.........   Class MV-1 and Class
                                    MV-2 Certificates.

Group 1
  Subordinated Certificates......   Group 1 Mezzanine Certificates
                                    and Class BF Certificates.

Group 2
  Subordinated Certificates......   Group 2 Mezzanine Certificates
                                    and Class BV Certificates.

Adjustable Rate Certificates.....   Group 2 Certificates.

Fixed Rate Certificates..........   Class AF-1, Class MF-1, Class MF-2 and
                                    Class BF Certificates.

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

ERISA-Restricted
  Certificates...................   Subordinated Certificates, Class R
                                    Certificates and Class X Certificate.

Floating Rate Certificates.......   Adjustable Rate Certificates.


                                       5
<PAGE>


LIBOR Certificates...............   Adjustable Rate Certificates.

Mezzanine Certificates...........   Class MF-1, Class MF-2, Class MV-1 and
                                    Class MV-2 Certificates.

Non-Delay Certificates...........   Adjustable Rate Certificates.

Offered Certificates.............   All Classes of Certificates other than
                                    the Private Certificates.

Physical Certificates............   Class X and Class R Certificates.

Private Certificates.............   Class X Certificate.

Rating Agencies..................   [S&P] and [Fitch].

Regular Certificates.............   All Classes of Certificates other than
                                    the Class R Certificates.

Residual Certificates............   Class R Certificates.

Subordinated Certificates........   Mezzanine Certificates, Class BF
                                    Certificates and Class BV Certificates.

            References herein to "Class A," "Class M-1," "Class M-2," "Class B,"
"Mezzanine Certificates" and "Subordinated Certificates" are references to
Certificates of either or both Certificate Groups of similar designations, as
the context requires.


                                       6
<PAGE>


                                   ARTICLE I

                                  DEFINITIONS

            Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

            Accrued Certificate Interest Distribution Amount: With respect to
any Distribution Date for each Class of Certificates (other than the Class X
Certificate), the amount of interest accrued during the related Interest Accrual
Period at the applicable Pass-Through Rate on the related Class Certificate
Balance immediately prior to such Distribution Date.

            Additional Designated Information:  As defined in Section [11.02].

            Adjusted Lower Tier Adjustable Rate WAC: With respect to any
Interest Accrual Period, the weighted average of the interest rates on the Lower
Tier Adjustable Rate Regular Interests determined for this purpose by first
subjecting the rate payable on the Class LT-D Interest to a cap of zero and
subjecting the rate payable on each of the Class LT-AV-1, Class LT-MV-1, Class
LT-MV-2, and Class LT-BV Interests to a cap equal to LIBOR plus the Margin that
corresponds to the Pass-Through Margin used in computing the Pass-Through Rate
on the Corresponding Class of Certificates.

            Adjusted Lower Tier Fixed Rate WAC: With respect to any Interest
Accrual Period, the weighted average of the interest rates on the Lower Tier
Fixed Rate Regular Interests determined for this purpose by first subjecting the
rate payable on the Class LT-C Interest to a cap of zero, subjecting the rate
payable on each of the Class LT-AF-1, Class LT-MF-1, Class LT-MF-2, and Class
LT-BF Interests to a cap that corresponds to the Pass-Through Rate payable on
the Corresponding Class of Certificates.

            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 at any
time, the per annum rate equal to the Mortgage Rate less the Expense Fee Rate.

            Adjustment Date: As to any Mortgage Loan in Loan Group 2, the first
Due Date on which the related Mortgage Rate adjusts as set forth in the related
Mortgage Note and each Due Date thereafter on which the Mortgage Rate adjusts as
set forth in the related Mortgage Note.

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


                                       I-1
<PAGE>


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

            Amount Held for Future Distribution: As to the Certificates in
either Certificate Group on 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 and Liquidation Proceeds on the
Mortgage Loans in the related Loan Group received after the end of the related
Remittance Period and (ii) all Scheduled Payments on the Mortgage Loans in the
related Loan Group due after the end of the related Remittance Period.

            Applied Realized Loss Amount: With respect to any Distribution Date,
the amount, if any, by which, (i) with respect to the Group 1 Certificates, the
aggregate Class Certificate Balance of the Group 1 Certificates after
distributions of principal on such Distribution Date exceeds the aggregate
Stated Principal Balance of the Mortgage Loans in Loan Group 1 as of the last
day of the immediately preceding Remittance Period plus the amount in the
related Pre-Funding Account, if any, excluding investment earnings, and (ii)
with respect to the Group 2 Certificates, the aggregate Class Certificate
Balance of the Group 2 Certificates after distributions of principal on such
Distribution Date exceeds the aggregate Stated Principal Balance of the Mortgage
Loans in Loan Group 2 as of the last day of the immediately preceding Remittance
Period plus the amount in the related Pre-Funding Account, if any.

            Available Funds: With respect to any Distribution Date and the
Mortgage Loans in a Loan Group (x) the sum of (i) all scheduled installments of
interest (net of the related Expense Fees) and principal due on the Due Date on
such Mortgage Loans in the related Remittance Period and received prior to the
related Determination Date, together with any Advances in respect thereof; (ii)
all Insurance Proceeds and Liquidation Proceeds during the related Remittance
Period (in each case, net of unreimbursed expenses incurred in connection with a
liquidation or foreclosure and unreimbursed Advances, if any); (iii) all partial
or full prepayments on the Mortgage Loans in such Loan Group received during the
related Remittance Period together with all Compensating Interest thereon; (iv)
the related Unutilized Pre-Funding Amount; (v) the related Capitalized Interest
Requirement and (vi) amounts received with respect to such Distribution Date as
the Substitution Adjustment Amount or purchase price in respect of a Deleted
Mortgage Loan in such Loan Group or a Mortgage Loan repurchased by the Seller or
the Servicer in such Loan Group as of such Distribution Date; reduced by (y) (i)
amounts in reimbursement for Advances previously made with respect to the
Mortgage Loans in such Loan Group and other amounts as to which the Servicer is
entitled to be reimbursed pursuant to the Agreement with respect to such Loan
Group and (ii) the Trustee's Fee allocated to such Loan Group.

            Basic Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, the excess of (i) the related Principal
Remittance Amount for such Distribution Date over (ii) the related Excess
Subordinated Amount, if any, for such Distribution Date.

            Basis Risk CarryForward Amount: With respect to each Class of Group
2 Certificates, as of any Distribution Date, the sum of (A) if on such
Distribution Date the Pass-Through Rate for any Class of Group 2 Certificates is
based upon the Group 2 WAC Cap, the excess of (i) the amount of interest such
Class of Group 2 Certificates would otherwise be


                                       I-2
<PAGE>


entitled to receive on such Distribution Date had such rate been calculated as
the sum of LIBOR and the applicable Pass-Through Margin on such Class of Group 2
Certificates for such Distribution Date, up to the Group 2 Maximum Cap over (ii)
the amount of interest payable on such Class of Group 2 Certificates at the
Group 2 WAC Cap for such Distribution Date and (B) the Basis Risk CarryForward
Amount for such Class of Group 2 Certificates for all previous Distribution
Dates not previously paid, together with interest thereon at a rate equal to the
sum of LIBOR and the applicable Pass-Through Margin for such Class of Group 2
Certificates for such Distribution Date, subject to the Group 2 Maximum Cap.

            Basis Risk Payment: For any Distribution Date, an amount equal to
the sum of (i) any Basis Risk CarryForward Amount and (ii) the Required Reserve
Amount for that date, provided, however, that with respect to any Distribution
Date, the payment cannot exceed the sum of the amounts otherwise distributable
on the Class X Certificates.

            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, or the
State of California or the city in which the Corporate Trust Office of the
Trustee is located are authorized or obligated by law or executive order to be
closed.

            Capitalized Interest Account:  Either of the Group 1 Capitalized
Interest Account or the Group 2 Capitalized Interest Account.

            Capitalized Interest Requirement: With respect to the Distribution
Date in [ ] and [ ] and Loan Group 1, the product of (a) the excess of the
Pre-Funding Amount for Loan Group 1 on the Closing Date over the Principal
Balance of any Subsequent Mortgage Loan transferred to the Trust Fund for Loan
Group 1 during the related Due Period or a prior Due Period that has a Monthly
Payment due during such Due Period and (b) a fraction, the numerator of which is
the weighted average of the Pass-Through Rates on the Group 1 Certificates for
such Distribution Date and the denominator of which is 12. With respect to the
Distribution Date in [ ] and [ ] and Loan Group 2, the product of (a) the excess
of the Pre-Funding Amount for Loan Group 2 on the Closing Date over the
Principal Balance of any Subsequent Mortgage Loan transferred to the Trust Fund
for Loan Group 2 during the related Due Period or a prior Due Period that has a
Monthly Payment due during such Due Period and (b) a fraction, the numerator of
which is the weighted average of the Pass-Through Rates on the Group 2
Certificates for such Distribution Date and the denominator of which is 12.

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

            Certificate Account: The separate Eligible Account or Accounts
created and maintained by the Servicer pursuant to Section 3.06(c) with a
depository institution in the name of the Servicer for the benefit of the
Trustee on behalf of Certificateholders and designated


                                       I-3
<PAGE>


"[IndyMac Bank, F.S.B.], in trust for the registered holders of Home Equity
Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]".

            Certificate Balance: With respect to any Class of Certificates,
other than the Class X Certificate, at any date, the maximum dollar amount of
principal to which the Holder thereof is then entitled hereunder, such amount
being equal to the Denomination thereof minus all distributions of principal
previously made with respect thereto and in the case of any Subordinated
Certificates, reduced by any Applied Realized Loss Amounts applicable to such
Class of Subordinated Certificates. The Class X Certificate has no Certificate
Balance.

            Certificate Group: Any of the Certificate Group 1 Certificates or
the Certificate Group 2 Certificates, as applicable.

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

            Certificate Register:  The register maintained pursuant to
Section 5.02.

            Certificateholder or Holder: The person in whose name a Certificate
is registered in the Certificate Register, except that, solely for the purpose
of giving any consent pursuant to this Agreement, any Certificate registered in
the name of the Depositor or any affiliate of the Depositor shall be deemed not
to be 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 such consent has been obtained; provided, however,
that if any such Person (including the Depositor or its affiliates) owns 100% of
the Percentage Interests evidenced by a Class of Certificates, such Certificates
shall be deemed to be Outstanding for purposes of any provision hereof that
requires the consent of the Holders of Certificates of a particular Class as a
condition to the taking of any action hereunder. The Trustee is entitled to rely
conclusively on a certification of the Depositor or any affiliate of the
Depositor in determining which Certificates are registered in the name of an
affiliate of the Depositor.

            Certification Party:  As defined in Section [11.05].

            Certifying Person:  As defined in Section [11.05].

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

            Class A Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the aggregate Class
Certificate Balance of the Class A Certificates for the related Certificate
Group immediately prior to such Distribution Date over (ii) the lesser of (A) [
]% for Loan Group 1 and [ ]% for Loan Group 2, of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group as of the last day of
the related Remittance Period and (B) the Stated Principal Balances of the
Mortgage Loans in the


                                      I-4
<PAGE>


related Loan Group as of the last day of the related Remittance Period minus $[
] with respect to Loan Group 1 and $[ ] with respect to Loan Group 2.

            Class B Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the sum for the related
Certificate Group of (A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class A Principal
Distribution Amount on such Distribution Date), (B) the Class Certificate
Balance of the Class M-1 Certificates (after taking into account distribution of
the Class M-1 Principal Distribution Amount on such Distribution Date), (C) the
Class Certificate Balance of the Class M-2 Certificates (after taking into
account distribution of the Class M-2 Principal Distribution Amount for such
Distribution Date), and (D) the Class Certificate Balance of the Class B
Certificates immediately prior to such Distribution Date over (ii) the lesser of
(A) [ ]% for Loan Group 1 and [ ]% for Loan Group 2, of the aggregate Stated
Principal Balance of the Mortgage Loans in the related Loan Group as of the last
day of the related Remittance Period and (B) the Stated Principal Balances of
the Mortgage Loans in the related Loan Group as of the last day of the related
Remittance Period minus $[ ] with respect to Loan Group 1 and $[ ] with respect
to Loan Group 2, provided, however, that with respect to any Distribution Date
on which the Class Certificate Balances of the related Class A, Class M-1 and
Class M-2 Certificates have been reduced to zero, the Class B Principal
Distribution Amount is the lesser of (x) the Class Certificate Balance of the
Class B Certificates and (y) the related Principal Distribution Amount.

            Class Certificate Balance: With respect to any Class and as to any
date of determination, the aggregate of the Certificate Balances of all
Certificates of such Class as of such date.

            Class M-1 Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the sum for the related
Certificate Group of (A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class A Principal
Distribution Amount on such Distribution Date), and (B) the Class Certificate
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date over (ii) the lesser of (A) [ ]% for Loan Group 1 and [ ]% for Loan Group
2, of the aggregate Stated Principal Balance of the Mortgage Loans in the
related Loan Group as of the last day of the related Remittance Period and (B)
the Stated Principal Balances of the Mortgage Loans in the related Loan Group as
of the last day of the related Remittance Period minus $[ ] with respect to Loan
Group 1 and $[ ] with respect to Loan Group 2.

            Class M-2 Principal Distribution Amount: With respect to each Loan
Group and any Distribution Date, the excess of (i) the sum for the related
Certificate Group of (A) the aggregate Class Certificate Balance of the Class A
Certificates (after taking into account distribution of the Class A Principal
Distribution Amount on such Distribution Date), (B) the Class Certificate
Balance of the Class M-1 Certificates (after taking into account distribution of
the Class M-1 Principal Distribution Amount on such Distribution Date) and (C)
the Class Certificate Balance of the Class M-2 Certificates immediately prior to
such Distribution Date over (ii) the lesser of (A) [ ]% for Loan Group 1 and [
]% for Loan Group 2, of the aggregate Stated Principal Balance of the Mortgage
Loans in the related Loan Group as of


                                      I-5
<PAGE>


the last day of the related Remittance Period and (B) the Stated Principal
Balances of the Mortgage Loans in the related Loan Group as of the last day of
the related Remittance Period minus $[ ] with respect to Loan Group 1 and $[ ]
with respect to Loan Group 2.

            Class X Distributable Amount: On any Distribution Date, the amount
of interest that has accrued on the Class XF and Class XV Regular Interests and
any portion of the principal balance of either the Class XF or Class XV Regular
Interests which is distributable as a Subordination Reduction Amount plus
Prepayment Charges and Servicer Prepayment Charge Payment Amounts, if any.

            Closing Date:  [                     ].

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

            Collateral Value: With respect to any Mortgage Loan, the Collateral
Value of the related Mortgaged Property shall be, other than with respect to
Mortgage Loans the proceeds of which were used for a Refinance Loan, the lesser
of (i) the appraised value determined in an appraisal obtained by the originator
at origination of such Mortgage Loan and (ii) the sales price for such Mortgaged
Property. In the case of Refinance Loans, the Collateral Value of the related
Mortgaged Property is the appraised value thereof determined in an appraisal
obtained at the time of refinancing.

            Collection Account:  As defined in Section 3.06(b).

            Combined Loan-to-Value Ratio: For any Mortgage Loan at any time,
shall be the ratio expressed as a percentage of (i) the sum of (a) the original
principal balance of such Mortgage Loan and (b) the outstanding principal
balance at the date of origination of such Mortgage Loan of any senior mortgage
loan(s), or in the case of any open-ended senior mortgage loan, the maximum
available line of credit with respect to such mortgage loan at origination,
regardless of any lesser amount actually outstanding at the date of origination
of such Mortgage Loan, to (ii) the Collateral Value of such Mortgage Loan.

            Commission:  means The U.S. Securities and Exchange Commission.

            Compensating Interest: For any Distribution Date, the lesser of (i)
any and (ii) 0.125 an amount equal to [ ]% multiplied by one-twelfth multiplied
by the aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of the prior month.

            Coop 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 which governs the Cooperative Property, which
Cooperative Corporation must qualify as a Cooperative Housing Corporation under
Section 216 of the Code.


                                      I-6
<PAGE>


            Cooperative Loan:  Any Mortgage Loan secured by Coop 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 Coop Shares of the Cooperative Corporation.

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

            Corporate Trust Office:  The designated office of the Trustee in
the State of New York at which at any particular time its corporate trust
business with respect to this Agreement shall be administered, which office
at the date of the execution of this Agreement is located at [Address of
Trustee] (Attn:  [                                      ]), facsimile no.
[              ] and which is the address to which notices to and
correspondence with the Trustee should be directed.

            Corresponding Class: The class of interests in any REMIC created
under this Agreement that correspond to the Class of interests in another such
REMIC or to a Class of Certificates in the manner set out below:

       Lower Tier Class      Upper Tier       Corresponding
         Designation          Interest         Certificate
       ----------------      ----------       -------------

        Class LT-AF-1        Class AF-1        Class AF-1
        Class LT-MF-1        Class MF-1        Class MF-1
        Class LT-MF-2        Class MF-2        Class MF-2
        Class LT-BF          Class BF          Class BF
        Class LT-AV-1        Class AV-1        Class AV-1
        Class LT-MV-1        Class MV-1        Class MV-1
        Class LT-MV-2        Class MV-2        Class MV-2
        Class LT-BV          Class BV          Class BV


            Cut-off Date: For each Initial Mortgage Loan, [         ]; for each
Subsequent Mortgage Loan, [           ].

            Cut-off Date Pool Principal Balance:  For any Cut-off Date, the
aggregate Stated Principal Balance of all Mortgage Loans as of such date.

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

            Debt Service Reduction: With respect to any Mortgage Loan, a
reduction by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became
final and non-appealable, except such a reduction resulting from a Deficient
Valuation or any reduction that results in a permanent forgiveness of principal.

            Debt Service Reduction Mortgage Loan: Any Mortgage Loan that became
the subject of a Debt Service Reduction.


                                      I-7
<PAGE>


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

            Deficient Valuation: With respect to 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 such court which 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 Mortgage Loans: (i) The Initial Mortgage Loans
identified on the Mortgage Loan Schedule for which all or a portion of a related
Mortgage File is not delivered to the Trustee on or prior to the Closing Date,
and (ii) all Subsequent Mortgage Loans. The Depositor shall deliver (or cause
delivery of) the Mortgage Files to the Trustee: (A) with respect to at least [
]% of the Initial Mortgage Loans, not later than the Closing Date, (B) with
respect to at least [ ]% of the Subsequent Mortgage Loans conveyed on a
Subsequent Transfer Date, not later than [twenty one] days after such Subsequent
Transfer Date, and (C) with respect to the remaining [ ]% of the Initial
Mortgage Loans, not later than [five] Business Days after the Closing Date, and
not later than [thirty] days after the relevant Subsequent Transfer Date with
respect to the remaining [ ]% of the Subsequent Mortgage Loans conveyed on the
related Subsequent Transfer Date. To the extent that the Seller shall be in
possession of any Mortgage Files with respect to any Delay Delivery Loan, until
delivery to of such Mortgage File to the Trustee as provided in Section 2.01,
the Seller shall hold such files as Servicer hereunder, 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 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
corresponding day of the month immediately succeeding 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: With respect to each Certificate, the amount set forth
on the face thereof as the "Initial Certificate Balance of this Certificate" or
the Percentage Interest appearing on the face thereof.

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


                                      I-8
<PAGE>


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

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

            Determination Date: As to any Distribution Date, the [18]th day of
each month or if such [18]th day is not a Business Day the next succeeding
Business Day; provided, however, that if such next succeeding Business Day is
less than [two] Business Days prior to the related Distribution Date, then the
Determination Date shall be the next Business Day preceding the [18]th day of
such month.

            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 "[ ] in trust for
registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
Certificates, Series SPMD [ ]." 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 immediately preceding such
Distribution Date.

            Distribution Date: The [25]th day of each calendar month after the
initial issuance of the Certificates, or if such [25]th day is not a Business
Day, the next succeeding Business Day, commencing in [ ].

            Due Date:  With respect to any Mortgage Loan, the day of the
month on which a Scheduled Payment is due which is the [first] day of the
month.

            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 such holding company, but only if Moody's is
not a Rating Agency) have the highest short-term ratings of each Rating Agency
at the time any amounts are held on deposit therein, or (ii) an account or
accounts in a depository institution or trust company in which such accounts are
insured by the FDIC or the SAIF (to the limits established by the FDIC or the
SAIF) 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,


                                      I-9
<PAGE>


or (iii) a trust account or accounts maintained with the trust department of a
federal or state chartered depository institution or trust company, acting in
its fiduciary capacity or (iv) any other account acceptable to each Rating
Agency without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee.
Eligible Accounts may bear interest, and may include, if otherwise qualified
under this definition, accounts maintained with the Trustee.

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

            ERISA-Qualifying Underwriting:  A best efforts or firm commitment
underwriting or private placement that meets the requirements of Prohibited
Transaction Exemption 97-34, 62 Fed. Reg. 39021 (1997), as amended (or any
successor thereto), or any substantially similar administrative exemption
granted by the U.S. Department of Labor (an "Underwriter's Exemption").

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

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

            Event of Default:  As defined in Section 7.01.

            Excess Proceeds: With respect to any Liquidated Mortgage Loan, the
amount, if any, by which the sum of any Liquidation Proceeds of such Mortgage
Loan received in the calendar month in which such Mortgage Loan became a
Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
Servicer as Nonrecoverable Advance(s) with respect to such Mortgage Loan
pursuant to Section 3.09(a)(ii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the 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
applicable to the Distribution Date immediately following the calendar month
during which such liquidation occurred.

            Excess Reserve Fund Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.06(d) in the name of the
Trustee for the benefit of the Adjustable Rate Certificateholders and designated
"[ ] in trust for registered holders of IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series [ ]." Funds in the Excess Reserve Fund Account shall
be held in trust for the Adjustable Rate Certificateholders for the uses and
purposes set forth in this Agreement.

            Excess Subordinated Amount: With respect to a Certificate Group and
any Distribution Date, the excess, if any, of (a) the related Subordinated
Amount on such Distribution Date over (b) the related Specified Subordinated
Amount for such Distribution Date.

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


                                      I-10
<PAGE>


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

            Expense Fee Rate: As to each Mortgage Loan, the sum of the related
Servicing Fee Rate, Trustee Fee Rate and any lender paid mortgage insurance
premiums.

            Extra Principal Distribution Amount: As of any Distribution Date and
either Certificate Group, the lesser of (x) the related Total Monthly Excess
Spread for such Distribution Date and (y) the related Subordination Deficiency
for such Distribution Date.

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

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

            Final Scheduled Payment Date:  The Final Scheduled Payment Date
for each Class of Certificates is as follows:

                                                            Final Scheduled
                                                              Payment Date
                                                        -----------------------

Class AF-1 Certificates.................................   [            ]
Class MF-1 Certificates.................................   [            ]
Class MF-2 Certificates.................................   [            ]
Class BF Certificates...................................   [            ]
Class AV-1 Certificates.................................   [            ]
Class MV-1 Certificates.................................   [            ]
Class MV-2 Certificates.................................   [            ]
Class BV Certificates...................................   [            ]
Class R Certificates                                       [            ]


            [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 SPMD
[ ], or such other address as 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.


                                      I-11
<PAGE>


            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.

            Group 1 Certificates: As specified in the Preliminary Statement.

            Group 1 Capitalized Interest Account: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.06 in the name of
the Trustee for the benefit of the Certificateholders and designated "[ ], in
trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
Certificates, Series SPMD [ ]". Funds in the Group 1 Capitalized Interest
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement and shall not be a part of any REMIC
created hereunder, provided, however that any investment income earned from
Permitted Investments made with funds in the Group 1 Capitalized Interest
Account will be for the account of the Seller.

            Group 1 Pre-Funding Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.06 in the name of the
Trustee for the benefit of the Certificateholders and designated "[ ], in trust
for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
Certificates, Series SPMD [ ]" allocated for the purchase of Subsequent Mortgage
Loans to be included in Loan Group 1. Funds in the Group 1 Pre-Funding Account
shall be held in trust for the Certificateholders for the uses and purposes set
forth in this Agreement and shall not be a part of any REMIC created hereunder.

            Group 1 WAC Cap: With respect to the Mortgage Loans in Loan Group 1
as of any Distribution Date, the weighted average of the Adjusted Net Mortgage
Rates in effect on the beginning of the related Remittance Period for such
Mortgage Loans.

            Group 2 Certificates: As specified in the Preliminary Statement.

            Group 2 Capitalized Interest Account: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 3.06 in the name of
the Trustee for the benefit of the Certificateholders and designated "[ ], in
trust for registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
Certificates, Series SPMD [ ]". Funds in the Group 2 Capitalized Interest
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement and shall not be a part of any REMIC
created hereunder, provided, however that any investment income earned from
Permitted Investments made with funds in the Group 2 Capitalized Interest
Account will be for the account of the Seller.

            Group 2 Pre-Funding Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 3.05 in the name of the
Trustee for the benefit of the Certificateholders and designated "[ ], in trust
for registered holders of


                                      I-12
<PAGE>


IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD
[          ]" allocated for the purchase of Subsequent Mortgage Loans to be
included in Loan Group 2. Funds in the Group 2 Pre-Funding Account shall be held
in trust for the Certificateholders for the uses and purposes set forth in this
Agreement and shall not be a part of any REMIC created hereunder.

            Group 2 Maximum Cap: With respect to the Mortgage Loans in Loan
Group 2 as of any Distribution Date, the weighted average of the Maximum Rates
on the Mortgage Loans in Loan Group 2 less the Expense Fee Rate.

            Group 2 WAC Cap: With respect to the Mortgage Loans in Loan Group 2
as of any Distribution Date, the product of (1) the weighted average of the
Adjusted Net Mortgage Rates then in effect on the beginning of the related
Remittance Period on the Mortgage Loans in Loan Group 2 and (ii) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days in the Interest Accrual Period for the Group 2 Certificates related to such
Distribution Date.

            Index: As to each Mortgage Loan in Loan Group 2, the index from time
to time in effect for the adjustment of the Mortgage Rate set forth as such on
the related Mortgage Note.

            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 Mortgage Loan: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to the provisions hereof, 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 as of the Closing
Date, notwithstanding foreclosure or other acquisition of title of the related
Mortgaged Property.

            Insurance Policy: With respect to 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 or released to the Mortgagor.

            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 the Corresponding Class of Lower Tier Regular Interests and any
Distribution Date, the calendar month prior to the month of such Distribution
Date. For purposes of computing accrual of interest on each Class of Delay
Certificates and each Class of Lower Tier Regular Interests, each month is
assumed to have 30 days and each year is assumed to have 360 days. With respect
to each Class of Non-Delay Certificates and the Corresponding Class of Lower
Tier Regular Interests and any Distribution Date, the period commencing on the
[25]th day of the month preceding the month in which such Distribution Date
occurs and ending on the [24]th day of the


                                      I-13
<PAGE>


month in which such Distribution Date occurs (or in the case of the first
Distribution Date, the period from and including the Closing Date to but
excluding such first Distribution Date). For purposes of computing interest
accruals on each Class of Non-Delay Certificates, each Interest Accrual Period
has the actual number of days in such month and each year is assumed to have 360
days.

            Item 1119 Party: The Depositor, any Seller, the Servicer, the
Trustee, any originator identified in the Prospectus Supplement, the Corridor
Contract Counterparty, the Class AF-5B Insurer and any other material
transaction party, as identified in Exhibit S hereto, as updated pursuant to
Section 11.04.

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

            LIBOR Certificates: As specified in the Preliminary Statement.

            LIBOR Determination Date: With respect to any Interest Accrual
Period (other than the initial Interest Accrual Period) for the LIBOR
Certificates, the [second] London Business Day preceding 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 XI (except
Section 11.07(a)(1) and (2)).

            Liquidated Mortgage Loan: With respect to any Distribution Date, a
defaulted Mortgage Loan (including any REO Property) which was liquidated in the
calendar month preceding the month of such 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 such
Mortgage Loan including the final disposition of an REO Property.


                                      I-14
<PAGE>


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

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

            Loan Group 1:  All Mortgage Loans which have Mortgage Rates that
are fixed.

            Loan Group 2:  All Mortgage Loans which have Mortgage Rates that
are adjustable.

            Loan-to-Value Ratio: With respect to any Mortgage Loan and as of any
date of determination, is the fraction, expressed as a percentage, the numerator
of which is the original principal balance of the related Mortgage Loan at such
date of determination and the denominator of which is the Collateral Value of
the related Mortgaged Property.

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

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

            Lower Tier Adjustable Rate Regular Interest: Each of the Class
LT-AV-1, Class LT-MV-1, Class LT-MV-2, and Class BV Interests as described in
the Preliminary Statement.

            Lower Tier Fixed Rate Regular Interest: Each of the Class LT-AF-1,
Class LT-MF-1, Class LT-MF-2, and Class LT-BF Interests as described in the
Preliminary Statement.

            Lower Tier Regular Interests:  Each of the Lower Tier Adjustable
Rate Regular Interests and the Lower Tier Fixed Rate Regular Interests.

            Lower Tier REMIC:  As described in the Preliminary Statement

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

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

            Margin: As to each Mortgage Loan, the percentage amount set forth on
the related Mortgage Note added to the Index in calculating the Mortgage Rate
thereon.

            Master REMIC: As defined in the Preliminary Statement.


                                      I-15
<PAGE>


            Maximum Rate: As to any Mortgage Loans in Loan Group 2, the maximum
rate set forth on the related Mortgage Note at which interest can accrue on such
Mortgage Loan.

            Modified Mortgage Loan: Any Mortgage Loan which the Servicer has
modified pursuant to Section 3.12(c).

            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(R) System.

            MERS(R) 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.

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

            Monthly Statement:  The statement delivered to the
Certificateholders pursuant to Section 4.06.

            Moody's:  Moody's Investor Service, Inc.  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 either (i) to the provisions hereof or (ii) to the
provisions of a Subsequent Transfer Agreement and to the provisions hereof, 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.


                                      I-16
<PAGE>


            Mortgage Loan Schedule: As of any date, the list of Mortgage Loans
included in the Trust Fund on such date, separately identifying the Initial
Mortgage Loans and the Subsequent Mortgage Loans (if any), attached hereto as
Schedule I. 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 Mortgagor's name and 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 related Cut-off
      Date;

            (viii) the Loan-to-Value Ratio or Combined Loan-to-Value (as
      applicable) 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) with respect to the Mortgage Loans in Loan Group 2:

                  (a) the Maximum Rate;

                  (b) the Periodic Rate Cap;

                  (c) the Adjustment Date;

                  (d) the Margin;

            (xv) a code indicating whether the Mortgage Loan is a Performance
      Loan;


                                      I-17
<PAGE>


            (xvi) the Servicing Fee Rate;

            (xvii) a code indicating whether the Mortgage Loan is a Lender PMI
      Loan;

            (xviii) with respect to the Lender PMI Loans, the Lender PMI fee
      premium; and

            (xix) a code indicating whether the Mortgage Loan is a Delay
      Delivery Mortgage Loan.

Such 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
indebtedness evidencing 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.

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

            Mortgagor:  The obligor(s) on a Mortgage Note.

            MR Interest:  As defined in the Preliminary Statement.

            Net Monthly Excess Cashflow: For any Distribution Date the amount
remaining for distribution pursuant to subsection 4.02(iii) (before giving
effect to distributions pursuant to such subsection).

            Net Prepayment Interest Shortfall: For any Distribution Date and any
Loan Group, the amount by which the sum of the Prepayment Interest Shortfalls
with respect to such Loan Group exceeds the sum of the Compensating Interest
payments made on such Distribution Date with respect to such Loan Group.

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

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

            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.

            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


                                      I-18
<PAGE>


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 the case
may be, 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: A written opinion of counsel, who may be counsel
for the Depositor or the Servicer, including in-house counsel, reasonably
acceptable to the Trustee; provided, however, that with respect to the
interpretation or application of the REMIC Provisions, such counsel must (i) in
fact be independent of the Depositor and the Servicer, (ii) not have any direct
financial interest in the Depositor or the Servicer or in any affiliate of
either, and (iii) not be connected with the Depositor or the Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

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

            Optional Termination Date: The Distribution Date on which the assets
of the Trust Fund decline to [10]% or less of the Cut-off Date Principal
Balances of the Mortgage Loans.

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

            OTS:  The Office of Thrift Supervision.

            Outstanding:  With respect to 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 which was not the subject of a
Principal Prepayment in Full prior to such Due Date and which did not become a
Liquidated Mortgage Loan prior to such Due Date.

            Ownership Interest: As to any Residual 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.

            Pass-Through Margin: With respect to each Class of Adjustable Rate
Certificates, the following percentages: Class AV-1 Certificates, [   ]%; Class
MV-1 Certificates, [   ]%; Class MV-2 Certificates, [   ]%; and Class BV
Certificates, [   ]%. Following the Optional Termination Date, the Pass-Through
Margin for the Class AV-1 Certificates shall be [doubled]


                                      I-19
<PAGE>


and the Pass-Through Margin for Group 2 Subordinated Certificates shall increase
by [1.5] times.

            Pass-Through Rate: For each Class of Certificates and each Lower
Tier Interest, 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,
such percentage interest being set forth on the face thereof or equal to the
percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.

            Performance Certification:  As defined in Section 11.05.

            Performance Loan: Mortgage Loans that provide borrowers the
potential of margin reduction for good payment history. If, at the time of
evaluation, the related borrower has made scheduled payments in full since the
origination of the loan with a maximum of one late payment (which, however,
cannot be in the month of evaluation) the Mortgage Loan is eligible for a
reduction (ranging from [ ]% to [ ]%) in the margin used to calculate the
Mortgage Rate.

            Periodic Rate Cap: As to any Mortgage Loan in Loan Group 2 and any
Adjustment Date, the maximum percentage increase or decrease to the related
Mortgage Rate on any such Adjustment Date, as specified in the related Mortgage
Note.

            Permitted Investments:  At any time, any one or more of the
following obligations and securities:

            (i) obligations of the United States or any agency thereof, provided
      that such obligations are 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 such lower rating as will
      not result in the downgrading 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 which is then receiving
      the highest commercial or finance company paper rating of each Rating
      Agency, or such lower rating as will not result in the downgrading 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 and/or state
      banking authorities, provided that the commercial paper and/or long-term
      unsecured debt obligations of such depository institution or trust
      company (or in the case of the principal depository institution in a
      holding company system, the commercial


                                      I-20
<PAGE>


      paper or long-term unsecured debt obligations of such 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 such securities, or such lower ratings as will not result in
      the downgrading 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 such
      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 such 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;

            (viii) securities (other than stripped bonds, stripped coupons or
      instruments sold at a purchase price in excess of [ ]% of the face amount
      thereof) bearing interest or sold at a discount issued by any corporation
      incorporated under the laws of the United States or any state thereof
      which, at the time of such investment, have one of the two highest ratings
      of each Rating Agency (except if the Rating Agency is Moody's such rating
      shall be the highest commercial paper rating of Moody's for any such
      securities), or such lower rating as will not result in the downgrading 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;

            (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) such other investments bearing interest or sold at a discount
      acceptable to each Rating Agency as will not result in the downgrading 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;

provided that no such instrument shall be a Permitted Investment if such
instrument evidences the right to receive interest only payments with respect to
the obligations underlying such instrument. Any permitted Investment shall be
relatively risk free and no options or voting rights


                                      I-21
<PAGE>


shall be exercised with respect to any Permitted Investment. No Permitted
Investment may be sold or disposed of before its maturity.

            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)
which is exempt from tax imposed by Chapter 1 of the Code (including the tax
imposed by section 511 of the Code on unrelated business taxable income) on any
excess inclusions (as defined in section 860E(c)(1) of the Code) with respect to
any Residual Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a U.S.
Person, and (vi) any other Person so designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Residual
Certificate to such Person may cause the REMIC hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth 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.

            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.

            Pool Stated Principal Balance: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Mortgage Loans on the last day
of the related Remittance Period which were Outstanding Mortgage Loans on such
day.

            Pre-Funding Amount: With respect to any date, the amount on deposit
in the respective Pre-Funding Accounts as of such date (net of any reinvestment
earnings thereon).

            Pre-Funding Accounts: The separate Eligible Accounts created and
maintained by the Trustee pursuant to Section 3.06 in the name of the Trustee
for the benefit of the Certificateholders and designated "[ ], in trust for
registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed
Certificates, Series SPMD [ ]." Funds in the Pre-Funding Accounts shall be held
in trust for the Certificateholders for the uses and purposes set forth in this
Agreement and shall not be a part of any REMIC created hereunder, provided,
however that any investment income earned from Permitted Investments made with
funds in the Pre-Funding Accounts will be for the account of the Depositor.

            Pre-Funding Period: With respect to each Loan Group, the period
commencing on the Closing Date and ending on the earlier to occur of (i) the
date on which the amount on deposit in the Pre-Funding Accounts (exclusive of
any investment earnings) is less than $[      ] and (ii) [      ].


                                      I-22
<PAGE>


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

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

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

            (i) the Mortgage Loan account number;

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

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

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

            (v) The term of the Prepayment Charge;

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

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

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

            Prepayment Interest Shortfall: As to any Distribution Date, Mortgage
Loan and Principal Prepayment, the amount, if any, by which one month's interest
at the related Mortgage Rate (net of the related 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,
on the Initial Cut-off Date) and to and including the 15th day of the month of
such Distribution Date.

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

            Principal Distribution Amount: For each Certificate Group on any
Distribution Date, the sum of (i) the Basic Principal Distribution Amount for
such Distribution Date for such


                                      I-23
<PAGE>


Certificate Group and (ii) the Extra Principal Distribution Amount for such
Distribution Date for such Certificate Group.

            Principal Prepayment: Any payment of principal by a Mortgagor on a
Mortgage Loan (including without limitation the Purchase Price of any Modified
Mortgage Loan purchased pursuant to Section 3.12(c)) that is received in advance
of its scheduled Due Date and is not accompanied by an amount representing
scheduled interest due on any date or dates in any month or months subsequent to
the month of prepayment. Partial Principal Prepayments shall be applied by the
Servicer in accordance with the terms of the related Mortgage Note.

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

            Principal Remittance Amount: With respect to any Distribution Date
and each Loan Group, the amount equal to the sum of the following amounts
(without duplication) with respect to the immediately preceding Remittance
Period: (i) each payment of principal on a Mortgage Loan in the related Loan
Group received by the Servicer during such Remittance Period, including all full
and partial principal prepayments, (ii) the Liquidation Proceeds on the Mortgage
Loans in the related Loan Group allocable to principal actually collected by the
Servicer during the related Remittance Period, (iii) the portion of the purchase
price with respect to each Deleted Mortgage Loan in the related Loan Group, the
repurchase obligation for which arose during the related Remittance Period and
that was repurchased prior to the related Distribution Account Deposit Date,
(iv) the principal portion of any Substitution Adjustment Amounts in connection
with a substitution of a Mortgage Loan in the related Loan Group as of such
Distribution Date, (v) with respect to the Distribution Date occurring in the
month following the end of the Pre-Funding Period, the related Unutilized
Pre-Funding Amount and (vi) the allocable portion of the proceeds received with
respect to the termination of the Trust Fund (to the extent such proceeds relate
to principal).

            Private Certificates:  As specified in the Preliminary Statement.

            Proprietary Lease:  With respect to any Cooperative Unit, a lease
or occupancy agreement between a Cooperative Corporation and a holder of
related Coop Shares.

            Prospectus Supplement:  The Prospectus Supplement dated
[                        ] relating to the Offered Certificates.

            PUD:  Planned Unit Development.

            Purchase Price: With respect to any Modified Mortgage Loan or any
Mortgage Loan required to be purchased by the Seller pursuant to Section 2.02 or
2.03 or purchased at the option of the Servicer pursuant to Section 3.12, an
amount equal to the sum of (i) 100% of the unpaid principal balance of the
Mortgage Loan on the date of such purchase, and (ii) accrued interest thereon at
the applicable Mortgage Rate (or at the applicable Adjusted Net 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 and (iii) any costs and damages incurred by
the Trust Fund in connection with any violation by the Mortgage Loan


                                      I-24
<PAGE>


of any predatory or abusive lending law, provided, however, that if such
Mortgage Loan is a Modified Mortgage Loan, the interest component of the
Purchase Price shall be computed (i) on the basis of the applicable Adjusted Net
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 such Modified Mortgage
Loan is assigned to the Servicer pursuant to Section 3.12(c).

            Qualified Insurer: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such 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 either such organization or a successor is no longer
in existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person, as is designated by the
Depositor, notice of which designation shall be given to the Trustee. References
herein to a given rating or rating category of a Rating Agency shall mean such
rating category without giving effect to any modifiers. For purposes of Section
10.05(b), the addresses for notices to each Rating Agency shall be (i) [S&P] and
(ii) [Fitch, Attention: Residential Mortgage Surveillance Monitoring], or such
other address as either such Rating Agency may hereafter furnish to the
Depositor and the Servicer.

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

            Recognition Agreement: With respect to any Cooperative Loan, an
agreement between the Cooperative Corporation and the originator of such
Mortgage Loan which establishes the rights of such originator in the Cooperative
Property.

            Record Date: With respect to any Distribution Date, the close of
business on the last Business Day of the month preceding the month in which such
applicable Distribution Date occurs.

            Reference Bank:  As defined in Section 4.07.

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

            Regular Certificates:  As specified in the Preliminary Statement.

            Regulation AB:  Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. ss.ss.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


                                      I-25
<PAGE>


(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.

            Relevant Mortgage Loan: A 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, the
amount, if any, by which interest collectible on such Mortgage Loan for the most
recently ended calendar month is less than interest accrued thereon for such
month pursuant to the Mortgage Note.

            Relief Act:  The Servicemembers Civil Relief Act of 1940, as
amended.

            Relief Act Interest Shortfall: With respect to any Distribution Date
and any Mortgage Loan as to which there has been a reduction in the amount of
interest collectible thereon for the most recently ended calendar month as a
result of the application of the Relief Act, 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 Change of Law: Any proposed, temporary or final regulation,
revenue ruling, revenue procedure or other official announcement or
interpretation relating to REMICs and the REMIC Provisions issued after the
Closing Date.

            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.

            Remittance Period: With respect to 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
such Distribution Date occurs.

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

            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);


                                      I-26
<PAGE>


            (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 Corridor Contract Counterparty,
      the Class AF-5B Insurer, any enhancement or support provider contemplated
      by Items 1114(b) or 1115 of Regulation AB, or any other material party
      contemplated by Item 1101(d)(1) of Regulation AB;

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

            (e) any amendment to this Agreement;

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

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

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

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

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

            Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy that is required to be maintained from time to time under this
Agreement.


                                      I-27
<PAGE>


            Required Reserve Amount: On any Distribution Date that (A) the Group
2 WAC Cap exceeds the Pass-Through Rate on the Class BV Certificate by less than
[     ]% ([     ] basis points), the greater of $[     ] or the product of (i)
[     ]% and the Class Certificate Balance of the Adjustable Rate Certificates
as of such Distribution Date and (B) the Group 2 WAC Cap exceeds the
Pass-Through Rate on the Class BV Certificates by more than [     ]%, $[     ].

            Residual Certificates:  As specified in the Preliminary Statement.

            Responsible Officer: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, any Assistant Secretary, any Assistant
Treasurer, 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, such matter is referred because of such officer's knowledge
of and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Agreement.

            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. If
S&P is designated as a Rating Agency in the Preliminary Statement, for purposes
of Section 10.05(b) the address for notices to S&P shall be Standard & Poor's
Ratings Group, 26 Broadway, 10th Floor, New York, New York 10004, Attention:
Mortgage Surveillance Monitoring, or such other address as S&P may hereafter
furnish to the Depositor and the Servicer.]

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

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

            Security Agreement: With respect to any Cooperative Loan, the
agreement between the owner of the related Coop Shares and the originator of the
related Mortgage Note, which defines the terms of the security interest in such
Coop 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 Enhancement Percentage: With respect to either Certificate
Group and any Distribution Date, the percentage obtained by dividing (x) the sum
of (i) the aggregate Class Certificate Balance of the Subordinated Certificates
of such Certificate Group and (ii) the related Subordinated Amount (in each case
after taking into account the distributions of the related Principal
Distribution Amount for such Distribution Date) by (y) the aggregate Stated
Principal


                                      I-28
<PAGE>

Balance of the Mortgage Loans in the related Loan Group as of the last
day of the related Remittance Period.

            Senior Specified Enhancement Percentage: As of any date of
Determination, [ ]% with respect to Certificate Group 1 and [ ]% with respect to
Certificate Group 2.

            Servicer:  [IndyMac Bank, F.S.B.],  a federal savings bank, and
its successors and assigns, in its capacity as servicer hereunder.

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

            Servicer Event of Default:  As defined in Section 7.01(I).

            Servicer Prepayment Charge Payment Amount:  The amounts payable
by the Servicer in respect of waived Prepayment Charges pursuant to Section
3.06(d)(ix).

            Servicing Account:  The separate Eligible Account or Accounts
created and maintained pursuant to Section 3.06(b) hereof.

            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, but not limited to, the cost of (i) (a) the
preservation, restoration and protection of a Mortgaged Property, (b) expenses
reimbursable to the Servicer pursuant to Section 3.12 and any enforcement or
judicial proceedings, including foreclosures, (c) the maintenance and
liquidation of any REO Property and (d) compliance with the obligations under
Section 3.10; and (ii) reasonable compensation to the Servicer or its affiliates
for acting as broker in connection with the sale of foreclosed Mortgaged
Properties and for performing certain default management and other similar
services (including, but not limited to, appraisal services) in connection with
the servicing of defaulted Mortgage Loans; provided, however, that for purposes
of this clause (ii), only costs and expenses incurred in connection with the
performance of activities generally considered to be outside the scope of
customary servicing or servicing duties shall be treated as Servicing Advances.

            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,
an amount equal to one month's interest at the applicable Servicing Fee Rate on
the Stated Principal Balance of such Mortgage Loan, or, in the event of any
payment of interest which accompanies a Principal Prepayment in Full made by the
Mortgagor, interest at the Servicing Fee Rate on the Stated Principal Balance of
such Mortgage Loan for the period covered by such payment of interest, subject
to reduction as provided in Section 3.15

            Servicing Fee Rate: With respect to any Mortgage Loan, the per annum
rate set forth in the Mortgage Loan Schedule for such Mortgage Loan.


                                      I-29
<PAGE>


            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
such 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.

            60+ Day Delinquent Loan: Each Mortgage Loan with respect to which
any portion of a Scheduled Payment is, as of the last day of the prior
Remittance Period, two months or more past due (without giving effect to any
grace period), each Mortgage Loan in foreclosure, all REO Property and each
Mortgage Loan for which the Mortgagor has filed for bankruptcy.

            Specified Subordinated Amount: With respect to each Loan Group prior
to the Stepdown Date for the related Certificate Group, an amount equal to [ ]%
for Loan Group 1 and [ ]% for Loan Group 2, of the Cut-off Date Principal
Balance of the Mortgage Loans in the related Loan Group, and with respect to
each Loan Group on and after the Stepdown Date for the related Certificate
Group, an amount equal to [ ]% for Loan Group 1 and [ ]% for Loan Group 2, of
the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group
as of the last day of the related Remittance Period, subject to a minimum amount
equal to [ ]% for each Loan Group of the aggregate Stated Principal Balance of
the Mortgage Loans in that Loan Group as of the related Cut-off Date, provided,
however, that if, on any Distribution Date, a Trigger Event for a Certificate
Group has occurred, the Specified Subordinated Amount shall not be reduced to
the applicable percentage of the then current aggregate Stated Principal Balance
of the Mortgage Loans in the related Loan Group until the Distribution Date on
which a Trigger Event for such Certificate Group is no longer occurring.

            SR Interest: As defined in the Preliminary Statement.

            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) after giving effect to any previous partial Principal Prepayments
and Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Mortgage Loan) and to the payment of principal due on such Due Date
and irrespective of any delinquency in payment by the related Mortgagor.

            Stepdown Date: With respect to either Loan Group, the later to occur
of (i) the Distribution Date in [ ] and (ii) the first Distribution Date on
which the Senior Enhancement Percentage (calculated for this purpose only after
taking into account distributions of principal on the Mortgage Loans in the
related Loan Group on the last day of the related Remittance Period but prior to
any applications of Principal Distribution Amount to the related Certificates)
is greater than or equal to the related Senior Specified Enhancement Percentage.


                                      I-30
<PAGE>


            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 Amount: For each Certificate Group and as of any
Distribution Date and related Loan Group, the excess, if any, of (a) the
aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as
of the end of the related Remittance Period over (b) the aggregate of the Class
Certificate Balances of the Offered Certificates in the related Certificate
Group as of such Distribution Date (after giving effect to the payment of
principal on such Certificates on such Distribution Date) plus amount in the
related Pre-Funding Account, if any, excluding investment earnings.

            Subordinated Certificates:  As specified in the Preliminary
Statement.

            Subordination Deficiency: With respect to any Distribution Date and
either Loan Group, the excess, if any, of (a) the Specified Subordinated Amount
for the related Certificate Group applicable to such Distribution Date over (b)
the Subordinated Amount for such Certificate Group applicable to such
Distribution Date.

            Subordination Reduction Amount: With respect to any Distribution
Date and either Loan Group, an amount equal to the lesser of (a) the related
Excess Subordinated Amount and (b) the Total Monthly Excess Spread for the
related Certificate Group.

            Subsequent Mortgage Loan: Such of the mortgage loans transferred and
assigned to the Trustee pursuant to (i) the provisions of a Subsequent Transfer
Agreement and (ii) the provisions hereof, 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 for the related Subsequent
Transfer Date, notwithstanding foreclosure or other acquisition of title of the
related Mortgaged Property. When used with respect to a single Subsequent
Transfer Date, "Subsequent Mortgage Loan" shall mean a Subsequent Mortgage Loan
conveyed to the Trust Fund on such Subsequent Transfer Date.

            Subsequent Transfer Agreement: A Subsequent Transfer Agreement
substantially in the form of Exhibit O hereto, executed and delivered by the
Seller, the Depositor and the Trustee as provided in Section 2.09(a).

            Subsequent Transfer Date: For any Subsequent Transfer Agreement, the
"Subsequent Transfer Date" identified in such Subsequent Transfer Agreement;
provided, however, the Subsequent Transfer Date for any Subsequent Transfer
Agreement may not be a date earlier than the date on which the Subsequent
Transfer Agreement is executed and delivered by the parties thereto pursuant to
Section 2.09(a).

            Subsidiary REMIC: As defined in the Preliminary Statement.

            Substitute Mortgage Loan: A Mortgage Loan substituted by the Seller
for a Deleted Mortgage Loan which must, on the date of such substitution, as
confirmed in a Request


                                      I-31
<PAGE>


for Release, substantially in the form of Exhibit M, (i) have a Stated Principal
Balance, after deduction of the principal portion of the Scheduled Payment due
in the month of substitution, not in excess of, and not more than [10]% less
than, the Stated Principal Balance of the Deleted Mortgage Loan; (ii) be
accruing interest at a rate no lower than and not more than [1]% per annum
higher than, that of the Deleted Mortgage Loan; (iii) have a Loan-to-Value Ratio
or Combined Loan-to-Value Ratio (as applicable) no higher than that of the
Deleted Mortgage Loan; (iv) have a remaining term to maturity no greater than
(and not more than one year less than that of) the Deleted Mortgage Loan; (v)
not be a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative
Loan, (vi) comply with each representation and warranty set forth in Section
2.03, (vii) satisfy the criteria for inclusion in the applicable Loan Group.

            Substitution Adjustment Amount: The meaning ascribed to such term
pursuant to Section 2.03.

            Telerate Page 3750: The display page currently so designated on the
Bridge Telerate Service (or such other page as may replace that page on that
service for displaying comparable rates or prices).

            Total Monthly Excess Spread: As to either Loan Group and any
Distribution Date, an amount equal to the excess if any, of (i) the interest
collected or advanced on the related Mortgage Loans during the related
Remittance Period plus the related Capitalized Interest Requirement for such
Distribution Date over (ii) the sum of the interest payable to the Classes of
Certificates in the related Certificate Group on such Distribution Date.

            Transaction Documents: This Agreement, [each Yield Maintenance
Agreement,] [the Class [ ] Policy] 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.

            Trigger Event: With respect to the Certificates of a Certificate
Group after a Stepdown Date for the related Loan Group, exists if the quotient
(expressed as a percentage) of (x) the three month rolling average of 60+ Day
Delinquent Loans for the related Loan Group, as of the last day of the related
Remittance Period, over (y) the Stated Principal Balance of the Mortgage Loans
in that Loan Group equals or exceeds [50]% (in the case of Loan Group 1) or
[40]% (in the case of Loan Group 2) of the related Senior Enhancement
Percentage.

            Trust Fund: The corpus of the trust created hereunder consisting of
(i) the Mortgage Loans and all interest and principal received on or with
respect thereto after the related Cut-off Date, other than such amounts which
were due on the Mortgage Loans on or before the related Cut-off Date; (ii) the
Certificate Account, Excess Reserve Fund Account, the Distribution Account, the
Pre-Funding Accounts and the Capitalized Interest Accounts and all amounts
deposited therein pursuant to the applicable provisions of this Agreement
(including, without limitation, amounts received from the Seller on the Closing
Date which shall be deposited by the Trustee 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;


                                      I-32
<PAGE>


(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) all rights to receive amounts
under, and to enforce remedies in, the Cap Contract, and (vi) all proceeds of
the conversion, voluntary or involuntary, of any of the foregoing.

            Trustee: [        ] and its successors and, if a successor trustee
is appointed hereunder, such successor.

            Trustee Fee: As to each Mortgage Loan and any Distribution Date, an
amount equal to one month's interest at the related Trustee Fee Rate on the
Stated Principal Balance of such Mortgage Loan or, in the event of any payment
of interest which accompanies a Principal Prepayment in Full made by the
Mortgagor, interest at the Trustee Fee Rate on the Stated Principal Balance of
such Mortgage Loan for the period covered by such payment of interest.

            Trustee Fee Rate: With respect to each Mortgage Loan, the per annum
rate agreed upon in writing on or prior to the Closing Date by the Trustee and
the Depositor.

            Unpaid Interest Amounts: As of any Distribution Date and any Class
of Certificates, the sum of (a) the excess of (i) the sum of the Accrued
Certificate Interest Distribution Amount for such Distribution Date and any
portion of such Accrued Certificate Interest Distribution Amount from prior
Distribution Dates remaining unpaid over (ii) the amount in respect of interest
on such Class of Certificates actually distributed on the preceding Distribution
Date and (b) 30 days' interest on such excess at the applicable Pass-Through
Rate (to the extent permitted by applicable law).

            Unpaid Realized Loss Amount: With respect to any Class of
Subordinated Certificates and as to any Distribution Date, is the excess of (i)
Applied Realized Loss Amounts with respect to such Class over (ii) the sum of
all distributions in reduction of such Applied Realized Loss Amounts on all
previous Distribution Dates. Any amounts distributed to a Class of Subordinated
Certificates in respect of any Unpaid Realized Loss Amount will not be applied
to reduce the Class Certificate Balance of such Class.

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


                                      I-33
<PAGE>


            Unutilized Pre-Funding Amount:  The Pre-Funding Amount
immediately after the end of the Pre-Funding Period.

            Upper Tier Regular Interest:  As described in the Preliminary
Statement.

            Upper Tier REMIC:.  As described in the Preliminary Statement.

            Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) [1]% of all Voting Rights shall be allocated to the Class X
Certificates, if any (such Voting Rights to be allocated among the holders of
Certificates of each such Class in accordance with their respective Percentage
Interests) and (b) the remaining Voting Rights shall be allocated among Holders
of the remaining Classes of Certificates in proportion to the Certificate
Balances of their respective Certificates on such date.

            SECTION 1.01. Rules of Construction

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

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

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

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

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

            (e) A reference to "a [thing]" or "any [of a thing]" does not imply
the existence or occurrence of the thing referred to even though not followed by
"if any," and "any [of a thing]" is any of it. A reference to the plural of
anything as to which there could be either one or more than one does not imply
the existence of more than one (for instance, the phrase "the obligors on a
note" means "the obligor or obligors on a note"). "Until [something occurs]"
does


                                      I-34
<PAGE>


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 UCC are used in this Agreement as defined in the UCC.

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

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


                                      I-35
<PAGE>


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                         REPRESENTATIONS AND WARRANTIES

            SECTION 2.01. Conveyance of Mortgage Loans.

            (a) The Seller, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the
Depositor, without recourse, all the right, title and interest of the Seller in
and to each Initial Mortgage Loan, including all interest and principal received
or receivable by the Seller on or with respect to each Initial Mortgage Loan
after the related Cut-off Date and all interest and principal payments on each
Initial Mortgage Loan received prior to such related Cut-off Date in respect of
installments of interest and principal due thereafter, but not including
payments of principal and interest due and payable on each Initial Mortgage Loan
on or before such related Cut-off Date. On or prior to 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 Initial
Mortgage Loan listed in the Mortgage Loan Schedule as of the Closing Date. Such
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
Initial Mortgage Loans.

            (b) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, sets over and otherwise conveys to the
Trustee for the benefit of the Certificateholders, without recourse, all the
right, title and interest of the Depositor in and to the Trust Fund, together
with the Depositor's right to require the Seller to cure any breach of a
representation or warranty made herein by the Seller or to repurchase or
substitute for any affected Initial Mortgage Loan in accordance herewith.

            (c) In connection with the transfer and assignment of each Initial
Mortgage Loan, the Depositor has delivered or caused to be delivered (or, in the
case of the Delay Delivery Mortgage Loans, will deliver to, or will cause to be
delivered to, the Trustee within the time periods specified in the definition of
Delay Delivery Mortgage Loans), and, in connection with the transfer and
assignment of each Subsequent Mortgage Loan, will deliver or will cause to be
delivered, to the Trustee for the benefit of the Certificateholders the
following documents or instruments with respect to each Mortgage Loan so
assigned:

                  (i) (A) the original Mortgage Note, endorsed by manual or
            facsimile signature in blank in the following form: "Pay to the
            order of ______________ without recourse", with all intervening
            endorsements showing a complete chain of endorsement from the
            originator to the Person endorsing the Mortgage Note (each such
            endorsement being sufficient to transfer all right, title and
            interest of the party so endorsing, as noteholder or assignee
            thereof, in and to that Mortgage Note) and (B) with respect to any
            Lost Mortgage Note, a lost note affidavit from the Seller stating
            that the original Mortgage Note was lost or destroyed, together with
            a copy of such Mortgage Note;


                                      II-1
<PAGE>


                  (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
            Loan and either language indicating that the Mortgage Loan is a MOM
            Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan was
            not a MOM Loan at origination, the original Mortgage and the
            assignment thereof to MERS, with evidence of recording indicated
            thereon, or a copy of the Mortgage certified by the public recording
            office in which such Mortgage has been recorded;

                  (iii) In the case of each Mortgage Loan that is not a MERS
            Mortgage Loan, a duly executed assignment of the Mortgage (which may
            be included in a blanket assignment or assignments), together with,
            except as provided below, all interim recorded assignments of 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, if any;

                  (v) except as provided below, the original or duplicate
            original lender's title policy and all riders thereto; and

                  (vi) in the case of a Cooperative Loan, the originals of the
            following documents or instruments:

                  (a)   The Coop 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 with evidence of
                        recording thereon which have been filed in all places
                        required to perfect the Seller's interest in the Coop
                        Shares and the Proprietary Lease; and


                                      II-2
<PAGE>


                  (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). If in
                        connection with any Mortgage Loan the Depositor cannot
                        deliver

                        (i)   the original recorded Mortgage,

                        (ii)  all interim recorded assignments, or

                        (iii) the lender's title policy (together with all its
                              riders).

            In addition, in connection with the assignment of any MERS Mortgage
Loan, the Seller agrees that it will cause, at the Seller's expense, the MERS(R)
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(R) System
to identify the series of the Certificates issued in connection with such
Mortgage Loans. The Seller further agrees that it will not, and will not permit
the Servicer to, and the Servicer agrees that it will not, alter the information
referenced in this paragraph with respect to any Mortgage Loan sold by the
Seller to the Depositor during the term of this Agreement unless and until such
Mortgage Loan is repurchased in accordance with the terms of this Agreement.

            In the event that in connection with any Mortgage Loan the Depositor
cannot deliver (a) the original recorded Mortgage, (b) all interim recorded
assignments or (c) the lender's title policy (together with all riders thereto)
satisfying the requirements of clause (ii), (iii) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii) or (iii) above, or because the title policy has not been
delivered to either the Servicer or the Depositor by the applicable title
insurer in the case of clause (v) above, the Depositor shall promptly deliver to
the Trustee, in the case of clause (ii) or (iii) above, such original Mortgage
or such interim assignment, as the case may be, with evidence of recording
indicated thereon upon receipt thereof from the public recording office, or a
copy thereof, certified, if appropriate, by the relevant recording office 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 such interim assignment or a copy thereof, certified, if appropriate, by
the relevant recording office, be made later than one year following the Closing
Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date), or, in
the case of clause (v) above, later than [120] days following the Closing Date
(or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date); provided,
however, that in the event the Depositor is unable to deliver by such date each
Mortgage and each such interim assignment by reason of the fact that any such
documents have not been returned by the appropriate recording office, or, in the
case of each such interim assignment, because the related Mortgage has not been
returned by the appropriate recording office, the Depositor shall deliver such
documents to the Trustee as promptly as


                                      II-3
<PAGE>


possible upon receipt thereof and, in any event, within [720] days following the
Closing Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date).
The Depositor shall forward or cause to be forwarded 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. In the event that 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 or cause to
be executed and delivered such a document to the public recording office. In the
case where a public recording office retains the original recorded Mortgage or
in the case where a Mortgage is lost after recordation in a public recording
office, the Seller shall deliver to the Trustee a copy of such Mortgage
certified by such public recording office to be a true and complete copy of the
original recorded Mortgage.

            As promptly as practicable subsequent to such transfer and
assignment, and in any event, within thirty (30) days thereafter, the Trustee
shall (i) affix the Trustee's name to each assignment of Mortgage, as the
assignee thereof 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, with respect to any assignment of a Mortgage as to which
the Trustee has not received the information required to deliver such
assignment, the Trustee's obligation to do so and to deliver the same for such
recording shall be as soon as practicable after receipt of such information and
in any event within [thirty (30)] days after the receipt thereof, and the
Trustee need not cause to be recorded any assignment which relates to a Mortgage
Loan (a) the Mortgaged Property and Mortgage File relating to which are located
in California or (b) in any other jurisdiction (including Puerto Rico) under the
laws of which, as evidenced by an Opinion of Counsel delivered by the Seller (at
the Seller's expense) to the Trustee, the recordation of such assignment is not
necessary to protect the Trustee's and the Certificateholders' interest in the
related Mortgage Loan.

            In the case of Mortgage Loans that 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 such payment
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 (in the case of Initial Mortgage
Loans) or within [thirty] days of the Subsequent Transfer Date (in the case of
Subsequent Mortgage Loans), the Seller shall either (i) deliver to the Trustee
the Mortgage File as required pursuant to this Section 2.01 for each Delay
Delivery Mortgage Loan or (ii) (A) repurchase the Delay Delivery Mortgage Loan
or (B) substitute the Delay Delivery Mortgage Loan for a Substitute Mortgage
Loan, which repurchase or substitution shall be accomplished in the manner and
subject to the conditions set forth in Section 2.03, provided that if the Seller
fails to deliver a Mortgage File for any Delay Delivery Mortgage Loan within the
period provided in the prior sentence, 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. The Seller shall
promptly provide each Rating


                                      II-4
<PAGE>


Agency with written notice of any cure, repurchase or substitution made pursuant
to the proviso of the preceding sentence. On or before the [fifth] Business Day
after the Closing Date (in the case of Initial Mortgage Loans) or the
[thirtieth] ([30]th) day (or if such [thirtieth] day is not a Business Day, the
succeeding Business Day) after Subsequent Transfer Date (in the case of
Subsequent Mortgage Loans), the Trustee shall, in accordance with the provisions
of Section 2.02, send a Delay Delivery Certification substantially in the form
annexed hereto as Exhibit G-1 (with any applicable exceptions noted thereon) for
all Delay Delivery Mortgage Loan delivered within the specified numbers of days
after the pertinent date. The Trustee will promptly send a copy of such Delay
Delivery Certification to each Rating Agency. The Seller shall use its best
reasonable efforts to effect a substitution, rather than a repurchase of, any
Deleted Mortgage Loan.

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

            SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans.

            (a) The Trustee acknowledges receipt of the documents identified in
the Initial Certification in the form annexed hereto as Exhibit G, and receipt
of the amount of $[     ] for deposit in the Group 1 Pre-Funding Account and the
amount of $[         ] for deposit in the Group 2 Pre-Funding Account and
declares that it holds and will hold such documents and the other documents
delivered to it constituting the Mortgage Files for the Initial Mortgage Loans,
that it holds and will hold all amounts in the Pre-Funding Accounts and the
Capitalized Interest Accounts, 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
annexed hereto as Exhibit G. Based on its review and examination, and only as to
the documents identified in such Initial Certification, the Trustee acknowledges
that such documents appear regular on their face and relate to such Initial
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.

            On or before the [thirtieth (30th)] day after the Closing Date (or
if such [thirtieth] 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 Initial Mortgage Loans substantially
in the form annexed hereto as Exhibit G-1, with any applicable exceptions noted
thereon.

            Not later than [90] days after the Closing Date, the Trustee shall
deliver to the Depositor, the Servicer and the Seller a Final Certification in
the form annexed hereto as Exhibit H, with any applicable exceptions noted
thereon.


                                      II-5
<PAGE>


            If, in the course of such review, the Trustee finds any document
constituting a part of a Mortgage File which does not meet the requirements of
Section 2.01, the Trustee shall list such as an exception in the Final
Certification; provided, however, that the Trustee shall not make any
determination 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 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 or cure such defect within [90] days from the date it was so
notified of such defect and, if the Seller does not correct or cure such defect
within such period, the Seller shall either (a) substitute for the related
Initial Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (b) purchase such Initial Mortgage Loan from the Trustee within [90]
days from the date the Seller was notified of such defect in writing at the
Purchase Price of such Initial Mortgage Loan; provided, however, that in no
event shall such substitution or purchase occur more than [540] days from the
Closing Date, except that if the substitution or purchase of an Initial Mortgage
Loan pursuant to this provision is required by reason 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 such substitution or purchase shall occur within
[720] days from the Closing Date. The Trustee shall deliver written notice to
each Rating Agency within [270] days from the Closing Date indicating each
Initial Mortgage Loan (a) which has not been returned by the appropriate
recording office or (b) as to which there is a dispute as to location or status
of such Initial Mortgage Loan. Such notice shall be delivered every [90] days
thereafter until the related Initial Mortgage Loan is returned to the Trustee.
Any such substitution pursuant to (a) above or purchase pursuant to (b) above
shall not be effected prior to the delivery to the Trustee of the Opinion of
Counsel required by Section 2.05, if any, and any substitution pursuant to (a)
above shall not be effected prior to 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 such
month. The Purchase Price for any such Initial Mortgage Loan shall be deposited
by the Seller in the Certificate Account on or prior to the Distribution Account
Deposit Date for the Distribution Date in the month following the month of
repurchase and, upon receipt of such deposit and certification with respect
thereto in the form of Exhibit N hereto, the Trustee shall release the related
Mortgage File to the Seller and shall execute and deliver at the Seller's
request such instruments of transfer or assignment prepared by the Seller, in
each case without recourse, as shall be necessary to vest in the Seller, or a
designee, the Trustee's interest in any Initial Mortgage Loan released pursuant
hereto.

            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 such other documents or instruments
constituting the Mortgage File as come into the possession of the Servicer from
time to time.

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


                                      II-6
<PAGE>


            (b) The Trustee agrees to execute and deliver to the Depositor, the
Servicer and the Seller on the Subsequent Transfer Date an Initial Certification
in the form annexed hereto as Exhibit G acknowledging receipt of the documents
identified in such Initial Certification and declaring that it holds and will
hold such documents and the other documents delivered to it constituting the
Mortgage Files for the related Subsequent 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.

            Based on its review and examination, and only as to the documents
identified in such Initial Certification, the Trustee acknowledges that such
documents appear regular on their face and relate to such Subsequent Mortgage
Loan. 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.

            Not later than [90] days after the Subsequent Transfer Date, the
Trustee shall deliver to the Depositor, the Servicer and the Seller a Final
Certification in the form annexed hereto as Exhibit H, with any applicable
exceptions noted thereon.

            If, in the course of such review, the Trustee finds any document
constituting a part of a Subsequent Mortgage File which does not meet the
requirements of Section 2.01, the Trustee shall list such as an exception in the
Final Certification; provided, however, that the Trustee shall not make any
determination 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 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 or cure such defect within [90] days from the date it was so
notified of such defect and, if the Seller does not correct or cure such defect
within such period, the Seller shall either (a) substitute for the related
Subsequent Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2.03, or (b) purchase such Subsequent Mortgage Loan from the Trustee within [90]
days from the date the Seller was notified of such defect in writing at the
Purchase Price of such Subsequent Mortgage Loan; provided, however, that in no
event shall such substitution or purchase occur more than [540] days from the
Subsequent Transfer Date, except that if the substitution or purchase of a
Subsequent Mortgage Loan pursuant to this provision is required by reason 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 such substitution or purchase
shall occur within [720] days from the Subsequent Transfer Date. The Trustee
shall deliver written notice to each Rating Agency within [270] days from the
Subsequent Transfer Date indicating each Subsequent Mortgage Loan (a) which has
not been returned by the appropriate recording office or (b) as to which there
is a dispute as to location or status of such Mortgage Loan. Such notice shall
be delivered every [90] days thereafter until the related Subsequent Mortgage
Loan is returned to the Trustee. Any such substitution pursuant to (a)


                                      II-7
<PAGE>


above or purchase pursuant to (b) above shall not be effected prior to the
delivery to the Trustee of the Opinion of Counsel required by Section 2.05, if
any, and any substitution pursuant to (a) above shall not be effected prior to
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 such month. The Purchase Price for any
such Subsequent Mortgage Loan shall be deposited by the Seller in the
Certificate Account on or prior to the Distribution Account Deposit Date for the
Distribution Date in the month following the month of repurchase and, upon
receipt of such deposit and certification with respect thereto in the form of
Exhibit N hereto, the Trustee shall release the related Mortgage File to the
Seller and shall execute and deliver at the Seller's request such instruments of
transfer or assignment prepared by the Seller, in each case without recourse, as
shall be necessary to vest in the Seller, or a designee, the Trustee's interest
in any Subsequent 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(R) System in accordance with MERS'
rules and regulations or (ii) cause MERS to designate on the MERS(R) 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.

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

            SECTION 2.03. Representations, Warranties and Covenants of the
                          Seller and the Servicer.

            (a) [IndyMac], in its capacities as Seller and Servicer, hereby
makes the representations and warranties set forth in Schedule II hereto, and by
this reference incorporated herein, to the Depositor and the Trustee, as of the
Closing Date.

            (b) The Seller, in its capacity as Seller, hereby makes the
representations and warranties set forth in Schedule III hereto, and by this
reference incorporated herein, to the Depositor and the Trustee, as of the
Closing Date, or if so specified therein, as of the related 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. The Seller hereby covenants that within [90] days of


                                      II-8
<PAGE>


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 such [90] day period expires prior to
the second anniversary of the Closing Date, remove such Mortgage Loan (a
"Deleted Mortgage Loan") from the Trust Fund and substitute in its place a
Substitute Mortgage Loan, in the manner and subject to the conditions set forth
in 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;
provided, however, that any such substitution pursuant to (i) above shall not be
effected prior to the delivery to the Trustee of the Opinion of Counsel required
by Section 2.05, if any, and a Request for Release substantially in the form of
Exhibit N, and the Mortgage File for any such Substitute Mortgage Loan; and
provided, further, that, anything to the contrary herein notwithstanding, Seller
shall have no obligation to cure any such breach or to repurchase or substitute
for such affected Mortgage Loan if the substance of such breach constitutes
fraud in the origination of such affected Mortgage Loan and the Seller, at the
time of such origination and on the Closing Date, did not have actual knowledge
of such fraud. 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 such 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 Remittance Period 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 Remittance Period of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Mortgage
Loan for such Remittance Period and thereafter the Seller shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan.

            The Servicer shall amend the Mortgage Loan Schedule for the benefit
of the Certificateholders to reflect the removal of such Deleted Mortgage Loan
and the substitution of the Substitute Mortgage Loan or Loans and the Servicer
shall deliver the amended Mortgage Loan Schedule to the Trustee. Upon such
substitution, the Substitute Mortgage Loan or Loans shall be subject to the
terms of this Agreement in all respects, and the Seller shall be deemed to have
made with respect to such Substitute Mortgage Loan or Loans, as of the date of
substitution, the representations and warranties made pursuant to Section
2.03(b) with respect to such Mortgage Loan. Upon any such substitution and the
deposit to the Certificate Account of the amount required to be deposited
therein in connection with such substitution as described in the following
paragraph, the Trustee shall release the Mortgage File held for the benefit of
the Certificateholders relating to such 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.


                                      II-9
<PAGE>


            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 Remittance Period of substitution and any adjustment due to any costs or
damages incurred by the Trust Fund in connection with any violation of the
Mortgae Loan of any predatory or abusive lending law). 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
Servicing Advances with respect to such Deleted Mortgage Loans shall be
deposited into the Certificate Account by the Seller on or before 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.

            In the event that the Seller repurchases a Mortgage Loan, the
Purchase Price therefor shall be deposited in the Certificate Account pursuant
to Section 3.06 on or before 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 such Mortgage Loan and upon
such deposit of the Purchase Price, the delivery of the Opinion of Counsel
required by Section 2.05 and receipt of a Request for Release in the form of
Exhibit N hereto, 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. It is understood and agreed that
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 such Persons respecting such 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.

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

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

            The Depositor hereby assigns, transfers and conveys to the Trustee
all of its rights with respect to the Mortgage Loans including, without
limitation, the representations and warranties of the Seller made pursuant to
Section 2.03(b), together with all rights of the Depositor to require the Seller
to cure any breach thereof or to repurchase or substitute for any affected
Mortgage Loan in accordance with this Agreement.


                                     II-10
<PAGE>


            It is understood and agreed that the representations and warranties
set forth 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 foregoing representations and warranties set forth in this Section, which
materially and adversely affects the interest of the Certificateholders, the
party discovering such 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 and Repurchases.

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

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

            SECTION 2.06. Execution and Delivery of Certificates.

            The Trustee acknowledges the transfer and assignment to it of the
Trust Fund and, concurrently with 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
hereby. The "Startup Day" for purposes of the REMIC Provisions shall be the
Closing Date.


                                     II-11
<PAGE>


            SECTION 2.08. Covenants of the Servicer.

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

            (a) the Servicer shall comply in the performance of its obligations
under this Agreement with all reasonable rules and requirements of the insurer
under each Required Insurance Policy; and

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

            SECTION 2.09. Subsequent Transfers.

            (a) Upon [five] Business Days prior written notice to the Trustee,
the Depositor, the Seller and the Trustee shall complete, execute and deliver a
Subsequent Transfer Agreement. Subject to the satisfaction of the conditions set
forth in Article II and paragraph (b) below and pursuant to the terms of the
related Subsequent Transfer Agreement, in consideration of the Trustee's
delivery on each Subsequent Transfer Date to or upon the order of the Seller of
all or a portion of the balance of funds in the Pre-Funding Accounts (net of
investment earnings), the Seller shall on each Subsequent Transfer Date sell,
transfer, assign, set over and otherwise convey to the Depositor, without
recourse, all the right, title and interest of the Seller in and to each
Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the
Seller on such Subsequent Transfer Date, including all interest and principal
received or receivable by the Seller on or with respect to each Subsequent
Mortgage Loan after the related Cut-off Date and all interest and principal
payments on each Subsequent Mortgage Loan received prior to such related Cut-off
Date in respect of installments of interest and principal due thereafter, but
not including payments of principal and interest due and payable on each
Subsequent Mortgage Loan on or before such related Cut-off Date, and the
Depositor shall simultaneously sell, transfer, assign, set over and otherwise
convey to the Trustee for the benefit of the Certificateholders, without
recourse, all the right, title and interest of the Depositor in and to each
Subsequent Mortgage Loan listed on the Mortgage Loan Schedule delivered by the
Seller on such Subsequent Transfer Date, including all interest and principal
received or receivable by the Depositor on or with respect to each Subsequent
Mortgage Loan after the related Cut-off Date and all interest and principal
payments on each Subsequent Mortgage Loan received prior to such related Cut-off
Date in respect of installments of interest and principal due thereafter, but
not including payments of principal and interest due and payable on each
Subsequent Mortgage Loan on or before such related Cut-off Date.

            (b) If the assignment and transfer of the Subsequent Mortgage Loans
and the other property specified in this Section 2.09 from the Seller to the
Depositor pursuant to this Agreement is held or deemed not to be a sale or is
held or deemed to be a pledge of security for a loan, the Seller intends that
the rights and obligations of the parties shall be established pursuant to the
terms of this Agreement and that, in such event, (i) the Seller shall be deemed
to have granted and does hereby grant to the Depositor as of each Subsequent
Transfer Date a perfected,


                                     II-12
<PAGE>


first priority security interest in the entire right, title and interest of the
Seller in and to the related Subsequent Mortgage Loans and all other property
conveyed to the Depositor pursuant to this Section 2.09 and all proceeds
thereof, and (ii) this Agreement shall constitute a security agreement under
applicable law.

            (c) If the assignment and transfer of the Subsequent Mortgage Loans
and the other property specified in this Section 2.09 from the Depositor to the
Trustee pursuant to this Agreement is held or deemed not to be a sale or is held
or deemed to be a pledge of security for a loan, the Depositor intends that the
rights and obligations of the parties shall be established pursuant to the terms
of this Agreement and that, in such event, (i) the Depositor shall be deemed to
have granted and does hereby grant to the Trustee as of each Subsequent Transfer
Date a perfected, first priority security interest in the entire right, title
and interest of the Depositor in and to the related Subsequent Mortgage Loans
and all other property conveyed to the Trust Fund pursuant to this Section 2.09
and all proceeds thereof, and (ii) this Agreement shall constitute a security
agreement under applicable law.

            (d) The amount released from the Group 1 Pre-Funding Account by the
Trustee pursuant to this Section 2.09 shall be the aggregate Cut-off Date
Principal Balance of the Subsequent Mortgage Loans so transferred to Loan Group
1. The amount released from the Group 2 Pre-Funding Account by the Trustee
pursuant to this Section 2.09 shall be the aggregate Cut-off Date Principal
Balance of the Subsequent Mortgage Loans so transferred to Loan Group 2.

            (e) The Trustee shall contribute from the Pre-Funding Accounts funds
in an amount equal to the aggregate Cut-off Date Principal Balance of the
Subsequent Mortgage Loans so transferred to the Trust Fund to purchase the
Subsequent Mortgage Loans on behalf of the Trust Fund, along with the other
property and rights related thereto described in Section 2.09(a) hereof only
upon the satisfaction of each of the following conditions:

                  (i) the Trustee will be provided Opinions of Counsel addressed
            to the Rating Agencies with respect to the sale of the Subsequent
            Mortgage Loans conveyed on such Subsequent Transfer Date (such
            opinions being substantially similar to the opinions delivered on
            the Closing Date to the Rating Agencies with respect to the sale of
            the Initial Mortgage Loans on the Closing Date);

                  (ii) the execution and delivery of such Subsequent Transfer
            Agreement or conveyance of the related Subsequent Mortgage Loans
            does not result in a reduction or withdrawal of the any ratings
            assigned to the Certificates by the Ratings Agencies;

                  (iii) the Depositor shall deliver to the Trustee an Officer's
            Certificate confirming the satisfaction of each of the conditions
            set forth in Article II and this Section 2.09(b) required to be
            satisfied by such Subsequent Transfer Date;

                  (iv) each Subsequent Mortgage Loan conveyed on such Subsequent
            Transfer Date satisfies the representations and warranties
            applicable to it under this Agreement, provided, however, that with
            respect to a breach of a


                                     II-13
<PAGE>


            representation and warranty with respect to a Subsequent Mortgage
            Loan set forth in this clause (iv), the obligation under Section
            2.03(c) of this Agreement of the Seller to cure, repurchase or
            replace such Subsequent Mortgage Loan shall constitute the sole
            remedy against the Seller respecting such breach available to
            Certificateholders, the Depositor or the Trustee.

                  (v) the Subsequent Mortgage Loans conveyed on such Subsequent
            Transfer Date were selected in a manner reasonably believed not to
            be adverse to the interests of the Certificateholders;

                  (vi) no Subsequent Mortgage Loan conveyed on such Subsequent
            Transfer Date was [30] or more days delinquent;

                  (vii) each Subsequent Mortgage Loan conveyed on such
            Subsequent Transfer Date that is an Adjustable Rate Mortgage Loan is
            secured by a first lien on the related Mortgaged Property;

                  (viii) following the conveyance of the Subsequent Mortgage
            Loans on such Subsequent Transfer Date to the related Loan Group,
            the characteristics of such Loan Group listed below will not vary by
            more than the permitted variance listed below for each
            characteristic with respect to the Initial Mortgage Loans as set
            forth on the Mortgage Loan Schedule delivered on the Closing Date;
            provided that for the purpose of making such calculations, the
            characteristics for each Mortgage Loan made will be taken as of the
            related Cut-off Date for such Mortgage Loan:

      Loan Group 1:                                               Variation
         Loan Weighted Average Coupon:......................         [   %]
         Weighted Average Original Term to Maturity.........  [+/- 1 month]
         Weighted Average Original Loan-to-Value Ratio:.....         [   %]
         Weighted Average Combined Loan-to-Value Ratio......         [   %]
         Balloon Loans:.....................................         [   %]
         Maximum Principal Balance..........................   [$         ]
         State Concentration:...............................         [   %]
         Zip Code Concentration:............................         [   %]
         Non-Owner Occupied:................................         [   %]
         Second First Liens:................................         [   %]
         Manufactured Housing:..............................         [   %]

      Loan Group 2:                                               Variation
         Loan Weighted Average Coupon:......................         [   %]
         Weighted Average Original Maturity.................  [+/- 1 month]
         Weighted Average Original Loan-to-Value Ratio               [   %]
         Weighted Average Combined Loan-to-Value Ratio:.....         [   %]
         Performance Loans:.................................         [   %]
         Maximum Principal Balance..........................   [$         ]
         State Concentration:...............................         [   %]


                                     II-14
<PAGE>


         Zip Code Concentration:............................         [   %]
         Non-Owner Occupied:................................         [   %]
         First Liens:.......................................         [   %]
         Manufactured Housing:..............................         [   %]

                  (ix) neither the Seller nor the Depositor is insolvent and
            neither the Seller nor the Depositor will be rendered insolvent by
            the conveyance of Subsequent Mortgage Loans on such Subsequent
            Transfer Date;

                  (x) delivery to the Trustee of 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
            purchase of Subsequent Mortgage Loans 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 the
            Trust Fund to fail to qualify as a REMIC at any time that any
            Certificates are outstanding; and

                  (xi) delivery to the Trustee of the Mortgage File for each
            Subsequent Mortgage Loan to be transferred pursuant to the related
            Subsequent Transfer Agreement.

            The Trustee shall not be required to investigate or otherwise verify
compliance with these conditions, except for its own receipt of documents
specified above, and shall be entitled to rely on the required Officer's
Certificate.

            (f) In connection with each Subsequent Transfer Date and on the
related Distribution Date, the Seller shall determine (i) the amount and correct
dispositions of the funds distributed from the Capitalized Interest Accounts and
the Pre-Funding Accounts and (ii) any other necessary matters in connection with
the administration of the Capitalized Interest Accounts and the Pre-Funding
Accounts. In the event that any amounts are released by the Trustee from a
Pre-Funding Account or from a Capitalized Interest Account as a result of the
Seller's calculation error, the Trustee shall not be liable therefor, and the
Seller shall immediately repay such amounts to the Trustee.

            (g) Within five Business Days of the final Subsequent Transfer Date,
a letter addressed from an independent accountant retained by the Depositor
confirming that the characteristics of the Mortgage Loans, following the
acquisition of the related Subsequent Mortgage Loans, conform to the
characteristics identified in Section 2.09(d) will be addressed to and delivered
to the Trustee. If the characteristics of the Mortgage Loans do not conform to
these characteristics, within five Business Days of notice of this
non-conformity, the Seller shall purchase sufficient Subsequent Mortgage Loans
so that the characteristics of the Mortgage Loans conform to the characteristics
identified in Section 2.09(d).


                                     II-15
<PAGE>


            SECTION 2.10. Mandatory Prepayment.

            Any Unutilized Pre-Funding Amount shall be distributed to Holders of
the related Group of Certificates in accordance with Section 4.02 hereof on the
Distribution Date immediately following the Due Period in which the end of the
Pre-Funding Period occurs.


                                     II-16
<PAGE>


                                  ARTICLE III

                          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 the terms of this
Agreement and the Servicing Standard. In connection with such servicing and
administration, the Servicer shall have full power and authority, acting alone
to do or cause to be done any and all things that it may deem necessary or
desirable in connection with such servicing and administration, including but
not limited to, the power and authority, subject to the terms hereof, (i) to
execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages (but only in the manner provided in this Agreement),
(iii) to collect any Insurance Proceeds and other Liquidation Proceeds, and (iv)
to effectuate foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan. The Servicer shall not make or permit any
modification, waiver or amendment of any term of any Mortgage Loan would cause
the Trust Fund to fail to qualify as a REMIC or result in the imposition of any
tax under Section 860F(a) or Section 860G(d) of the Code. Without limiting the
generality of the foregoing, the Servicer, in its own name or in the name of any
Servicer or the Depositor and the Trustee, is hereby authorized and empowered by
the Depositor and the Trustee, when the Servicer or the Servicer, as the case
may be, 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 and all 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 and/or the Trustee such documents requiring execution and delivery by
either or both of them as are necessary or 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 such documents, the Depositor and/or the Trustee shall
execute such 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 or in the name
of the Subservicer, when the Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment to register any Mortgage Loan on
the MERS(R) System, or cause the removal from the registration of any Mortgage
Loan on the MERS(R) 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 or cause to be advanced funds as necessary for the
purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties, which advances shall be reimbursable in the


                                      III-1
<PAGE>


first instance from related collections from the Mortgagors pursuant to Section
3.07, and further as provided in Section 3.09. The costs incurred by the
Servicer, if any, 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 terms of such Mortgage Loans so permit.

            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.

            In the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including because of an Event of Default or termination by
the Depositor), the Trustee or its successor shall thereupon assume all of the
rights and obligations of the Servicer hereunder arising thereafter (except that
the Trustee shall not be (i) liable for losses of the Servicer pursuant to
Section 3.10 or any acts or omissions of the predecessor Servicer hereunder),
(ii) obligated to make Advances if it is prohibited from doing so by applicable
law, (iii) obligated to effectuate repurchases or substitutions of Mortgage
Loans hereunder, including but not limited to 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 such assumption shall be subject to
Section 7.02.

            SECTION 3.06. Collection of Mortgage Loan Payments; Servicing
                          Accounts; Collection Account; Certificate Account;
                          Distribution Account; Pre-Funding Accounts;
                          Capitalized Interest Accounts.

            (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 terms and provisions of the Mortgage Loans to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any related Required Insurance Policy. Consistent


                                     III-2
<PAGE>


with the foregoing, the Servicer may in its discretion (i) waive any late
payment charge (ii) modify any delinquent or defaulted Mortgage Loan (including
modifications that change the Mortgage Rate, forgive the payment of principal or
interest or extend the final maturity date of that Mortgage Loan), provided such
modification is consistent with the Servicing Standard and if in the Servicer's
determination such modification is not materially adverse to the interests of
the Certificateholders (taking into account any estimated loss that might result
absent such action) and is expected to minimize the loss of such Mortgage Loan,
provided, however, that the Servicer shall not initiate new lending to such
mortgagor through the trust and (iii) extend the due dates for payments due on a
Mortgage Note for a period not greater than [125] days; provided, however, that
the Servicer cannot extend the maturity of any such Mortgage Loan past the date
on which the final payment is due on the latest maturing Mortgage Loan in the
applicable Loan Group as of the related Cut-off Date In the event of any such
arrangement, the Servicer shall make Advances on the related Mortgage Loan in
accordance with the provisions of Section 4.01 during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements. The Servicer shall not be
required to institute or join in litigation with respect to collection of any
payment (whether under a Mortgage, Mortgage Note or otherwise or against any
public or governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law. The Servicer shall not sell any delinquent or defaulted Mortgage
Loan.

            (b) The Servicer shall establish and maintain one or more Servicing
Accounts into which the Servicer shall deposit or cause to be deposited on a
daily basis within [one] Business Day of receipt, the following payments and
collections received by it in respect of Mortgage Loans subsequent to the
related Cut-off Date (other than in respect of principal and interest due on the
Mortgage Loans on or before the related Cut-off Date):

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

                  (ii) all payments on account of interest on the Mortgage
            Loans, net of the related Servicing Fee and, in cases where the
            Servicer maintains the Servicing Account, the related Servicer Fee;
            and

                  (iii) all Insurance Proceeds 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.

            On or before the Withdrawal Date in each calendar month, the
Servicer shall (a) withdraw (or cause to be withdrawn and remitted to the
Servicer) from the Servicing Account all amounts on deposit therein pursuant to
clauses (i) and (ii) above (other than amounts attributable to a Principal
Prepayment in Full) and (b) deposit such amounts in the Collection Account. On
or before the Business Day in each calendar month following the deposit in the
Servicing Account of amounts on deposit therein pursuant to clause (iii) above
or pursuant to any Principal Prepayment in Full, the Servicer shall (a) withdraw
(or cause to be withdrawn and remitted to the


                                     III-3
<PAGE>


Servicer) such amounts from the Servicing Account and (b) deposit such amounts
in the Collection Account.

            (c) The Servicer shall establish and maintain a Collection Account
into which the Servicer shall deposit, as and when required by paragraph (b) of
this Section 3.06, all amounts required to be deposited in the Collection
Account pursuant to that paragraph.

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

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

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

                        (iii) all Insurance Proceeds 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 3.12 and 3.14;

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

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

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

                        (ix) all Prepayment Charges collected.

            In addition, with respect to any Mortgage Loan that is subject to a
buydown agreement, on each Due Date for such 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 such Mortgage Loan equal to the amount of
interest that has accrued on such Mortgage Loan from the preceding Due Date at
the Mortgage Rate net of the Servicing Fee on such date.


                                     III-4
<PAGE>


            The foregoing requirements for remittance by the Servicer shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees, if collected, need not be remitted by the Servicer. In the event that the
Servicer shall remit any amount not required to be remitted, it may at any time
withdraw such amount from the CertificateAccount, any provision herein to the
contrary notwithstanding. Such withdrawl or direction may be accomplished by
delivering written notice thereof to the Trustee or such other institution
maintaining the Certificate Account which 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) (i) The Trustee shall establish and maintain the Excess Reserve
Fund Account, on behalf of the Class X Certificateholders, to secure their
limited recourse obligation to pay to the Adjustable Rate Certificateholders
Basis Risk CarryForward Amounts.

            (ii) On the Closing Date, the Depositor shall deposit into the
      Excess Reserve Fund Account $[ ].

            (iii) On each Distribution Date, the Trustee shall deposit the
      amount of any Basis Risk Payment for such date into the Excess Reserve
      Fund Account.

            (iv) The Trustee shall invest amounts held in the Excess Reserve
      Fund Account only in Permitted Investments, which shall mature not later
      than the Business Day next preceding the next Distribution Date (except
      that if such Permitted Investment is an obligation of the institution that
      maintains such account, then such Permitted Investment shall mature not
      later than the next Distribution Date) and, in each case, shall not be
      sold or disposed of before its maturity. The Class X Certificateholder
      shall direct the Trustee in writing with respect to investment of amounts
      in the Excess Reserve Fund. In the absence of such written direction, all
      funds in the Excess Reserve Fund Account shall be invested by the Trustee
      in the [ ] Cash Reserve Fund.

            (f) (i) (A) On each Distribution Date the Required Reserve Fund
Deposit shall be deposited in the Excess Reserve Fund Account.

            (B) On each Distribution Date on which there exists a Basis Risk
      CarryForward Amount on any Class of Certificates, the Trustee shall
      withdraw from the Excess Reserve Fund Account amounts necessary to pay to
      such Class or Classes of Certificates the Basis Risk CarryForward Amount.
      Such payments shall be allocated to those Classes on a pro rata basis
      based upon the amount of Basis Risk CarryForward Amount owed to each such
      Class and shall be paid in the priority set forth in Section 4.02(iii)(i)
      hereof.

            (ii) The Trustee shall account for the Excess Reserve Fund Account
      as an outside reserve fund within the meaning of Treasury regulation
      1.860G-2(h) and not an asset of any REMIC created pursuant to this
      Agreement. The owner of


                                     III-5
<PAGE>

      the Excess Reserve Fund Account is the Class X Certificateholder. For all
      Federal tax purposes, amounts transferred by the Upper Tier REMIC to the
      Excess Reserve Fund Account shall be treated as distributions by the
      Trustee to the Class X Certificateholder.

            (iii) Any Basis Risk CarryForward Amounts paid by the Trustee to the
      Adjustable Rate Certificateholders shall be accounted for by the Trustee
      as amounts paid to the Holders of the Class X Certificate. In addition,
      the Trustee shall account for the Adjustable Rate Certificateholders
      rights to receive payments of Basis Risk CarryForward Amounts as rights in
      a limited recourse interest rate cap contract written by the Class X
      Certificateholders in favor of the Adjustable Rate Certificateholders.

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

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

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

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

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

            In the event that the Servicer shall remit any amount not required
to be remitted, it may at any time direct the Trustee in writing to withdraw
such amount from the Distribution Account, any provision herein to the contrary
notwithstanding. Such direction may be accomplished by delivering an Officer's
Certificate to the Trustee which 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.

            (h) (1) Each institution at which the Certificate Account or
Distribution Account is maintained shall invest the funds therein as directed in
writing by the Servicer in Permitted Investments, which shall mature not later
than (i) in the case of the Certificate Account, the [second] Business Day next
preceding the related Distribution Account Deposit Date (except that if such
Permitted Investment is an obligation of the institution that maintains such
account, then such Permitted Investment shall mature not later than the Business
Day next preceding such Distribution Account Deposit Date) and (ii) in the case
of the Distribution Account, the Business Day next preceding the Distribution
Date (except that if such Permitted Investment is an obligation of the
institution that maintains such account, then such Permitted


                                     III-6
<PAGE>


Investment shall mature not later than such Distribution Date) and, in each
case, shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the benefit of the
Certificateholders. All income and gain (net of any losses) realized from any
such investment of funds on deposit in the Certificate Account or the
Distribution Account shall be for the benefit of the Servicer as servicing
compensation and shall be remitted to it monthly as provided herein. The amount
of any realized losses in the Certificate Account or the Distribution Account
incurred in any such account in respect of any such investments shall promptly
be deposited by the Servicer in the Certificate Account or paid to the Trustee
for deposit into the Distribution Account, as applicable. 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 or the Distribution
Account and made in accordance with this Section 3.06.

            (2) The Trustee shall invest funds in the Capitalized Interest
Accounts or Pre-Funding Accounts as directed in writing by the Servicer in
Permitted Investments, which shall mature not later than the Business Day next
preceding the Distribution Date (except that if such Permitted Investment is an
obligation of the institution that maintains such account, then such Permitted
Investment shall mature not later than such Distribution Date) and, in each
case, shall not be sold or disposed of prior to its maturity. All such Permitted
Investments shall be made in the name of the Trustee, for the benefit of the
Certificateholders.

            (i) The Trustee shall establish and maintain, on behalf of the
Certificateholders, two separate accounts denominated the Group 1 Pre-Funding
Account and the Group 2 Pre-Funding Account in the name of the Trustee. Each of
the Pre-Funding Accounts shall be treated as an "outside reserve fund" under
applicable Treasury regulations and shall not be part of any REMIC. Any
investment earnings on the Pre-Funding Accounts shall be treated as owned by the
Seller and will be taxable to the Seller. The amount of any realized losses on
Permitted Investments in the Pre-Funding Account shall promptly be deposited by
Seller in the Pre-Funding Account. On the Closing Date the Seller shall remit $[
] to the Trustee for deposit in the Pre-Funding Accounts. The Trustee shall
allocate (i) $[ ] of the such amount to the Group 1 Pre-Funding Account for the
purchase of Subsequent Mortgage Loans to be included in Loan Group 1 and (ii) $[
] of the such amount to the Group 2 Pre-Funding Account for the purchase of
Subsequent Mortgage Loans to be included in Loan Group 2.

            The Trustee shall establish and maintain, on behalf of the
Certificateholders, two separate accounts denominated the Group 1 Capitalized
Interest Account and the Group 2 Capitalized Interest Account in the name of the
Trustee. Each of the Capitalized Interest Accounts shall be treated as an
"outside reserve fund" under applicable Treasury regulations and shall not be
part of the REMIC. Any investment earnings on the Capitalized Interest Accounts
shall be treated as owned by the Seller and will be taxable to the Seller. The
amount of any realized losses on Permitted Investments in the Capitalized
Interest Account shall promptly be deposited by the Seller in the Capitalized
Interest Account.

            On each Subsequent Transfer Date, upon satisfaction of the
conditions set forth in Section 2.09 hereof, the Trustee shall withdraw from the
related Pre-Funding Accounts an amount equal to [100]% of the aggregate of the
Cut-off Date Principal Balances of the


                                     III-7
<PAGE>


Subsequent Mortgage Loans sold to the Trust Fund for inclusion in Loan Group 1
or Loan Group 2, as the case may be, on such Subsequent Transfer Date and pay
such amount to or upon the order of the Seller.

            On the Business Day prior to the Distribution Date immediately
following the Remittance Period in which the Pre-Funding Period ends, the
Trustee shall (i) withdraw the Unutilized Pre-Funding Amount, if any, from each
of the Pre-Funding Accounts, (ii) promptly deposit each amount in the
Distribution Account and (iii) distribute each amount to the related Certificate
Group on such Distribution Date pursuant to Section 4.02 hereof.

            The amount deposited in the Distribution Account pursuant to the
preceding paragraph shall be net of any investment earnings on the amounts on
deposit in the Pre-Funding Accounts.

            On the Business Day prior to each Distribution Date, through the
Distribution Date immediately following the Remittance Period in which the
Pre-Funding Period ends, the Trustee shall transfer from each Capitalized
Interest Account to the Distribution Account the related Capitalized Interest
Requirement and shall distribute such amount to the related Certificate Group on
such Distribution Date pursuant to Section 4.02 hereof. To the extent that a
Capitalized Interest Requirement on any such Distribution Date exceeds the
amounts on deposit in the related Capitalized Interest Account, the Trustee
shall transfer to the Distribution Account, to the extent of such shortfall in
the Capitalized Interest Requirement, the investment earnings on the amounts on
deposit in the related Capitalized Interest Account and Pre-Funding Account. The
remaining investment earnings on deposit in the Capitalized Interest Account and
the Pre-Funding Account shall be transferred to the Seller.

            All amounts, if any, remaining in the Capitalized Interest Accounts
and any investment earnings remaining in the Pre-Funding Accounts on the
Distribution Date following the Remittance Period in which the Pre-Funding
Period ends shall be transferred to the Seller.

            (j) 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 and the Collection Account not later than [30] days and not
more than [45] days prior to any change thereof.

            SECTION 3.07. Collection of Taxes, Assessments and Similar Items;
                          Escrow Accounts.

            (a) To the extent required by the related Mortgage Note and not
violative of current law, the Servicer shall establish and maintain one or more
accounts (each, an "Escrow Account") and deposit and retain therein all
collections from the Mortgagors (or 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)


                                     III-8
<PAGE>


the Servicer out of related collections for any payments made pursuant to
Sections 3.12 (with respect to taxes and assessments and insurance premiums) and
3.13 (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 terms of
the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow
Account or to clear and terminate the Escrow Account at the termination of this
Agreement in accordance with Section 9.01. The Escrow Accounts shall not be a
part of the Trust Fund.

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

            SECTION 3.08. Access to Certain Documentation and Information
                          Regarding the Mortgage Loans.

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

            Upon reasonable advance notice in writing, the Servicer will provide
to each Certificateholder or Certificate Owner that 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
such Certificateholder or Certificate Owner to comply with applicable
regulations of the OTS or other regulatory authorities with respect to
investment in the Certificates; provided that the Servicer shall be entitled to
be reimbursed by each such Certificateholder or Certificate Owner for actual
expenses incurred by the Servicer in providing such reports and access.

            SECTION 3.09. Permitted Withdrawals from the Certificate Account,
                          the Distribution Account and the Excess Reserve Fund
                          Account.

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

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

                  (ii) to reimburse the Servicer for unreimbursed Advances made
            by it, such right of reimbursement pursuant to this subclause (ii)
            being limited to


                                     III-9
<PAGE>


            amounts received on the Mortgage Loan(s) in respect of which such
            Advance was made;

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

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

                  (v) to reimburse the Servicer for (a) unreimbursed Servicing
            Advances, the Servicer's right to reimbursement pursuant to this
            clause (a) with respect to any Mortgage Loan being limited to
            amounts received on such Mortgage Loan(s) that represent late
            recoveries of the payments for which such advances were made
            pursuant to Section 3.01 or Section 3.07 and (b) for unpaid
            Servicing Fees as provided in Section 3.12;

                  (vi) to pay to the purchaser, with respect to each Mortgage
            Loan or property acquired in respect thereof that has been purchased
            pursuant to Section 2.02, 2.03 or 3.14, all amounts received thereon
            after the date of such purchase;

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

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

                  (ix) on or prior to the Distribution Account Deposit Date, to
            withdraw an amount equal to (1) the related Available Funds for both
            Loan Groups and the Trustee Fee for such 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, for the purpose of justifying any
withdrawal from the Certificate Account pursuant to such subclauses (i), (ii),
(iv), (v) and (vi). Prior to 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 Loan(s) and their respective portions of such
Nonrecoverable Advance.

            (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 last paragraph of Section
8.11). In addition, the Trustee may from time to time make withdrawals from the
Distribution Account for the following purposes:


                                     III-10
<PAGE>


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

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

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

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

            (c) On each Distribution Date, the Trustee shall make withdrawals
from the Excess Reserve Fund Account for deposit in the Distribution Account an
amount equal to the amount required pursuant to Section 3.06(f) above. On the
earlier of (i) the Distribution Date on which all of the Adjustable Rate
Certificates are reduced to zero and (ii) the termination of this Agreement
pursuant to Section 9.01, any amount remaining on deposit in the Excess Reserve
Fund Account after giving effect to the requirements of the preceding sentence
shall be withdrawn by the Trustee and paid to the Class X Certificateholders.

            SECTION 3.10. Maintenance of Hazard Insurance; Maintenance of
                          Primary Insurance Policies.

            (a) The Servicer shall maintain or cause to be maintained, 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 such Mortgage Loan or (ii) the greater of (y) the outstanding principal
balance of the Mortgage Loan and (z) an amount such that the proceeds of such
policy shall be sufficient to prevent the Mortgagor and/or the mortgagee from
becoming a co-insurer. Each such policy of standard hazard insurance shall
contain, or have an accompanying endorsement that contains, a standard mortgagee
clause. Any amounts collected under any such 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 such 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 terms of the Mortgage Loan so permit. Such costs
shall be recoverable by the Servicer out of late payments by the related
Mortgagor or out of Liquidation Proceeds to the extent permitted by Section
3.09. It is understood and agreed that 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 such applicable laws and
regulations as shall at any time be in force and as shall require such
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 such area is participating in the national flood insurance program, the
Servicer shall cause flood insurance to be maintained with respect to such
Mortgage Loan. Such 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 which are part of such Mortgaged Property,
and (iii) the


                                     III-11
<PAGE>


maximum amount of such insurance available for the related Mortgaged Property
under the national flood insurance program.

            In the event that the Servicer shall obtain and maintain a blanket
policy insuring against hazard losses on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations as set forth in the
first sentence of this Section 3.10, it being understood and agreed that such
policy may contain a deductible clause on terms substantially equivalent to
those commercially available and maintained by comparable servicers. If such
policy contains a deductible clause, the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.10, and there shall have
been a loss that would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such 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 such blanket policy.

            (b) The Servicer shall not take any action which would result in
non-coverage under any applicable Primary Insurance Policy of any loss which,
but for the actions of the Servicer, would have been covered thereunder. The
Servicer shall not cancel or refuse to renew any such 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 such canceled or non-renewed policy is maintained with a Qualified
Insurer. The Servicer shall not be required to maintain any Primary Insurance
Policy (i) with respect to any Mortgage Loan with a Loan-to-Value Ratio of
Combined Loan-to-Value Ratio (as applicable) less than or equal to [80]% as of
any date of determination or, based on a new appraisal, the principal balance of
such Mortgage Loan represents [80]% or less of the new Appraised Value or (ii)
if maintaining such 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 such 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 such reasonable action in accordance with the
Servicing Standard as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Any amounts collected by
the Servicer under any Primary Insurance Policies shall be deposited in the
Certificate Account or the Collection Account (as applicable).

            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 such 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 such enforcement will


                                     III-12
<PAGE>


not adversely affect or jeopardize coverage under any Required Insurance Policy.
Notwithstanding the foregoing, the Servicer is not required to exercise such
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
terms and conditions contained in the Mortgage Note and Mortgage related thereto
and the consent of the mortgagee under such Mortgage Note or Mortgage is not
otherwise so required under such Mortgage Note or Mortgage as a condition to
such transfer. In the event that (i) the Servicer is prohibited by law from
enforcing any such 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 such property has been or is about to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, unless prohibited by
applicable state law, the Mortgagor remains liable thereon, provided that the
Mortgage Loan shall continue to be covered (if so covered before the Servicer
enters such 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 such Person, pursuant to which the
original Mortgagor is released from liability and such 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 by reason of any transfer or assumption which 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 such 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 or cause to be prepared and delivered to the Trustee for signature and
shall direct, in writing, the Trustee to execute the assumption agreement with
the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other
instruments as are reasonable or necessary 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 such 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 such substitution, assumption or other
agreement or instrument delivered to the Trustee for execution by it, the
Servicer shall deliver an Officer's Certificate signed by a Servicing Officer
stating that the requirements of this subsection have been met in connection
therewith. The Servicer shall notify the Trustee that any such substitution or
assumption agreement has been completed by forwarding to the Trustee the
original of such 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 such Mortgage File to the same extent as all
other documents and instruments constituting a part thereof. Any fee collected
by the Servicer for entering into an


                                     III-13
<PAGE>


assumption or substitution of liability agreement will be retained by the
Servicer as additional servicing compensation.

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

            (a) The Servicer shall use reasonable efforts in accordance with the
Servicing Standard to foreclose upon or otherwise comparably convert the
ownership of Mortgaged Properties in respect of which the related 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 such foreclosure or other conversion, the Servicer shall follow the
Servicing Standard and shall follow the requirements of the insurer under any
Required Insurance Policy. Notwithstanding the foregoing, the Servicer shall not
be required to expend its own funds in connection with any foreclosure or
towards the restoration of any property unless it shall determine (i) that such
restoration and/or foreclosure will increase the proceeds of liquidation of the
Mortgage Loan after reimbursement to itself of such expenses and (ii) that such
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 such proceedings; provided, however, that it shall be
entitled to reimbursement thereof from the liquidation proceeds with respect to
the related Mortgaged Property, as provided in the definition of Liquidation
Proceeds. If the Servicer has knowledge that a Mortgaged Property which the
Servicer is contemplating acquiring in foreclosure or by deed in lieu of
foreclosure is located within a 1 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, prior to acquiring the Mortgaged Property, consider such risks
and only take action in accordance with its established environmental review
procedures. [The Servicer shall not foreclose any Mortgaged Property or accept a
deed in lieu of foreclosure for any Mortgaged Property if the Servicer has
actual knowledge or notice that the Mortgaged Property contains material
hazardous wastes or substances subject to the Hazardous Substance Clean Up Bond
Act of 1984.]

            With respect to any REO Property, the deed or certificate of sale
shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer shall ensure
that the title to such REO Property references the Pooling and Servicing
Agreement and the Trustee's capacity hereunder. Pursuant to its efforts to sell
such REO Property, the Servicer shall either itself or through an agent selected
by the Servicer protect and conserve such REO Property in accordance with the
Servicing Standard and may, incident to its conservation and protection of the
interests of the Certificateholders, rent the same, or any part thereof, as the
Servicer deems to be in the best interest of the Certificateholders for the
period prior to the sale of such REO Property. The Servicer shall prepare for
and deliver to the Trustee a statement with respect to each REO Property that
has been rented showing the aggregate rental income received and all expenses
incurred in connection with the management and maintenance of such REO Property
at such times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions. The net monthly rental income, if any,
from such REO Property shall be deposited in the Certificate Account no later
than the close of business on each Determination


                                     III-14
<PAGE>


Date. 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 such tax and information returns as may
be required, in the form required, and delivering the same to the Trustee for
filing.

            [In the event that the Trust Fund acquires any Mortgaged Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Servicer shall dispose of such Mortgaged Property prior to
three years after its acquisition by the Trust Fund unless the Trustee shall
have been supplied with an Opinion of Counsel to the effect that the holding by
the Trust Fund of such Mortgaged Property subsequent to such two-year period
will not result in the imposition of taxes on "prohibited transactions" on any
REMIC as defined in section 860F of the Code or cause any REMIC to fail to
qualify as a REMIC at any time that any Certificates are outstanding, in which
case the Trust Fund may continue to hold such Mortgaged Property (subject to any
conditions contained in such Opinion of Counsel).] 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 in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code or (ii) subject any REMIC to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged Property under
Section 860G(c) of the Code or otherwise, unless the Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.

            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
such foreclosure would exceed the costs and expenses of bringing such a
proceeding. The income earned from the maintenance of any REO Properties, net of
reimbursement to the Servicer for expenses incurred (including any property or
other taxes) in connection with such maintenance 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 such Mortgage Loans were still current and
adjustments, if applicable, to the Mortgage Rate were being made in accordance
with the terms of 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 income received during any calendar
month is in excess of the amount attributable to amortizing principal and
accrued interest at the related Mortgage Rate on the related Mortgage Loan for
such calendar month, such 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
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Servicer for any related unreimbursed Servicing Advances
or Servicing Fees, 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)(ii) that related to such Mortgage Loan; third, to
accrued and unpaid


                                     III-15
<PAGE>


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 through the Remittance Period preceding the
Distribution Date on which such amounts are required to be distributed; and
fourth, as a recovery of principal of the Mortgage Loan. Excess Proceeds, if
any, from the liquidation of a Liquidated Mortgage Loan will be retained by the
Servicer as additional servicing compensation pursuant to Section 3.15.

            (b) The Servicer may agree to a modification of any Mortgage Loan
(the "Relevant Mortgage Loan") upon the request of the related Mortgagor,
provided that the modification is in lieu of a refinancing and the Mortgage Rate
on the Relevant Mortgage Loan, as modified, is approximately a prevailing market
rate for newly-originated mortgage loans having similar terms and (ii) the
Servicer purchases the Relevant Mortgage Loan from the Trust Fund as described
below. Effective immediately after such modification, and, in any event, on the
same Business Day on which the modification occurs, all right, title and
interest of the Trustee in and to the Modified Mortgage Loan shall automatically
be deemed transferred and assigned to the Servicer and all benefits and burdens
of ownership thereof, including without limitation the right to accrued interest
thereon from and including the date of modification 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 the first paragraph of this subsection (c) have been satisfied
with respect to such Modified Mortgage Loan.

            The Servicer shall deposit the Purchase Price for any Modified
Mortgage Loan in the Certificate Account pursuant to Section 3.06 within [one]
Business Day after the purchase of such Modified 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
Modified Mortgage Loan previously transferred and assigned pursuant hereto.

            The Servicer covenants and agrees to indemnify the Trust Fund
against any and all 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 subsection (c), any holding of a Modified Mortgage Loan by the Trust
Fund or any purchase of a Modified Mortgage Loan by the Servicer (but such
obligation shall not prevent the Servicer or any other appropriate Person from
contesting any such tax in appropriate proceedings and shall not prevent the
Servicer from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings). The Servicer shall have no right of reimbursement
for any amount paid pursuant to the foregoing indemnification, except to the
extent that the amount of any tax, interest and penalties, together with
interest thereon, is refunded to the Trust Fund or the Servicer.

            SECTION 3.13. Trustee to Cooperate; Release of Mortgage Files.

            Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full will be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the Trustee by
delivering, or causing to be delivered, a "Request


                                     III-16
<PAGE>


for Release" substantially in the form of Exhibit N. Upon receipt of such
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 or cause to be delivered 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
received by the Servicer or which otherwise are collected by the Servicer 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 but not
limited to, any funds on deposit in the Certificate Account, shall be held by
the Servicer for and on behalf of the Trustee and shall be and remain the sole
and exclusive property of the Trustee, subject to the applicable provisions of
this Agreement. The Servicer also agrees that it shall not create, incur or
subject any Mortgage File or any funds that are deposited in the Certificate
Account, the Collection 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


                                     III-17
<PAGE>


by legal action or otherwise any claim or right of setoff against any Mortgage
File or any funds collected on, or in connection with, a Mortgage Loan, except,
however, that the Servicer shall be entitled to set off against and deduct from
any such funds any amounts that are properly due and payable to the Servicer
under this Agreement.

            SECTION 3.15. Servicing Compensation.

            As compensation for its activities hereunder, the Servicer shall be
entitled to retain or withdraw from the Servicing Account, the Collection
Account or the Certificate Account an amount equal to the Servicing Fee for each
Mortgage Loan for the related Distribution Date. Notwithstanding the foregoing,
the Servicing Fee payable to the Servicer shall be reduced by an amount equal to
the aggregate of the Prepayment Interest Shortfalls, if any, with respect to
such Distribution Date; provided, however, that the reduction for any
Distribution Date shall not exceed the aggregate Compensating Interest for such
Distribution Date.

            The Servicer shall also be entitled to retain or withdraw from the
Servicing Account, the Collection Account or the Certificate Account an amount
equal to the Servicing Fee for each Mortgage Loan for the related Distribution
Date. In cases where a Mortgage Loan is being directly serviced by the Servicer,
the Servicer shall be entitled to retain such amount for its own account as
compensation for performing such services.

            Additional servicing compensation in the form of Excess Proceeds,
assumption fees, late payment charges and all income and gain net of any losses
realized from Permitted Investments shall be retained by the Servicer to the
extent not required to be deposited in the Certificate Account pursuant to
Section 3.06. The Servicer shall be required to pay all expenses incurred by it
in connection with its servicing activities hereunder (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 Subordinated Certificates 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. Such access shall be afforded
without charge, but only upon reasonable and 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 1st of each year, commencing with [ ], the Servicer
shall deliver to the Depositor and the Trustee on or before March 15 of each
year, commencing with its 2007 fiscal year, an Officer's Certificate signed by
two servicing officers stating, as to the


                                     III-18
<PAGE>


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 such
review, the Servicer has fulfilled all its obligations under this Agreement, in
all material respects throughout such year (or applicable portion thereof), or,
if there has been a failure to fulfill any such obligation in any material
respect, specifying each such failure known to such officer and the nature and
status thereof. The Trustee shall forward a copy of each such statement to each
Rating Agency.

            (b) [Reserved].

            (c) The Trustee shall forward a copy of each such statement to each
Rating Agency. Copies of such statement shall be provided by the Trustee to any
Certificateholder or Certificate Owner upon request at the Servicer's expense,
provided such statement is delivered by the Servicer to the Trustee.

            SECTION 3.18. [Reserved].

            SECTION 3.19. Errors and Omissions Insurance; Fidelity Bonds.

            The Servicer shall obtain and maintain in force (a) a policy or
policies of insurance covering errors and omissions in the performance of its
obligations as Servicer hereunder and (b) a fidelity bond in respect of its
officers, employees and agents. Each such policy or policies and bond shall,
together, comply with the requirements from time to time of FNMA or FHLMC for
persons performing servicing for mortgage loans purchased by FNMA or FHLMC. The
Servicer shall provide the Trustee, upon request, with a certificate of
insurance relating to the insurance policies and fidelity bond. In the event
that any such 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
requirements set forth above as of the date of such replacement.

            SECTION 3.20. Notification of Adjustments

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


                                     III-19
<PAGE>


            SECTION 3.21. Covenants and Representations of the Servicer
                          Regarding Prepayment Charges.

            (a) The Servicer will not waive any Prepayment Charge or part of a
Prepayment Charge unless the waiver relates to a default or a reasonably
foreseeable default, the collection of any Prepayment Charge would violate any
relevant law or regulation or the waiving of the Prepayment Charge would
otherwise benefit the Trust Fund and it is expected that thewaiver would
maximize recovery of total proceeds taking into account the value of such
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) and in no event will
it 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) The Seller represents and warrants to the Depositor and the
Trustee, as of the Closing Date, that the information set forth in the
Prepayment Charge Schedule (including the prepayment charge summary attached
thereto) is complete, true and correct in all material respects at the date or
dates respecting which such information is furnished and each Prepayment Charge
is permissible and enforceable in accordance with its terms (except to the
extent that the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors' rights
generally) under applicable state law.

            (c) Upon discovery by the Seller or a Responsible Officer of the
Trustee of a breach of the foregoing, that materially and adversely affects the
Holders of the Class X Certificate to any prepayment Charge, the party
discovering such 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 such breach in all
material respects pay into the Collection Account the amount of the scheduled
Prepayment Charge, less any amount previously collected and paid by the Servicer
into the Collection Account. If the covenant made by the Servicer in clause (a)
above is breached the Servicer must pay into the Collection Account the amount
of the waived Prepayment Charge. If the representation may by the Servicer in
clause (b) above is breached, the Servicer must pay into the Collection Account
the amount of the scheduled Prepayment Charge, less any amount previously
collected and paid by the Servicer into the Collection Account.


                                     III-20
<PAGE>


                                   ARTICLE IV

                                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 related Mortgaged Property has not
been liquidated. The Servicer shall inform the Trustee of the amount of the
Advance to be made on each Servicer Advance Date no later than the [second]
Business Day before the related Distribution Date.

            (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.


                                      IV-1
<PAGE>


            (c) The Servicer shall, not later than the close of business on the
Business Day immediately preceding each Servicer Advance Date, deliver to the
Trustee a report (in form and substance reasonably satisfactory to the Trustee)
that indicates (i) the Mortgage Loans with respect to which the Servicer has
determined that the related Scheduled Payments should be advanced and (ii) the
amount of the related Scheduled Payments. The Servicer shall deliver to the
Trustee on the related Servicer Advance Date an Officer's Certificate of a
Servicing Officer indicating the amount of any proposed Advance determined by
the Servicer to be a Nonrecoverable Advance. 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.

            On each Distribution Date, the Trustee will make the disbursements
and transfers from amounts then on deposit in the Distribution Account in the
following order of priority for each Certificate Group and, in each case, to the
extent of the related Available Funds remaining:

      (i) to the holders of each Class of Certificates in the following order of
priority:

            (a) to the Class A Certificates for the related Certificate Group,
      the related Accrued Certificate Interest Distribution Amount and any
      Unpaid Interest Amounts for such Distribution Date;

            (b) to the Class M-1 Certificates of such Certificate Group, the
      Accrued Certificate Interest Distribution Amount for such Class on such
      Distribution Date;

            (c) to the Class M-2 Certificates of such Certificate Group, the
      Accrued Certificate Interest Distribution Amount for such Class on such
      Distribution Date;

            (d) to the Class B Certificates of such Certificate Group, the
      Accrued Certificate Interest Distribution Amount for such Class on such
      Distribution Date;

      (ii) A. with respect to each Certificate Group on each Distribution Date
(a) before the related Stepdown Date or (b) with respect to which a Trigger
Event is in effect, to the holders of the related Class or Classes of Offered
Certificates then entitled to distributions of principal as set forth below, an
amount equal to the related Principal Distribution Amount in the following order
of priority:

            (x) (1) in the case of the Group 1 Certificates, sequentially to the
            Class R and Class AF-1 Certificates, in that order until the
            respective Class Certificate Balances are reduced to zero;

            (2) in the case of the Group 2 Certificates, to the Class AV-1
            Certificates until the Class Certificate Balance thereof is reduced
            to zero;


                                      IV-2
<PAGE>


            (y) for each Certificate Group, sequentially to the related Class
            M-1, Class M-2 and Class B Certificates, in that order, until the
            respective Class Certificate Balances are reduced to zero;

            B.  on each Distribution Date (a) on and after the related
Stepdown Date and (b) as long as a Trigger Event is not in effect, to the
holders of the related Class or Classes of Offered Certificates then entitled to
distribution of principal an amount equal to, in the aggregate, the related
Principal Distribution Amount in the following amounts and order of priority:

            (a) the lesser of (x) the Principal Distribution Amount and (y) the
      Class A Principal Distribution Amount, in the following order of priority:

            (1) in the case of the Group 1 Certificates, to the Class AF-1
            Certificates, until the Class Certificate Balance thereof is reduced
            to zero;

            (2) in the case of the Group 2 Certificates, to the Class AV-1
            Certificates until the Class Certificate Balance thereof is reduced
            to zero;

            (b) the lesser of (x) the excess of (i) the Principal Distribution
      Amount over (ii) the amount distributed to the Class A Certificateholders
      in clause (ii) B. (a) above and (y) the Class M-1 Principal Distribution
      Amount to the Class M-1 Certificateholders, until the Class Certificate
      Balance thereof has been reduced to zero;

            (c) the lesser of (x) the excess of (i) the Principal Distribution
      Amount over (ii) the amount distributed to the Class A Certificateholders
      in clause (ii) B. (a) above and to the Class M-1 Certificates in clause
      (ii) B. (b) above and (y) the Class M-2 Principal Distribution Amount to
      the Class M-2 Certificateholders, until the Class Certificate Balance
      thereof has been reduced to zero;

            (d) the lesser of (x) the excess of (i) the Principal Distribution
      Amount over (ii) the amount distributed to the Class A Certificateholders
      in clause (ii) B. (a) above, to the Class M-1 Certificates in clause (ii)
      B. (b) above and to the Class M-2 Certificates in clause (ii) B. (c) above
      and (y) the Class B Principal Distribution Amount to the Class B
      Certificateholders, until the Class Certificate Balance thereof has been
      reduced to zero;

      (iii) any amount remaining after the distributions in clauses (i) and (ii)
above shall be distributed in the following order of priority with respect to
the Certificates in the related Certificate Group:

            (a) to fund the Extra Principal Distribution Amount for such
      Distribution Date to be paid as a component of the Principal Distribution
      Amount in the same order of priority as described in clause (ii) above;

            (b) to the holders of the Class M-1 Certificates, any Unpaid
      Interest Amounts for such Class;

            (c) to the holders of the Class M-1 Certificates, any Unpaid
      Realized Loss Amount for such Class;


                                      IV-3
<PAGE>


            (d) to the holders of the Class M-2 Certificates, any Unpaid
      Interest Amounts for such Class;

            (e) to the holders of the Class M-2 Certificates, any Unpaid
      Realized Loss Amount for such Class;

            (f) to the holders of the Class B Certificates, any Unpaid Interest
      Amounts for such Class;

            (g) to the holders of the Class B Certificates, any Unpaid Realized
      Loss Amount for such Class;

            (h) to the Excess Reserve Fund Account, the amount of any Basis Risk
      Payment for such Distribution Date;

            (i) from funds on deposit in the Excess Reserve Fund Account, an
      amount equal to any Basis Risk CarryForward Amount with respect to any
      Adjustable Rate Certificate for such Distribution Date to the Group 2
      Certificates in the same order and priority in which Accrued Certificate
      Interest is allocated among those Classes of Certificates;

            (j) to the holders of the Class X Certificate, the Class X
      Distributable Amount; and

      (iv) to the holders of the Class R Certificates, any remaining amount.

            On each Distribution Date, all amounts representing Prepayment
Charges and Servicer Prepayment Charge Payment Amounts from the Mortgage Loans
in each Loan Group received during the related Prepayment Period will be
distributed to the holders of the Class X Certificates.

            SECTION 4.03. Monthly Statements to Certificateholders.

            (a) Not later than each Distribution Date, the Trustee shall prepare
and cause to be forwarded by first class mail to each Certificateholder, the
Servicer and the Depositor a statement setting forth with respect to the related
distribution the information contained in Exhibit P.

      For the purposes of determining delinquency periods in reporting under
(ix) above, for any monthly statement a Mortgage Loan's delinquency period shall
be determined as of the Due Date falling in the month in which the monthly
statement is provided and a Mortgage Loan is first delinquent only after the
first Due Date following the Due Date for which any part of a Scheduled Payment
has not been paid, and each calendar month shall be treated as having 30 days.
Thus, for the July monthly statement a Mortgage Loan whose June Due Date payment
has not been paid by the July Due Date is not delinquent. On the day after the
July Due Date it would be one day delinquent. A Mortgage Loan whose May Due Date
payment has not been paid by the July Due Date is 30 days past due as of the
July Due Date, and would be reported as such in the July monthly statement.


                                      IV-4
<PAGE>

      If the statement is not accessible to any of the Certificateholders, the
Servicer, the Depositor any Rating Agency on the Trustee's Internet website, the
Trustee shall forward a hard copy of it to each Certificateholder, the Servicer,
the Depositor and each Rating Agency immediately after the Trustee becomes aware
that it is not accessible to any of them via its website. The address of the
Trustee's Internet website where the statement will be accessible is [ ].
Assistance in using the Trustee's internet website may be obtained by calling
the Trustee's customer service desk at [ ]. The Trustee shall notify each
Certificateholder, the Servicer, the Depositor, and each Rating Agency in
writing of any change in the address or means of access to the Internet website
where the statement is accessible.

            (b) The Trustee's responsibility for disbursing the above
information to the Certificateholders is limited to the availability, timeliness
and accuracy of the information derived from the Servicer. The Trustee will send
a copy of each statement provided pursuant to this Section 4.03 to each Rating
Agency (including [S&P's Residential Structured Finance Department, Attention:
Ms. Beth Rubino]) by first class mail.

            (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)(i), (a)(ii) and (a)(vii) of this
Section 4.03 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 4.04. [Reserved]

            SECTION 4.05. [Reserved]

            SECTION 4.06. [Reserved]

            SECTION 4.07. Certain Matters Relating to the Determination of
                          LIBOR.

            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 Interest Determination Date. The Servicer
initially shall designate the Reference Banks. Each "Reference Bank" shall be a
leading bank engaged in transactions in Eurodollar deposits in the international
Eurocurrency market, shall not control, be controlled by, or be under common
control with, the Trustee and shall have an established place of business in
London. If any such Reference Bank should be unwilling or unable to act as such
or if the Servicer should terminate its appointment as Reference Bank, the
Servicer shall promptly appoint 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 that is caused by
circumstances beyond its reasonable control.

            The Pass-Through Rate for each Class of LIBOR Certificates for each
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


                                      IV-5
<PAGE>


appearing in footnotes corresponding to the LIBOR Certificates in the table
relating to the Certificates in the Preliminary Statement. The Trustee shall not
have any liability or responsibility to any Person for its inability, following
a good-faith reasonable effort, to obtain quotations from the Reference Banks or
to determine the arithmetic mean referred to in the definition of LIBOR, all as
provided for in this Section 4.07 and the definition of LIBOR. 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.


                                      IV-6
<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

            SECTION 5.01. The Certificates.

            The Certificates shall be substantially in the forms attached hereto
as exhibits. The Certificates shall be issuable in registered form, in the
minimum denominations, integral multiples in excess thereof (except that one
Certificate in each Class may be issued in a different amount which must be in
excess of 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 (i) such Holder has
so notified the Trustee at least [five] Business Days prior to the related
Record Date and (ii) such Holder shall hold (A) [100]% of the Class Certificate
Balance of any Class of Certificates or (B) Certificates of any Class with
aggregate principal Denominations of not less than $1,000,000 or (y) by check
mailed by first class mail to such Certificateholder at the address of such
holder appearing in the Certificate Register.

            The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by 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 prior to 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, or cause to be provided, to the Trustee
on a continuous basis, an adequate inventory of Certificates to facilitate
transfers.

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

            (a) The Trustee shall maintain, or cause to be maintained in
accordance with the provisions of Section 5.06, a Certificate Register for the
Trust Fund in which, subject to the provisions of 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


                                      V-1
<PAGE>


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 which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by the
holder thereof or his attorney duly authorized in writing.

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

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

            (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and such state securities 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 shall
certify to the Trustee in writing the facts surrounding the transfer in
substantially the form set forth in Exhibit J (the "Transferor Certificate") and
either (i) there shall be delivered to the Trustee a letter in substantially the
form of Exhibit L (the "Rule 144A Letter") or (ii) there shall be delivered to
the Trustee at the expense of the transferor an Opinion of Counsel that such
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 any such Holder, information regarding the
related Certificates and the Mortgage Loans and such other information as shall
be necessary to satisfy the condition to eligibility set forth in Rule
144A(d)(4) for transfer of any such 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 shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Private Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee and 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.


                                      V-2
<PAGE>


            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 (in the event such Certificate is a Private Certificate or a Residual
Certificate, such requirement is satisfied only by the Trustee's receipt of a
representation letter from the transferee substantially in the form of Exhibit
L), to the effect that such 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, nor a person acting on behalf of any such plan or arrangement nor
using the assets of any such plan or arrangement to effect such transfer, or
(ii) if the ERISA-Restricted Certificate is a Private Certificate that has been
the subject of an ERISA-Qualifying Underwriting, a Subordinated Certificate or a
Residual Certificate, if the purchaser is an insurance company, a representation
that the purchaser is an insurance company that is purchasing such Certificates
with funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60") and that the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60 or (iii) in the case of any such
ERISA-Restricted Certificate presented for registration in the name of an
employee benefit plan subject to ERISA, or a plan or arrangement subject to
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Trustee and the Servicer, which Opinion
of Counsel shall not be an expense of the Trustee, the Servicer or the Trust
Fund, addressed to the Trustee, to the effect that the purchase or holding of
such ERISA-Restricted Certificate will not result in the assets of the Trust
Fund being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA and 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 Private Certificate or
a Residual Certificate, in the event the representation letter referred to in
the preceding sentence is not furnished, such representation shall be deemed to
have been made to the Trustee by the transferee's (including an initial
acquiror's) acceptance of the ERISA-Restricted Certificates. In the event that
such representation is violated, or any attempt 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 such Opinion of Counsel,
such attempted transfer or acquisition shall be void and of no effect.

            To the extent permitted under applicable law (including, but not
limited to, 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 the provisions of 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:


                                      V-3
<PAGE>


                  (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 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.


                                      V-4
<PAGE>


            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 the Trust Fund hereunder to fail to qualify as a REMIC at any time that
the Certificates are outstanding or result in the imposition of any tax on the
Trust Fund, a Certificateholder or 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 participating firms as
representatives of the Certificate Owners of the Book-Entry Certificates for
purposes of exercising the rights of holders under this Agreement, and requests
and directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.

            All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such 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, (y) the Depositor at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Depository or (z) after the occurrence of an Event of Default, Certificate
Owners


                                      V-5
<PAGE>


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. Neither the Servicer, the Depositor nor 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
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Certificate and (b) there is delivered to the Servicer and the
Trustee such security or indemnity as may be required by them to hold each of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, 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 shall be 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 neither the
Servicer, the Trustee nor any agent of the Servicer or the Trustee shall be
affected by any notice to the contrary.

            SECTION 5.05. Access to List of Certificateholders' Names and
                          Addresses.

            If three or more Certificateholders and/or Certificate Owners (a)
request such information in writing from the Trustee, (b) state that such
Certificateholders desire to


                                      V-6
<PAGE>


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 at such recipients' expense the most recent
list of the Certificateholders and/or Certificate Owners of such Trust Fund held
by the Trustee, if any. The Depositor and every Certificateholder and/or
Certificate Owners, by receiving and holding a Certificate, agree that the
Trustee shall not be held accountable because 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 Trustee will maintain or cause to be maintained at its expense
an office or offices or agency or agencies in New York City where Certificates
may be surrendered for registration of transfer or exchange. The Trustee
initially designates its Corporate Trust Office for such purposes. The Trustee
will give prompt written notice to the Certificateholders of any change in such
location of any such office or agency.



                                      V-7
<PAGE>


                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

            SECTION 6.01. Respective Liabilities of the Depositor and the
                          Servicer.

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

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

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

            Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to which
the Depositor or the Servicer shall be a party, or any person succeeding to the
business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; 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 by reason 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


                                      VI-1
<PAGE>


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 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 by reason of willful misfeasance, bad faith or gross negligence
in the performance of duties hereunder or by reason 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 necessary or desirable 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 of the rating of any of the
Certificates or (b) upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination under clause (b)
permitting the resignation of the Servicer shall be evidenced by an Opinion of
Counsel to 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 hereunder
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.

            SECTION 6.05. Inspection.

            The Servicer, in its capacity as Servicer, shall afford the Trustee,
upon reasonable advance notice, during normal business hours, access to all
records maintained by the Servicer in respect of its rights and obligations
hereunder and access to officers of the Servicer responsible for such
obligations. Upon request, the Servicer shall furnish to the Trustee its most
recent publicly available financial statements. .



                                      VI-2
<PAGE>


                                  ARTICLE VII

                                    DEFAULT

            SECTION 7.01. Events of Default.

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

            (a) any failure by the Servicer to deposit in the Certificate
Account or remit to the Trustee any payment (other than a payment required to be
made under Section 4.01) required to be made by it under the terms of this
Agreement, which failure shall continue unremedied for [five] days after the
date upon 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
aggregate Percentage Interests of such 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 such Class; provided that the
sixty-day cure period shall not apply to the initial delivery of the Mortgage
File for Delay Delivery Mortgage Loans or 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.

            (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).


                                     VII-1
<PAGE>


            If an Event of Default described in clauses (a) through (e) of this
Section 7.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been remedied, the Trustee 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 such Class, the Trustee shall by
notice in writing to the Servicer (with a copy to each Rating Agency), terminate
all of the rights and obligations of the Servicer under this Agreement and in
and to 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)(1) and (2), 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 which the Servicer failed to make subject to
Section 3.03, 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 and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. Unless expressly provided in such written notice, no such termination
shall affect any obligation of the Servicer to pay amounts owed pursuant to
Article VIII. The Servicer agrees to cooperate with the Trustee in effecting the
termination of the Servicer's responsibilities and rights hereunder, including,
without limitation, 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
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Mortgage Loan which was due prior to 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 3.11(a)(i) through (viii), and any other
amounts payable to such Servicer hereunder the entitlement to which arose prior
to the termination of its activities hereunder.


                                     VII-2
<PAGE>


            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 and provisions hereof and
applicable law including the obligation to make Advances pursuant to Section
4.01. As compensation therefor, the Trustee shall be entitled to all funds
relating to the Mortgage Loans that the Servicer would have been entitled to
charge to the Certificate Account or Distribution Account if the Servicer had
continued to act hereunder including, if the Servicer was receiving the
Servicing Fee, the Servicing Fee. Notwithstanding the foregoing, if the Trustee
has become the 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 prior to 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 prior to 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, unless the Trustee is
prohibited by law from so acting, shall, subject to Section 3.05, act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of the
Servicing Fee Rate plus, if the Servicer was receiving the Servicing Fee, the
Servicing Fee Rate. No appointment of a successor to the Servicer hereunder
shall be effective until at least 15 calendar days prior to the effective date
of such appointment, (x) the Trustee shall provide written notice to the
Depositor of such successor pursuant to this Section 7.02 and (y) such successor
Servicer shall provide 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 servicer. The Trustee and such
successor shall take such action, consistent with this Agreement, as shall be


                                     VII-3
<PAGE>


necessary to effectuate any such succession. Neither the Trustee nor any other
successor servicer shall be deemed to be in default hereunder by reason 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(R) System to the successor Servicer or (y) in causing MERS to designate
on the MERS(R) 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 Section 6.05.

            SECTION 7.03. Notification to Certificateholders.

            (a) Upon any termination of or appointment of a successor to the
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders 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.


                                     VII-4
<PAGE>


                                  ARTICLE VIII

                             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, Voting Rights of Certificates held by the Seller, its Affiliates or
its agents as the Seller shall certify to the Trustee upon any such entity
obtaining such ownership will be excluded from participating in such voting
arrangements, and excluded from determining the 25% threshold.


                                     VIII-1
<PAGE>


            SECTION 8.02. Certain Matters Affecting the Trustee.

      Except as otherwise provided in Section 8.01:

            (a) the Trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties and the Trustee shall have no responsibility to
ascertain or confirm the genuineness of any signature of any such party or
parties;

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

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

            (d) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by Holders of
Certificates evidencing not less than 25% of the Voting Rights allocated to each
Class of Certificates; provided, however, that no Certificates held by the
Seller, the Depositor or any Affiliate shall be given effect for the purpose of
calculating any such aggregation of Voting Rights;

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

            (f) the Trustee shall not be required to risk or expend its own
funds or otherwise incur any financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers hereunder if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not assured to it;

            (g) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the investment
security);

            (h) the Trustee shall not be deemed to have knowledge of an Event of
Default until a Responsible Officer of the Trustee shall have received written
notice thereof;

            (i) the Trustee shall be under no obligation to exercise any of the
trusts, rights or powers vested in it by this Agreement or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders,


                                     VIII-2
<PAGE>


pursuant to this Agreement, unless such Certificateholders shall have offered to
the Trustee reasonable security or indemnity satisfactory to the Trustee against
the costs, expenses and liabilities which may be incurred therein or thereby;

            (j) the Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Trustee's economic
self-interest for (i) serving as investment adviser, administrator, shareholder
servicing agent, custodian or sub-custodian with respect to certain of the
Permitted Investments, (ii) using Affiliates to effect transactions in certain
Permitted Investments and (iii) effecting transactions in certain Permitted
Investments. The Trustee does not guarantee the performance of any Permitted
Investment; and

            (k) the Trustee shall not knowingly take any action that would cause
the Trust Fund to fail to qualify as a qualifying special purpose entity.

      In order to comply with its duties under the U.S.A. Patriot Act, the
Trustee shall obtain and verify certain information and documentation from the
other parties to this Agreement, including, but not limited to, such parties'
name, address, and other identifying information.

            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(R) 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.


                                     VIII-3
<PAGE>


            SECTION 8.05. Trustee's Fees and Expenses.

      As compensation for its activities under this Agreement, on each
Distribution Date the Trustee may withdraw from the Distribution Account the
Trustee Fee for that Distribution Date. The Trustee and any director, officer,
employee, or agent of the Trustee shall be indemnified by the Servicer against
any loss, liability, or expense (including reasonable attorney's fees) resulting
from any error in any tax or information return prepared by the Servicer or
incurred in connection with any claim or legal action relating to

            (a) this Agreement, (b) the Certificates, or (c) the performance of
any of the Trustee's duties under this Agreement, other than any loss, liability
or expense incurred because of willful misfeasance, bad faith or negligence in
the performance of any of the Trustee's duties hereunder or incurred by reason
of any action of the Trustee taken at the direction of the Certificateholders
under this Agreement. This indemnity shall survive the termination of this
Agreement or the resignation or removal of the Trustee under this Agreement.
Without limiting the foregoing, except as otherwise agreed upon in writing by
the 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


                                     VIII-4
<PAGE>


so published. In case at any time the Trustee shall cease to be eligible in
accordance with this Section 8.06, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.07. The entity serving as
Trustee may have normal banking and trust relationships with the Depositor and
its affiliates or the Servicer and its affiliates; provided, however, that such
entity cannot be an affiliate of the Seller, the Depositor or the Servicer other
than the Trustee in its role as successor to the Servicer.

            SECTION 8.07. Resignation and Removal of the Trustee.

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

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

      If at any time (i) the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request thereto by the Depositor, (ii)or if at any time the Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or insolvent, or a
receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, (iii)or
a tax is imposed with respect to the Trust Fund by any state in which the
Trustee or the Trust Fund is located and the imposition of such tax would be
avoided by the appointment of a different trustee, 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 XI
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 and one complete set to the successor so appointed and one complete set
to the


                                     VIII-5
<PAGE>


Depositor, together with a written description of the basis for such removal.
Notice of any removal of the Trustee shall be given to each Rating Agency by the
successor Trustee. As long as any Voting Rights are held by parties other than
the Seller, its Affiliates, or its agents, Voting Rights of Certificates held by
the Seller, its Affiliates or its agents as the Seller shall certify to the
Trustee upon any such entity obtaining such ownership will be excluded from
participating in such voting arrangements, and excluded from determining the 51%
threshold.

      Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to this Section 8.07 shall become effective upon acceptance of
appointment by the successor trustee as provided in Section 8.08.

            SECTION 8.08. Successor Trustee.

      Any successor trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor and to its predecessor trustee and the
Servicer an instrument accepting such appointment hereunder and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein. The Depositor, the Servicer and the predecessor trustee shall execute
and deliver such instruments and do such other things as may reasonably be
required for more fully and certainly vesting and confirming in the successor
trustee all such rights, powers, duties, and obligations.

      No successor trustee shall accept appointment as provided in this Section
8.08 unless, at the time of suchits acceptance such, the successor trustee shall
beis eligible under the provisions of Section 8.06 and its appointment shalldoes
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


                                     VIII-6
<PAGE>


provide (x) written notice to the Depositor of any successor pursuant to this
Section and (y) in writing and in form and substance reasonably satisfactory to
the Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
a replacement Trustee.

            SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

      Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Fund or property securing any Mortgage Note may at the time be
located, the Servicer and the Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity and for the
benefit of the Certificateholders, such title to the Trust Fund or any part
thereof, whichever is applicable, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the
Servicer and the Trustee may consider appropriate. If the Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request to do so, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under Section 8.08.

      Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

            (a) To the extent necessary to effectuate the purposes of this
Section 8.10, all rights, powers, duties and obligations conferred or imposed
upon the Trustee, except for the obligation of the Trustee under this Agreement
to advance funds on behalf of the Servicer, shall be conferred or imposed upon
and exercised or performed by the Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or as
successor to the Servicer hereunder), the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the applicable Trust
Fund or any portion thereof in any such 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; provided that, as a condition to the effectiveness of the
resignation of any separate trustee or co trustee, at least 15 calendar days
prior to the effective date of such resignation, the separate trustee or co
trustee shall provide (x) written notice to the Depositor of


                                     VIII-7
<PAGE>


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 separate
trustee or co trustee; and further provided that, if at any time the separate
trustee or co trustee fails to comply with its obligations under this Section
8.08 or Article XI 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 the Depositor
may remove the co-trustee;-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.

            (e) Prior to any merger or consolidation of any separate trustee or
co trustee, at least 15 calendar days prior to the effective date of any merger
or consolidation of the separate trustee or co trustee, the separate trustee or
co 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 separate trustee or co trustee.

      Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the separate trustees and co-trustees, when and as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Servicer and the Depositor.

      Any separate trustee or co-trustee may, at any time, constitute the
Trustee its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

            SECTION 8.11. Tax Matters.

      It is intended that the assets with respect to which one or more REMIC
elections pertaining to the Trust Fund is to be made, as set forth in the
Preliminary Statement, shall constitute, and that the conduct of matters
relating to such assets shall be such as to qualify such assets as, a "real
estate mortgage investment conduit" as defined in and in accordance with the
REMIC Provisions. In furtherance of such intention, the Trustee covenants and
agrees that it


                                     VIII-8
<PAGE>


shall act as agent (and the Trustee is hereby appointed to act as agent) on
behalf of each REMIC created under this Agreement and that in such capacity it
shall:

            (a) prepare and file in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Return (Form 1066 or any successor form adopted by
the Internal Revenue Service) with respect to each REMIC created hereunder and
prepare and file with the Internal Revenue Service and applicable state or local
tax authorities income tax or information returns for each taxable year with
respect to each REMIC described in the Preliminary Statement, containing such
information and at the times and in the manner as may be required by the Code or
state or local tax laws, regulations, or rules, and furnish to
Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby;

            (b) within thirty days of the Closing Date, furnish to the Internal
Revenue Service, on Forms 8811 or as otherwise may be required by the Code, the
name, title, address, and telephone number of the person that the holders of the
Certificates may contact for tax information relating thereto, together with
such 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 (as defined in the Prospectus
Supplement);

            (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 last paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on any REMIC 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


                                     VIII-9
<PAGE>


contesting any such tax in appropriate proceedings and shall not prevent the
Trustee from withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings);

            (i) ensure that federal, state or local income tax or information
returns shall be signed by the Trustee or such other person as may be required
to sign such returns by the Code or state or local laws, regulations or rules;

            (j) maintain records relating to each REMIC created under this
Agreement, including the income, expenses, assets, and liabilities thereof and
the fair market value and adjusted basis of the assets determined at such
intervals as may be required by the Code, as may be necessary to prepare the
foregoing returns, schedules, statements or information; and

            (k) as and when necessary and appropriate, represent each REMIC
created under this Agreement in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
request an administrative adjustment as to any taxable year of such REMIC, enter
into settlement agreements with any governmental taxing agency, extend any
statute of limitations relating to any tax item of such REMIC, and otherwise act
on behalf of such REMIC in relation to any tax matter or controversy involving
it.

      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


                                    VIII-10
<PAGE>


with amounts otherwise to be distributed to the Certificateholders, as provided
in Section 3.09(b).

            SECTION 8.12. Periodic Filings.

      Beginning with the first Distribution Date, the Trustee, pursuant to
written instructions of the Depositor (which instructions shall be deemed to be
this Section 8.12), shall prepare and file all periodic reports required under
the Exchange Act in conformity with the terms of the relief granted to issuers
similar to the Trust Fund. The Trustee shall execute the Form 8-Ks pursuant to a
limited power of attorney from the Depositor which shall terminate upon written
notice from the Depositor or the termination of this Agreement. In connection
with the preparation and filing of such periodic reports, the Depositor and the
Servicer shall timely provide to the Trustee all material information available
to them that is required to be included in such reports and not known to them to
be in the possession of the Trustee and such other information as the Trustee
reasonably may request from either of them (including any certification required
pursuant to Section 3.02(a) of the Sarbanes-Oxley Act of 2002 and any
regulations promulgated thereunder (the "Required Certifications")) and
otherwise reasonably shall cooperate with the Trustee. The Depositor shall
execute the Form 10-Ks and the Required Certifications. The Trustee shall have
no responsibility for making any of the Required Certifications; provided,
however, that upon the request of the Servicer or the Depositor in connection
with the delivery of the Required Certifications on behalf of the Trust Fund,
the Trustee shall furnish to the Servicer or the Depositor, as applicable, a
certificate signed by an officer of the Trustee (the "Trustee Certification"),
which is attached as Exhibit O to this Agreement. The Trustee shall indemnify
and hold harmless the Servicer and the Depositor, their respective officers and
directors from and against any and all losses, claims, expenses, damages or
liabilities, as and when such losses, claims, expenses, damages or liabilities
are incurred, insofar as such losses, claims, expenses, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement of any material fact contained in the Trustee Certification. The
Trustee shall prepare the Form 10-K and provide such to the Depositor by March
10th of each year, commencing in 2006. The Depositor shall execute such Form
10-K upon its receipt and shall provide the original of such executed Form 10-K
to the Trustee no later than five Business Days following its receipt from the
Trustee.

      Prior to January 30th of the first year in which the Trustee is able to do
so under applicable law, the Trustee shall file under the Exchange Act a
Suspension Notification with respect to the Trust Fund. The Trustee shall have
no liability with respect to any failure to properly prepare or file such
periodic reports resulting from or relating to the Trustee's inability or
failure to obtain any information not resulting from its own negligence or
willful misconduct.

      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) incurred in connection with any claim or
legal action relating to the preparation of the Required Certification, other
than any loss, liability or expense incurred because of willful misfeasance, bad
faith or negligence in the performance of any of the Trustee's duties under this
Agreement 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.


                                    VIII-11
<PAGE>


                                   ARTICLE IX

                                   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 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


                                      IX-1
<PAGE>


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.

            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


                                      IX-2
<PAGE>


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 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 ss. 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.


                                      IX-3
<PAGE>


                                   ARTICLE X

                            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 Securities and Exchange
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


                                       X-1
<PAGE>


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,

                  (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


                                       X-2
<PAGE>


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.

      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


                                       X-3
<PAGE>


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 payment to Certificateholders.

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

                  1. Each report to Certificateholders described in Section
            4.06;

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

                  3. Each annual independent public accountants' servicing
            report described in Section 3.18; 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., 155 North Lake Avenue, Pasadena,
California 91101, 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 IN0515, Series
2005-A15, 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.


                                       X-4
<PAGE>


            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.

      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


                                      X-5
<PAGE>


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 or the Subservicer.

            SECTION 10.10. Certificates Nonassessable and Fully Paid.

      It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.

            SECTION 10.11. Official Record.

      The Seller agrees that this Agreement is and shall remain at all times
before the time at which this Agreement terminates an official record of the
Seller as referred to in Section 13(e) of the Federal Deposit Insurance Act.

            SECTION 10.12. Protection of Assets.

            (a) Except for transactions and activities entered into in
connection with the securitization that is the subject of this Agreement, the
trust 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.


                                      X-6
<PAGE>


            (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.


                                      X-7
<PAGE>


                                   ARTICLE XI

                             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, 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 10 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 Servicer shall sign the Form 10-D filed on behalf
of the Trust Fund.

            (b) No later than each Distribution Date, each of the Servicer and
the Trustee shall notify the Depositor and the Servicer 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


                                      XI-1
<PAGE>


with the Remittance Reports 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.

            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. Both the Servicer and the Trustee 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. [Concurrently with any Subsequent
Transfer, the Seller shall notify the Depositor and the Servicer, if any
material pool characteristic of the actual asset pool at the time of issuance of
the Certificates differs by [5]% or more (other than as a result of the pool
assets converting into cash in accordance with their terms) from the description
of the asset pool in the Prospectus Supplement.]

            SECTION 11.04. Form 10-K Filings.

            Prior to March 30th of each year, commencing in 2007 (or such
earlier date as may be required by the Exchange Act), the Depositor shall
prepare and file on behalf of the Trust Fund a Form 10-K, in form and substance
as required by the Exchange Act. A senior officer in charge of the servicing
function of the Servicer shall sign each Form 10-K filed on behalf of the Trust
Fund. Such Form 10-K shall include as exhibits each (i) annual compliance
statement described under Section 3.17, (ii) annual report on assessments of
compliance with servicing criteria described under Section 11.07 and (iii)
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 S have changed since the
Closing Date, no later than March 1 of each year, the Servicer shall provide
each of the Servicer and the Trustee with an updated Exhibit S setting forth the
Item 1119 Parties. No later than March 15 of each year, commencing in 2007, the
Servicer and the Trustee shall notify the Depositor and the Servicer of any Form
10-K Disclosure Item, together with a description of any such Form 10-K
Disclosure Item in form and substance reasonably acceptable to the Depositor.
Additionally, both the Servicer and the Trustee shall provide, and shall cause
each Reporting Subcontractor retained by the Servicer or the Trustee, as
applicable, the following information no later than


                                      XI-2
<PAGE>


March 15 of each year in which a Form 10-K is required to be filed on behalf of
the Trust Fund: (i) if such Person's report on assessment of compliance with
servicing criteria described under Section 11.07 or related registered public
accounting firm attestation report described under Section 11.07 identifies any
material instance of noncompliance, notification of such instance of
noncompliance and (ii) if any such Person's report on assessment of compliance
with servicing criteria or related registered public accounting firm attestation
report is not provided to be filed as an exhibit to such Form 10-K, information
detailing the explanation why such report is not included.

            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 2007, the Servicer and the Trustee shall (unless such
person is the Certifying Person), 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 Q (in the case of the
Trustee), 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 Depositor 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
Trustee or the Depositor has actual knowledge of information material to the
Sarbanes-Oxley Certification, the Trustee or the Depositor, as the case may be,
shall promptly notify the Servicer and the Depositor. 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 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 2007:

                  (i) Each of the Servicer and the Trustee shall deliver to the
            Depositor and the Servicer a report (in form and substance
            reasonably satisfactory to the Depositor) regarding the Servicer's
            or the Trustee's, as applicable, assessment of


                                      XI-3
<PAGE>


            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 specified on a certification
            substantially in the form of Exhibit W hereto delivered to the
            Depositor concurrently with the execution of this Agreement. 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 Depositor and the Servicer, and each
            of their respective officers and directors shall be entitled to rely
            on upon each such servicing criteria assessment.

                  (ii) Each of the Servicer and the Trustee shall deliver to the
            Depositor and the Servicer a report of a registered public
            accounting firm reasonably acceptable to the Depositor 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 that that effect.

                  (iii) The Servicer shall cause each Reporting Subcontractor to
            deliver 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 Reporting Subcontractor to
            deliver 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 and the Trustee shall execute (and the
            Servicer and the Trustee shall cause each Reporting Subcontractor to
            execute) a reliance certificate to enable the Certification Parties
            to rely upon each (i) annual compliance statement provided pursuant
            to Section 3.17, (ii) annual report on assessments of compliance
            with servicing criteria provided pursuant to this Section 11.07 and
            (iii) 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.


                                      XI-4
<PAGE>


            (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)(3) or (4) 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)(1).

            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 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 Depositor 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 XI, this Agreement shall be amended to
reflect the new agreement between the parties covering matters in this Article
XI 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 XI with respect to the
preparation and filing of the Exchange Act Reports and/or acting as the
Certifying


                                      XI-5
<PAGE>


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 T.

                         *     *     *     *     *     *


                                      XI-6
<PAGE>


            IN WITNESS WHEREOF, the Depositor, the Trustee, the Seller and the
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:______________________________
                                 Name:
                                 Title:

                             [                       ]
                                as Trustee


                              By:______________________________
                                 Name:
                                 Title:

                             [INDYMAC BANK, F.S.B.]
                                as Seller and Servicer


                              By:______________________________
                                 Name:
                                 Title:


<PAGE>


                                  SCHEDULE I

                            Mortgage Loan Schedule
                       [Delivered at Closing to Trustee]



                                    S-I-1
<PAGE>


                                  SCHEDULE II


             Home Equity Mortgage Loan Asset-Backed Certificates,
                                Series SPMD [ ]

             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, or if so specified herein, as of the
Cut-off Date. Capitalized terms used but not otherwise defined in this
Schedule II shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series, among [IndyMac], as seller and servicer, IndyMac MBS,
Inc., as depositor, and [ ], 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 and all 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-



                                    S-II-1
<PAGE>


     laws of [IndyMac] or (B) materially conflict with, result in a material
     breach, violation or acceleration of, or result in a material default
     under, the terms of 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, without
     limitation, the Office of Thrift Supervision, the Federal Deposit
     Insurance Corporation or any other governmental entity having regulatory
     authority over [IndyMac]); and [IndyMac] is not in breach or violation of
     any material indenture or other material agreement or instrument, or in
     violation of any statute, order or regulation of any court, regulatory
     body, administrative agency or governmental body having jurisdiction over
     it (including, without limitation, the Office of Thrift Supervision, 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) Each Servicer 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) IndyMac is a member of MERS in good standing, and will
     comply in all material respects with the rules and procedures of MERS in
     connection with the servicing of the MERS Mortgage Loans for as long as
     such Mortgage Loans are registered with MERS.



                                    S-II-2
<PAGE>


                                 SCHEDULE III


             Home Equity Mortgage Loan Asset-Backed Certificates,
                                Series SPMD [ ]

            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 Subsequent Transfer Date, as
applicable, or if so specified herein, as of the related Cut-off Date or date
of origination of the Mortgage Loan (as applicable). Capitalized terms used
but not otherwise defined in this Schedule III shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement") relating to the above-referenced Series, among
[IndyMac], as seller and servicer, IndyMac MBS, Inc., as depositor, and [ ],
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 or Subsequent
     Transfer Date, as applicable.

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

               (3) With respect to any Mortgage Loan that is not a Cooperative
     Loan, each Mortgage is a valid and enforceable first or second lien on
     the Mortgaged Property subject only to (a) the lien of nondelinquent
     current real property taxes and assessments and liens or interests
     arising under or as a result of any federal, state or local law,
     regulation or ordinance relating to hazardous wastes or hazardous
     substances and, if the related Mortgaged Property is a unit in a
     condominium project or planned unit development, any lien for common
     charges permitted by statute or homeowner association fees, (b)
     covenants, conditions and restrictions, rights of way, easements and
     other matters of public record as of the date of recording of such
     Mortgage, such exceptions appearing of record being generally acceptable
     to mortgage lending institutions in the area wherein the related
     Mortgaged Property is located or specifically reflected in the appraisal
     made in connection with the origination of the related Mortgage Loan, and
     (c) other matters to which like properties are commonly subject that do
     not materially interfere with the benefits of the security intended to be
     provided by such Mortgage.

               (4) Immediately prior to 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



                                   S-III-1
<PAGE>


     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 date of origination of each Mortgage Loan, there
     was no delinquent tax or assessment lien against the related Mortgaged
     Property.

               (6) There is no valid offset, defense or counterclaim to any
     Mortgage Note or Mortgage, including the obligation of the Mortgagor to
     pay the unpaid principal of or interest on such Mortgage Note.

               (7) There are no mechanics' liens or claims for work, labor or
     material affecting any Mortgaged Property that 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 (13)
     below.

               (8) To the best of the Seller's knowledge, 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 such Mortgage Loan.

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

               (10) As of the Closing Date or Subsequent Transfer Date, as
     applicable, the Seller has not modified the Mortgage in any material
     respect (except that a Mortgage Loan may have been modified by a written
     instrument that has been recorded or submitted for recordation, if
     necessary, to protect the interests of the Certificateholders and 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, each such
     policy is valid and remains in full force and effect.

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



                                   S-III-2
<PAGE>


               (13) To the best of the Seller's knowledge, 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 such Mortgaged Property.

               (14) To the best of the Seller's knowledge, as of the date of
     origination of each Mortgage Loan, no improvement located on or being
     part of the Mortgaged Property is in violation of any applicable zoning
     law or regulation unless such violation would not have a material adverse
     effect on the value of the related Mortgaged Property. To the best of the
     Seller's knowledge, all inspections, licenses and certificates required
     to be made or issued with respect to all occupied portions of the
     Mortgaged Property and, with respect to the use and occupancy of the
     same, including but not limited to 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 such Mortgaged Property.

               (15) The Mortgage Note and the related Mortgage are genuine,
     and each is the legal, valid and binding obligation of the maker thereof,
     enforceable in accordance with its terms and under applicable law.

               (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 that render the rights and remedies of the holder thereof
     adequate for the realization against the Mortgaged Property of the
     benefits of the security, including, (i) in the case of a Mortgage
     designated as a deed of trust, by trustee's sale, and (ii) otherwise by
     judicial foreclosure.

               (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 related Cut-off Date, the improvements upon each
     Mortgaged Property are covered by a valid and existing hazard insurance
     policy with a generally acceptable carrier that provides for fire and
     extended coverage and coverage for such other hazards as are customarily
     required by institutional single family mortgage lenders in the area
     where the Mortgaged Property is located, and the Seller has received no
     notice that any premiums due and payable thereon have not been paid; the
     Mortgage obligates the Mortgagor thereunder to maintain all such
     insurance including flood insurance at the Mortgagor's cost and expense.
     Anything to the contrary in this item (19) notwithstanding, no breach of
     this item (19) shall be deemed to give rise to any obligation



                                   S-III-3
<PAGE>


     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 such Mortgaged Property with a generally
     acceptable carrier.

               (21) To the best of the Seller's knowledge, there is no
     proceeding pending or threatened for the total or partial condemnation of
     any Mortgaged Property, nor is such a proceeding currently occurring.

               (22) To the best of the Seller's knowledge, there is no
     material event that, with the passage of time or with notice and the
     expiration of any grace or cure period, would constitute a material
     non-monetary default, breach, violation or event of acceleration under
     the Mortgage or the related Mortgage Note; and the Seller has not waived
     any material non-monetary default, breach, violation or event of
     acceleration.

               (23) Each Mortgage File contains an appraisal of the related
     Mortgaged Property in a form acceptable to FNMA or FHLMC.

               (24) Any leasehold estate securing a Mortgage Loan has a stated
     term at least as long as the term of the related Mortgage Loan.

               (25) Each Mortgage Loan was selected from among the outstanding
     one- to four-family sub-prime mortgage loans in the Seller's sub-prime
     mortgage 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 [   ]% (by aggregate Stated Principal Balance)
     of the Mortgage Loans are Cooperative Loans.

               (27) Each Cooperative Loan is secured by a valid, subsisting
     and enforceable perfected first and second liens (in the case of Loan
     Group 1) and first liens only (in the case of Loan Group 2) and security
     interest in the related Mortgaged Property, subject only to (i) the
     rights of the Cooperative Corporation to collect maintenance and
     assessments from the Mortgagor, (ii) the lien of the Blanket Mortgage, if
     any, on the Cooperative Property and of real property taxes, water and
     sewer charges, rents and assessments on the Cooperative Property not yet
     due and payable, and (iii) other matters to which like Cooperative Units
     are commonly subject which do not materially interfere with the benefits
     of the security intended to be provided by the Security Agreement or the
     use, enjoyment, value or marketability of the Cooperative Unit. Each
     original UCC financing statement, continuation statement or other



                                   S-III-4
<PAGE>


     governmental filing or recordation necessary to create or preserve the
     perfection and priority of the first priority lien and security interest
     in the Cooperative Shares and Proprietary Lease has been timely and
     properly made. Any security agreement, chattel mortgage or equivalent
     document related to the Cooperative Loan and delivered to the sponsor or
     its designee establishes in the Seller a valid and subsisting perfected
     first or second lien (in the case of a Cooperative Loan that is in Loan
     Group 1) and first lien only (in the case of a (Cooperative Loan that is
     in Loan group 2) on and security interest in the property described
     therein, and the Seller has full right to sell and assign the same.

               (28) Each Cooperative Corporation qualifies as a "cooperative
     housing corporation" as defined in Section 216 of the Code.

               (29) 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.



                                   S-III-5
<PAGE>


                                  SCHEDULE IV



                           Planned Balance Schedules

                               [Not applicable]



                                    S-IV-1
<PAGE>


                                   EXHIBIT A

                    [FORM OF CLASS A, M AND B CERTIFICATE]


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

Certificate No.                     :

Cut-off Date                        :

First Distribution Date             :

Initial Certificate Balance
of this Certificate
("Denomination")                    :       $

Initial Certificate Balances
of all Certificates
of this Class                       :       $

CUSIP                               :



                               INDYMAC MBS, INC.

                 Home Equity Mortgage Loan Asset-Backed Trust
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]
                                  Class [A ]

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



                                     A-1
<PAGE>


     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Servicer or the Trustee referred to below or any of
their respective affiliates. Neither this Certificate nor the Mortgage Loans
are guaranteed or insured by any governmental agency or instrumentality.

     This certifies that CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination
of this Certificate by the aggregate of the denominations of all Certificates
of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among IndyMac MBS, Inc., as
depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller (in such
capacity, the "Seller") and as servicer (in such capacity, the "Servicer"),
and [         ], 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.

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                                   *   *   *



                                      A-2
<PAGE>


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

Dated:  [             ]

                                  [                                    ],
                                  not in its individual Capacity, but solely as
                                  Trustee


                               By ______________________

Countersigned:

By ________________________________
    Authorized Signatory of
    [                        ],
    not in its individual Capacity,
    but solely as Trustee



                                     A-3
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

THIS CLASS OF CERTIFICATES CONSISTS OF SUBORDINATED SECURITIES AND THEY WILL
NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS
A RESULT, THE PURCHASE OR HOLDING OF ANY OF THIS CLASS OF CERTIFICATES BY A
PLAN INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN
THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR THE CODE.
ACCORDINGLY, NONE OF THIS CLASS OF CERTIFICATES ARE OFFERED FOR SALE, AND ARE
NOT TRANSFERABLE, TO PLAN INVESTORS UNLESS AN EXEMPTION FROM THE PROHIBITED
TRANSACTION RULES OF ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING,
AND RESALE OF SUCH CERTIFICATE. EACH PURCHASER OF THIS CLASS OF CERTIFICATE,
BY VIRTUE OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE
REPRESENTED EITHER THAT IT IS NOT A PLAN INVESTOR OR THAT CERTAIN EXEMPTIONS
FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE APPLY TO THE
PLAN INVESTOR'S ACQUISITION, HOLDING, AND RESALE OF SUCH CERTIFICATES.



                                     A-4
<PAGE>


Certificate No.                     :

Cut-off Date                        :

First Distribution Date             :

Initial Certificate Balance
of Certificate
("Denomination")                    :       $

Initial Certificate Balances
of all Certificates
of this Class                       :       $

CUSIP                               :



                               INDYMAC MBS, INC.
                 Home Equity Mortgage Loan Asset-Backed Trust,
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]
                                  Class [M ]

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


     Principal in respect of this Certificate is distributable monthly as 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 CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination
of this Certificate by the aggregate of the denominations of all Certificates
of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut off Date specified above (the "Agreement") among IndyMac MBS, Inc., as
depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller (in such
capacity, the "Seller") and as servicer (in such capacity, the "Servicer") and
[        ], 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.



                                     A-5
<PAGE>


     The Class [M ] Certificates are subordinated securities and they will not
satisfy the requirements of certain prohibited transaction exemptions. As a
result, the purchase or holding of any of the Class [M ] Certificates by a
plan investor may constitute a non-exempt prohibited transaction or result in
the imposition of excise taxes or civil penalties under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or the Code.
Accordingly, none of the Class [M ] Certificates are offered for sale, and are
not transferable, to plan investors unless an exemption from the prohibited
transaction rules of ERISA and the Code applies to the acquisition, holding,
and resale of such certificate. Each purchaser of a Class [M ] Certificate, by
virtue of its purchase of such Certificate, will be deemed to have represented
either that it is not a plan investor or that certain exemptions from the
prohibited transaction provisions of ERISA and the Code apply to the plan
investor's acquisition, holding, and resale of such Certificates.

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

                                 *   *   *



                                     A-6
<PAGE>


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

Dated:  [             ]

                                  [                                    ],
                                  not in its individual Capacity, but solely as
                                  Trustee


                               By ______________________

Countersigned:

By ________________________________
    Authorized Signatory of
    [                        ],
    not in its individual Capacity,
    but solely as Trustee



                                     A-7
<PAGE>


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

THIS CLASS OF CERTIFICATES CONSISTS OF SUBORDINATED SECURITIES AND THEY WILL
NOT SATISFY THE REQUIREMENTS OF CERTAIN PROHIBITED TRANSACTION EXEMPTIONS. AS
A RESULT, THE PURCHASE OR HOLDING OF ANY OF THIS CLASS OF CERTIFICATES BY A
PLAN INVESTOR MAY CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION OR RESULT IN
THE IMPOSITION OF EXCISE TAXES OR CIVIL PENALTIES UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR THE CODE.
ACCORDINGLY, NONE OF THIS CLASS OF CERTIFICATES ARE OFFERED FOR SALE, AND ARE
NOT TRANSFERABLE, TO PLAN INVESTORS UNLESS AN EXEMPTION FROM THE PROHIBITED
TRANSACTION RULES OF ERISA AND THE CODE APPLIES TO THE ACQUISITION, HOLDING,
AND RESALE OF SUCH CERTIFICATE. EACH PURCHASER OF THIS CLASS OF CERTIFICATE,
BY VIRTUE OF ITS PURCHASE OF SUCH CERTIFICATE, WILL BE DEEMED TO HAVE
REPRESENTED EITHER THAT IT IS NOT A PLAN INVESTOR OR THAT CERTAIN EXEMPTIONS
FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE APPLY TO THE
PLAN INVESTOR'S ACQUISITION, HOLDING, AND RESALE OF SUCH CERTIFICATES.



                                     A-8
<PAGE>


Certificate No.                      :

Cut-off Date                         :

First Distribution Date              :

Initial Certificate Balance
of this Certificate
("Denomination")                     :       $

Initial Certificate Balances
of all Certificates of this Class    :       $

CUSIP                                :

                               INDYMAC MBS, INC.

                 Home Equity Mortgage Loan Asset-Backed Trust,
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]
                                  Class [B ]

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

     Principal in respect of this Certificate is distributable monthly as 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 CEDE & CO. is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination
of this Certificate by the aggregate of the denominations of all Certificates
of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among IndyMac MBS, Inc., as
depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller (in such
capacity, the "Seller") and as servicer (in such capacity, the "Servicer") and
[        ], 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.



                                     A-9
<PAGE>


     The Class [B ] Certificates are subordinated securities and they will not
satisfy the requirements of certain prohibited transaction exemptions. As a
result, the purchase or holding of any of the Class [B ] Certificates by a
plan investor may constitute a non-exempt prohibited transaction or result in
the imposition of excise taxes or civil penalties under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or the Code.
Accordingly, none of the Class [B ] Certificates are offered for sale, and are
not transferable, to plan investors unless an exemption from the prohibited
transaction rules of ERISA and the Code applies to the acquisition, holding,
and resale of such certificate. Each purchaser of a Class [B ] Certificate, by
virtue of its purchase of such Certificate, will be deemed to have represented
either that it is not a plan investor or that certain exemptions from the
prohibited transaction provisions of ERISA and the Code apply to the plan
investor's acquisition, holding, and resale of such Certificates.

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.

                                   *   *   *



                                     A-10
<PAGE>


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

Dated:  [             ]

                                  [                                    ],
                                  not in its individual Capacity, but solely as
                                  Trustee


                               By ______________________

Countersigned:

By ________________________________
    Authorized Signatory of
    [                        ],
    not in its individual Capacity,
    but solely as Trustee



                                     A-11
<PAGE>


                                   EXHIBIT B

                                  [RESERVED]



                                     B-1
<PAGE>


                                   EXHIBIT C

                         [FORM OF CLASS 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 DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR, IF THE PURCHASER IS AN INSURANCE COMPANY, 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. IN THE EVENT THAT SUCH REPRESENTATION IS
VIOLATED, OR ANY ATTEMPT 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 SUCH OPINION OF COUNSEL, SUCH ATTEMPTED
TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO EFFECT.

Certificate No.                             :

Cut-off Date                                :

Initial Certificate Balance
of this Certificate
("Denomination")                            :       $

Initial Certificate Balances
of all Certificates of
this Class                                  :        $

CUSIP                                       :


                               INDYMAC MBS, INC.
                 Home Equity Mortgage Loan Asset-Backed Trust,
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]



                                     C-1
<PAGE>


                                    Class R

     evidencing the distributions allocable to the Class R Certificates with
     respect to a Trust Fund consisting primarily of a pool of fixed-rate and
     adjustable-rate conventional 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. 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 INDYMAC MBS, INC. is the registered owner of the
Percentage Interest (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 pursuant
to a Pooling and Servicing Agreement dated as of the Cut-Off Date specified
above (the "Agreement") among IndyMac MBS, Inc., as depositor (the
"Depositor"), [IndyMac Bank, F.S.B.], as seller (in such capacity, the
"Seller") and as servicer (in such capacity, the "Servicer"), and [      ], 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.

     Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class R
Certificate at the Corporate Trust Office or the office or agency maintained
by the Trustee in New York, New York.

     No transfer of a Class 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 or
arrangement subject to Section 406 of ERISA, nor a plan or arrangement subject
to Section 4975 of the Code or a person acting on behalf of any such plan or
arrangement nor using the assets of any such plan or arrangement to effect
such transfer, which representation letter shall not be an expense of the
Trustee, the Servicer or the Trust Fund, (ii) if the purchaser is an insurance
company, 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 PTCE 95-60 or (iii) in the case
of any such Class R Certificate presented for registration in the name of an
employee benefit plan subject to ERISA or a plan or arrangement subject to
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or arrangement or any other person
acting on behalf of any such plan or arrangement or using such plan's or
arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and
the Servicer to the effect that the purchase or holding of such Class R
Certificate will not result in



                                     C-2
<PAGE>


the assets of the Trust Fund being deemed to be "plan assets" and subject to
the prohibited transaction provisions of ERISA and the Code and will not
subject the Trustee or the Servicer to any obligation in addition to those
expressly undertaken in the Agreement or to any liability, which Opinion of
Counsel shall not be an expense of the Trustee, the Servicer or the Trust
Fund. In the event that such representation is violated, or any attempt 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 such Opinion of Counsel, such attempted transfer or acquisition shall
be void and of no effect.

Each Holder of this Class R Certificate shall be deemed by the acceptance or
acquisition an Ownership Interest in this Class R Certificate to have agreed
to be bound by the following provisions, and the rights of each Person
acquiring any Ownership Interest in this Class R Certificate are expressly
subject to the following provisions: (i) each Person holding or acquiring any
Ownership Interest in this Class R Certificate shall be a Permitted Transferee
and shall promptly notify the Trustee of any change or impending change in its
status as a Permitted Transferee, (ii) no Ownership Interest in this Class R
Certificate may be registered on the Closing Date or thereafter transferred,
and the Trustee shall not register the Transfer of this Certificate unless, in
addition to the certificates required to be delivered to the Trustee under
Section 5.02(b) of the Agreement, the Trustee shall have been furnished with a
Transfer Affidavit of the initial owner or the proposed transferee in the form
attached as Exhibit I to the Agreement, (iii) each Person holding or acquiring
any Ownership Interest in this Class R Certificate shall agree (A) to obtain a
Transfer Affidavit from any other Person to whom such Person attempts to
Transfer its Ownership Interest this Class R Certificate, (B) to obtain a
Transfer Affidavit from any Person for whom such Person is acting as nominee,
trustee or agent in connection with any Transfer of this Class R Certificate
and (C) not to Transfer the Ownership Interest in this Class R Certificate or
to cause the Transfer of the Ownership Interest in this Class R Certificate to
any other Person if it has actual knowledge that such Person is not a
Permitted Transferee and (iv) any attempted or purported Transfer of the
Ownership Interest in this Class R Certificate in violation of the provisions
herein shall be absolutely null and void and shall vest no rights in the
purported Transferee.

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.



                                     C-3
<PAGE>


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

Dated:  [             ]

                                  [                                    ],
                                  not in its individual Capacity, but solely as
                                  Trustee


                               By ______________________

Countersigned:

By ________________________________
    Authorized Signatory of
    [                        ],
    not in its individual Capacity,
    but solely as Trustee



                                     C-4
<PAGE>


                                   EXHIBIT D

                         [FORM OF CLASS X CERTIFICATE]


SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE
EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE
TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE
REPRESENTATION LETTER OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.

Certificate No.                     :

Cut-off Date                        :

First Distribution Date             :

Percentage Interest
of this Certificate
("Denomination")                    :       %

CUSIP                               :



                                     D-1
<PAGE>


                               INDYMAC MBS, INC.
                 Home Equity Mortgage Loan Asset-Backed Trust,
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD [ ]
                                    Class X


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

     Distributions in respect of this Certificate are distributable monthly as
set forth herein. This Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Seller, the Servicer
or the Trustee referred to below or any of their respective affiliates.
Neither this Certificate nor the Mortgage Loans are guaranteed or insured by
any governmental agency or instrumentality.

     This certifies that HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES
SPMD [        ] is the registered owner of the Percentage Interest evidenced by
this Certificate (obtained by dividing the denomination of this Certificate by
the aggregate of the denominations of all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions pursuant to a
Pooling and Servicing Agreement dated as of the Cut-off Date specified above
(the "Agreement") among IndyMac MBS, Inc., as depositor (the "Depositor"),
[IndyMac Bank, F.S.B.], as seller (in such capacity, the "Seller") and as
servicer (in such capacity, the "Servicer"), and [           ], 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.

     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



                                     D-2
<PAGE>


in form and substance satisfactory to the Trustee, to the effect that such
transferee is not an employee benefit plan subject to Section 406 of ERISA or
Section 4975 of the Code, nor a person acting on behalf of any such plan,
which representation letter shall not be an expense of the Trustee, or (ii) if
the purchaser is an insurance company, 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 PTCE 95-60, or (iii) 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 and the Servicer, which Opinion of Counsel shall not be an expense of
the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the
effect that the purchase or holding of such Certificate will not result in the
assets of the Trust Fund being deemed to be "plan assets" and subject to the
prohibited transaction provisions of ERISA and the Code and will not subject
the Trustee or the Servicer to any obligation in addition to those expressly
undertaken in this Agreement or to any liability.

     Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
signatory of the Trustee.


                                   *   *   *



                                     D-3
<PAGE>


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

Dated:  [             ]

                                  [                                    ],
                                  not in its individual Capacity, but solely as
                                  Trustee


                               By ______________________

Countersigned:

By ________________________________
    Authorized Signatory of
    [                        ],
    not in its individual Capacity,
    but solely as Trustee



                                     D-4
<PAGE>


                                   EXHIBIT E

                       [FORM OF REVERSE OF CERTIFICATES]

                               INDYMAC MBS, INC.
                 Home Equity Mortgage Loan Asset-Backed Trust,
              Home Equity Mortgage Loan Asset-Backed Certificates

     This Certificate is one of a duly authorized issue of Certificates
designated as IndyMac MBS, Inc., Home Equity Mortgage Loan Asset-Backed
Certificates, of the Series specified on the face hereof (herein collectively
called the "Certificates"), and representing a beneficial ownership interest
in the Trust Fund created by the Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced thereby, and the rights,
duties and immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on
the [25]th day of each month or, if such [25]th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on
the first Distribution Date specified on the face hereof, to the Person in
whose name this Certificate is registered at the close of business on the
applicable Record Date in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and the amount required to be
distributed to Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement. The Record Date
applicable to each Distribution Date is the last Business Day of the month
next preceding the month of such Distribution Date.

     Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days
prior to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final
distribution on each Certificate will be made in like manner, but only upon
presentment and surrender of such Certificate at the Corporate Trust Office or
such other location specified in the notice to Certificateholders of such
final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicer and the Trustee with the consent of the
Holders of Certificates affected by such amendment evidencing



                                     E-1
<PAGE>


the requisite Percentage Interest, as provided in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange therefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by
the Trustee in [New York, New York], 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 is less than or equal to 10% of the aggregate Cut-off
Date Principal Balances of the Mortgage Loans, the Servicer will have the
option to repurchase, in whole, from the Trust Fund all remaining Mortgage
Loans and all property acquired in respect of the Mortgage Loans at a purchase
price determined as provided in the Agreement. The obligations and
responsibilities created by the Agreement will terminate as provided in
Section 9.01 of the Agreement.

     Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.



                                     E-2
<PAGE>


                                  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



                                     E-3
<PAGE>


                           DISTRIBUTION INSTRUCTIONS


     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ______________________________________________,
_____________________________________________________________________________,
for the account of __________________________________________________________,
account number __________, or, if mailed by check, to _______________________.
Applicable statements should be mailed to ___________________________________,
_____________________________________________________________________________.

     This information is provided by ________________________________________,
the assignee named above, or ________________________________________________,
as its agent.



STATE OF                  )
                          )  ss.:
COUNTY OF                 )


     On the ___ th day of ___________, 20__ before me, a notary public in and
for said State, personally appeared ___________________, known to me who, being
by me duly sworn, did depose and say that he executed the foregoing instrument.


                                         ___________________________________
                                                     Notary Public

[Notarial Seal]



                                     E-4
<PAGE>


                                   EXHIBIT F

                                  [RESERVED]



                                     F-1
<PAGE>


                                   EXHIBIT G

                   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
               [          ], as Trustee, Home Equity Mortgage Loan Asset-Backed
               Trust, Series SPMD [         ], Home Equity Mortgage Loan
               Asset-Backed Certificates, Series SPMD [        ] [and the
               Subsequent Transfer Agreement dated as of [          ], among
               IndyMac MBS, Inc., as Depositor, [IndyMac Bank, F.S.B.], as
               Seller, and [             ], as Trustee]
               ---------------------------------------------------------------

Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), [and the
above-captioned Subsequent Transfer Agreement] the undersigned, as Trustee,
hereby certifies that, as to each [Initial][Subsequent] Mortgage Loan listed
in the Mortgage Loan Schedule (other than any [Initial][Subsequent] 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) a duly executed assignment of the Mortgage (which may be included in
a blanket assignment or assignments); provided, however, that it has received
no assignment with respect to any Mortgage for which the related Mortgaged
Property is located in the Commonwealth of Puerto Rico.

     Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
[Initial][Subsequent] 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



                                     G-1
<PAGE>


[Initial][Subsequent] Mortgage Loans identified on the Mortgage Loan Schedule,
or (ii) the collectability, insurability, effectiveness or suitability of any
such [Initial][Subsequent] Mortgage Loan.



                                     G-2
<PAGE>


         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

                                           [               ],
                                           as Trustee


                                           By:________________________________

                                           Name:______________________________

                                           Title:_____________________________



                                     G-3
<PAGE>


                                  EXHIBIT G-1



                     FORM OF DELAY DELIVERY CERTIFICATION

                                    [date]

[Depositor]

[Servicer]


          Re:  Pooling and Servicing Agreement among IndyMac MBS, Inc., as
               Depositor, [IndyMac Bank, F.S.B.], as Seller and Servicer, and
               [          ], as Trustee, Home Equity Mortgage Loan Asset-Backed
               Trust, Series SPMD [         ], Home Equity Mortgage Loan
               Asset-Backed Certificates, Series SPMD [        ] [and the
               Subsequent Transfer Agreement dated as of [          ], among
               IndyMac MBS, Inc., as Depositor, [IndyMac Bank, F.S.B.], as
               Seller, and [             ], as Trustee]
               ---------------------------------------------------------------

Gentlemen:

     [Reference is made to the Initial Certification of Trustee relating to
the above-referenced series, with the schedule of exceptions attached thereto,
delivered by the undersigned, as Trustee, on the Closing Date in accordance
with Section 2.02 of the above-captioned Pooling and Servicing Agreement.] The
undersigned hereby certifies that [, with respect to the Subsequent Mortgage
Loans delivered in connection with the Subsequent Transfer Agreement,] as to
each Delay Delivery Mortgage Loan listed on the Schedule A attached hereto
(other than any [Initial Mortgage Loan][Subsequent Mortgage Loan] paid in full
or listed on Schedule B attached hereto) it has received:

               (i) (A) the original Mortgage Note, endorsed by manual or
          facsimile signature in blank in the following form: "Pay to the
          order of _________ _____________ without recourse", with all
          intervening endorsements showing a complete chain of endorsement
          from the originator to the Person endorsing the Mortgage Note (each
          such endorsement being sufficient to transfer all right, title and
          interest of the party so endorsing, as noteholder or assignee
          thereof, in and to that Mortgage Note) and (B) with respect to any
          Lost Mortgage Note, a lost note affidavit from the Seller stating
          that the original Mortgage Note was lost or destroyed, together with
          a copy of such Mortgage Note;

               (ii) a duly executed assignment of the Mortgage (which may be
          included in a blanket assignment or assignments), together with,
          except as provided below, all interim recorded assignments of such
          mortgage (each such assignment, when duly and validly completed, to
          be in recordable form and sufficient to effect the assignment of and
          transfer to the assignee thereof, under



                                     G-4
<PAGE>


          the Mortgage to which the assignment relates); provided that such
          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.

     Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such
Mortgage Loan.



                                     G-5
<PAGE>


     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, enforceability
or genuineness of any of the documents contained in each Mortgage File of any
of the [Initial Mortgage Loans][Subsequent Mortgage Loans] identified on the
[Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage Loan
Schedule] or (ii) the collectibility, insurability, effectiveness or
suitability of any such [Initial Mortgage Loan][Subsequent Mortgage Loan].

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.



                                              [                      ],
                                              as Trustee


                                              By:_____________________________
                                              Name:
                                              Title:



                                     G-6
<PAGE>


                                   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
               [          ], as Trustee, Home Equity Mortgage Loan Asset-Backed
               Trust, Series SPMD [         ], Home Equity Mortgage Loan
               Asset-Backed Certificates, Series SPMD [        ] [and the
               Subsequent Transfer Agreement dated as of [          ], among
               IndyMac MBS, Inc., as Depositor, [IndyMac Bank, F.S.B.], as
               Seller, and [             ], as Trustee]
               ---------------------------------------------------------------

Gentlemen:

     In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") [and the
above-captioned Subsequent Transfer Agreement], the undersigned, as Trustee,
hereby certifies that as to each [Initial][Subsequent] Mortgage Loan listed in
the Mortgage Loan Schedule (other than any [Initial][Subsequent] 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(f) 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) A duly executed assignment of the Mortgage in the form provided in
Section 2.01(f) of the Pooling and Servicing Agreement; provided, however,
that it has received no assignment with respect to any Mortgage for which the
related Mortgaged Property is located in the Commonwealth of Puerto Rico, or,
if the Depositor has certified or the Trustee otherwise knows that the related
Mortgage has not been returned from the applicable recording office, a copy of
the assignment of the Mortgage (excluding information to be provided by the
recording office).



                                     H-1
<PAGE>


     (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
[Initial][Subsequent] Mortgage Loan, and (b) the information set forth in
items (i), (ii), (iii), (iv), (vi) and (xi) 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, 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 [Initial][Subsequent]
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.

                                           [               ],
                                           as Trustee


                                           By:________________________________

                                           Name:______________________________

                                           Title:_____________________________



                                     H-2
<PAGE>


                                EXHIBIT I

                              TRANSFER AFFIDAVIT

                              IndyMac MBS, Inc.,
         Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD [ ]
             Home Equity Mortgage Loan Asset-Backed Certificates,
                                Series SPMD [ ]



STATE OF              )
                      ) ss.:
COUNTY OF             )

     The undersigned, being first duly sworn, deposes and says as follows:

     1. The undersigned is an officer of ________________, the proposed
Transferee of an Ownership Interest in a Class R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the
"Agreement"), relating to the above-referenced Series, by and among IndyMac
MBS, Inc., as depositor (the "Depositor"), [IndyMac Bank, F.S.B.], as seller
and servicer and [          ], 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. The Transferee has
no knowledge that any such affidavit is false.

     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.)



                                     I-1
<PAGE>


     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 sales. The Transferee expressly agrees to be bound by and to abide
by the provisions of Section 5.02(c) of the Agreement and the restrictions
noted on the face of the Certificate. The Transferee understands and agrees
that any breach of any of the representations included herein shall render the
Transfer to the Transferee contemplated hereby null and void.

     6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit J to the Agreement (a "Transferor Certificate") to
the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.

     7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.

     8. The Transferee's taxpayer identification number is ____________.

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

     10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.

     11. 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 investing plan assets of such a
plan, or (ii) 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 the purchase and holding of such Certificate are
covered under Sections I and III of PTCE 95-60.

                                   *   *   *



                                     I-2
<PAGE>


     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its duly authorized officer and its corporate seal to be hereunto affixed,
duly attested, this ____ day of ________, 20__.


                                    _________________________________________
                                    Print Name of Transferee


                                    By:______________________________________
                                       Name:
                                       Title:
[Corporate Seal]

ATTEST:


_________________________________
[Assistant] Secretary

     Personally appeared before me the above-named ____________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the _______________  of the Transferee, and acknowledged that he executed
the same as his free act and deed and the free act and deed of the Transferee.

     Subscribed and sworn before me this ____ day of _________, 20__.



                                        ______________________________________
                                                    NOTARY PUBLIC

                                        My Commission expires the ____ day of
                                        ____________, 20__



                                     I-3
<PAGE>


                                                                     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 R Certificate, (iv) rural electric and telephone cooperatives described
in Code Section 1381(a)(2)(c), (v) a Person that is not a U.S. Person, and
(vi) any other Person so designated by the Trustee based upon an Opinion of
Counsel that the Transfer of an Ownership Interest in a Class R Certificate to
such Person may cause the Trust Fund to fail to qualify as a REMIC at any time
that certain Certificates are Outstanding. The terms "United States," "State"
and "International Organization" 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.

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



                                     I-4
<PAGE>


regulations, certain trusts in existence on August 20, 1996, and treated as
U.S. Persons prior to such date, may elect to continue to be U.S. Persons.



                                     I-5
<PAGE>


                                                                     EXHIBIT 2
                                                                  to EXHIBIT I


                       Section 5.02 (c) of the Agreement
                       ---------------------------------

          (c) Each Person who has or who acquires any Ownership Interest in the
Residual Certificates 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 the
     Residual Certificates 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 the Residual Certificates may be
     registered on the Closing Date or thereafter transferred, and the Trustee
     shall not register the Transfer of any Residual Certificates 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 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



                                     I-6
<PAGE>


     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.



                                     I-7
<PAGE>


                                                                     EXHIBIT J


                        FORM OF TRANSFEROR CERTIFICATE


                                                              __________, 20__

IndyMac MBS, Inc.
155 North Lake Avenue
Pasadena, California 91101

[Name of Trustee]
[Address]
[Address]
Attention: [       ]

                       Re:  IndyMac MBS, Inc. Home Equity Loan Asset-Backed
                            Trust, Series SPMD [        ], Home Equity Mortgage
                            Loan Asset-Backed Certificates, Series SPMD [    ],
                            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
Residual Certificate, we have no knowledge the Transferee is not a Permitted
Transferee.

                                    Very truly yours,

                                    __________________________________________
                                    Print Name of Transferor


                                    By:_______________________________________
                                                 Authorized Officer



                                     J-1
<PAGE>


                                                                    EXHIBIT L


                           FORM OF RULE 144A LETTER

                                                           ____________, 20__


IndyMac MBS, Inc.
155 North Lake Avenue
Pasadena, California 91101

[Name of Trustee]
[Address]
[Address]
Attention: [        ]

                      Re:  Home Equity Mortgage Loan Asset-Backed Trust,
                           Series SPMD [        ]
                           Home Equity Mortgage Loan Asset-Backed Certificates,
                           Series SPMD [        ],
                           Class
                           ----------------------------------------------------


Ladies and Gentlemen:

     In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under
the Securities Act of 1933, as amended (the "Act"), or any state securities
laws and are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) 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 nor using the assets of any such plan or arrangement to effect
such acquisition, (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 Securities Act
or that would render the disposition of the Certificates a violation of
Section 5 of the Securities Act or require registration pursuant thereto,



                                     L-1
<PAGE>


nor will act, nor has authorized or will authorize any person to act, in such
manner with respect to the Certificates, (f) to the extent that the
Certificate transferred is a Class X Certificate, we are a bankruptcy-remote
entity and (g) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2.
We are aware that the sale to us is being made in reliance on Rule 144A. We
are acquiring the Certificates for our own account or for resale pursuant to
Rule 144A and further, understand that such Certificates may be resold,
pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Securities Act.



                                     L-2
<PAGE>


                                                          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.


------------

     (1) Buyer must own and/or invest on a discretionary basis at least
         $100,000,000 in securities unless Buyer is a dealer, and, in that
         case, Buyer must own and/or invest on a discretionary basis at least
         $10,000,000 in securities.



                                     L-3
<PAGE>


          ____ 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 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



                                     L-4
<PAGE>


another enterprise and the Buyer is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.

          5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer may be in reliance on Rule 144A.

          6. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of
this certification as of the date of such purchase. In addition, if the Buyer
is a bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after
they become available.


                                        ______________________________________
                                         Print Name of Transferor


                                        By:___________________________________
                                           Name:
                                           Title:

                                        Date:_________________________________



                                     L-5
<PAGE>


                                                         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



                                     L-6
<PAGE>


and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

          5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

          6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to
which this certification relates of any changes in the information and
conclusions herein. Until such notice is given, the Buyer's purchase of the
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such purchase.

                                        ______________________________________
                                        Print Name of Buyer or Adviser


                                        By:___________________________________
                                        Name:
                                        Title:

                                        IF AN ADVISER:


                                        ______________________________________
                                                  Print Name of Buyer


                                        Date:_________________________________



                                     L-7
<PAGE>


                                   EXHIBIT M

                              REQUEST FOR RELEASE
                                 (for Trustee)

                              IndyMac MBS, Inc.,
         Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD [ ]
             Home Equity Mortgage Loan Asset-Backed Certificates,
                                Series SPMD [ ]

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
[       ], as Trustee for the Holders of Home Equity Mortgage Loan Asset-Backed
Certificates, of the above-referenced Series, the documents referred to below
(the "Documents"). All capitalized terms not otherwise defined in this Request
for Release shall have the meanings given them in the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement") relating to the
above-referenced Series among the Trustee, [IndyMac Bank, F.S.B.], as Seller
and Servicer and IndyMac MBS, Inc., as Depositor.

(  )   Mortgage Note dated ____________, _____, in the original principal sum
       of $ _________, made by ___________________. payable to, or endorsed to
       the order of, the Trustee.

(  )   Mortgage recorded on _________________ as instrument no. _________  in
       the County Recorder's Office of the County of ______________, State of
       _____________ in book/reel/docket _____________ of official records at
       page/image __________.



                                     M-1
<PAGE>


(  )   Deed of Trust recorded on ________________ as instrument no. _________
       in the County Recorder's Office of the County of ___________, State of
       __________ in book/reel/docket _____________ of official records at
       page/image ___________.

(  )   Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
       ___________ as instrument no. ________ in the County Recorder's Office
       of the County of __________, State of ______________ in book/reel/docket
       __________ of official records at page/image _____________.

  )    Other documents, including any amendments, assignments or other
       assumptions of the Mortgage Note or Mortgage.

       (  ) __________________________________________________________________

       (  ) __________________________________________________________________

       (  ) __________________________________________________________________

       (  ) __________________________________________________________________

     The undersigned Servicer hereby acknowledges and agrees as follows:

          (1) The Servicer shall hold and retain possession of the Documents
     in trust for the benefit of the Trustee, solely for the purposes provided
     in the Agreement.

          (2) The Servicer shall not cause or knowingly permit the Documents
     to become subject to, or encumbered by, any claim, liens, security
     interest, charges, writs of attachment or other impositions nor shall the
     Servicer assert or seek to assert any claims or rights of setoff to or
     against the Documents or any proceeds thereof.

          (3) The Servicer shall return each and every Document previously
     requested from the Mortgage File to the Trustee when the need therefor no
     longer exists, unless the Mortgage Loan relating to the Documents has
     been liquidated and the proceeds thereof have been remitted to the
     Certificate Account and except as expressly provided in the Agreement.



                                     M-2
<PAGE>


          (4) The Documents and any proceeds thereof, including any proceeds
     of proceeds, coming into the possession or control of the Servicer shall
     at all times be earmarked for the account of the Trustee, and the
     Servicer shall keep the Documents and any proceeds separate and distinct
     from all other property in the Servicer's possession, custody or control.

                                           [INDYMAC BANK, F.S.B.]


                                           By: ______________________________

                                           Its ______________________________

Date: _________________



                                     M-3
<PAGE>


                                   EXHIBIT N

                       REQUEST FOR RELEASE OF DOCUMENTS

To:  [Name of Trustee]                        Attn:  Mortgage Custody Services

Re:  The Pooling & Servicing Agreement dated _______ among [IndyMac Bank,
     F.S.B.], as Servicer, Inc, IndyMac MBS, Inc. and [           ] 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.



                                     N-1
<PAGE>


[INDYMAC BANK, F.S.B.]                              [155 North Lake Ave.
                                                    Pasadena CA  91101]


By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________

TRUSTEE CONSENT TO RELEASE AND
ACKNOWLEDGEMENT OF RECEIPT

By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________



                                     N-2
<PAGE>


                                   EXHIBIT O

                     FORM OF SUBSEQUENT TRANSFER AGREEMENT


          Subsequent Transfer Agreement, dated as of [            ], among
IndyMac MBS, Inc., a Delaware corporation, as depositor (the "Depositor"),
[IndyMac Bank, F.S.B.], a federal savings bank ("[IndyMac Bank]"), in its
capacity as seller under the Pooling and Servicing Agreement referred to below
(the "Seller"), and [              ], as trustee (the "Trustee").


                                  WITNESSETH:

          WHEREAS, the Depositor, [IndyMac Bank] (in its capacity as Seller
and in its capacity as Servicer) and the Trustee are parties to that certain
pooling and servicing agreement dated as of [            ] (the "Pooling and
Servicing Agreement") relating to the Home Equity Mortgage Loan Asset-Backed
Certificates, Series SPMD [         ]; and

          WHEREAS, as contemplated in the Pooling and Servicing Agreement, the
Seller desires to convey certain Subsequent Mortgage Loans (as hereinafter
defined) to the Depositor, and the Depositor desires to simultaneously convey
such Subsequent Mortgage Loans to the Trustee for the benefit of the
Certificateholders;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

Section 1.01.  Defined Terms.

     Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in Pooling and Servicing Agreement.

     "Agreement" means this Subsequent Transfer Agreement and all amendments
hereof and supplements hereto.

     "Subsequent Mortgage Loans" means the Mortgage Loans identified on the
Mortgage Loan Schedule specified in Section 1.02 hereof.

     "Subsequent Transfer Date" means, with respect to this Agreement, [     ].

     "Cut-off Date" means, with respect to each of the Subsequent Mortgage
Loans, [        ].

Section 1.02.  Mortgage Loan Schedule.

     Annexed hereto is a supplement to Schedule I to the Pooling and Servicing
Agreement listing the Subsequent Mortgage Loans to be conveyed by the Seller
to the Depositor and simultaneously by the Depositor to the Trustee pursuant
to the Pooling and Servicing Agreement and this Agreement on the Subsequent
Transfer Date.



                                     O-1
<PAGE>

Section 1.03.  Conveyance of Subsequent Mortgage Loans by the Seller.

     Subject to the conditions set forth in Section 1.05 and Section 1.06, in
consideration of the Trustee's delivery to or upon the order of the Seller of
an amount equal to $________ (i.e., the aggregate Cut-off Date Principal
Balance of the Subsequent Mortgage Loans), the Seller does hereby sell,
transfer, assign and otherwise convey to the Depositor, without recourse
(subject to the Seller's obligations hereunder) all of the Seller's right,
title and interest in and to the Subsequent Mortgage Loans, including all
interest and principal received or receivable by the Seller on or with respect
to each Subsequent Mortgage Loan after the related Cut-off Date and all
interest and principal payments on each Subsequent Mortgage Loan received
prior to such related Cut-off Date in respect of installments of interest and
principal due thereafter, but not including payments of principal and interest
due and payable on each Subsequent Mortgage Loan on or before such related
Cut-off Date, and the Depositor simultaneously does hereby sell, transfer,
assign, set over and otherwise convey to the Trustee for the benefit of the
Certificateholders, without recourse, all the right, title and interest of the
Depositor in and to each Subsequent Mortgage Loan, including all interest and
principal received or receivable by the Depositor on or with respect to each
Subsequent Mortgage Loan after the related Cut-off Date and all interest and
principal payments on each Subsequent Mortgage Loan received prior to such
related Cut-off Date in respect of installments of interest and principal due
thereafter, but not including payments of principal and interest due and
payable on each Subsequent Mortgage Loan on or before such related Cut-off
Date.

Section 1.04. Allocation of the Amounts to be Released from the Pre-Funding
Accounts.

     Of the $________ (i.e., the aggregate Cut-off Date Principal Balance of
the Subsequent Mortgage Loans), released by the Trustee pursuant to the terms
of Section 1.03 hereof, the Trustee shall release an amount equal to
$__________ (i.e., the aggregate Cut-off Date Principal Balance of the
Subsequent Mortgage Loans transferred to Loan Group 1 pursuant to this
Agreement) from the Group 1 Pre-Funding Account.

     Of the $________ (i.e., the aggregate Cut-off Date Principal Balance of
the Subsequent Mortgage Loans), released by the Trustee pursuant to the terms
of Section 1.03 hereof, the Trustee shall release an amount equal to
$__________ (i.e., the aggregate Cut-off Date Principal Balance of the
Subsequent Mortgage Loans transferred to Loan Group 2 pursuant to this
Agreement) from the Group 2 Pre-Funding Account.

Section 1.05.  Representations and Warranties of Seller.

     The Seller does hereby reaffirm the representations and warranties set
forth in Section 2.03 and on Schedule II of the Pooling and Servicing
Agreement for the benefit of the Depositor and the Trustee as purchasers
hereunder are true with respect to the Subsequent Mortgage Loans. Such
representations and warranties shall survive the sale, transfer and assignment
of the Subsequent Mortgage Loans to the Depositor and the simultaneous sale,
transfer and assignment of such Subsequent Mortgage Loans to the Trustee.



                                     O-2
<PAGE>


Section 1.06.  Representations and Warranties of Depositor.

     The Depositor does hereby reaffirm the representations and warranties set
forth in Section 2.04 of the Pooling and Servicing Agreement for the benefit
of the Trustee as purchaser hereunder are true with respect to the Subsequent
Mortgage Loans. Such representations and warranties shall survive the sale,
transfer and assignment of the Subsequent Mortgage Loans to the Trustee.

Section 1.07.  Conditions Precedent.

     The obligation of the Trustee to acquire the Subsequent Mortgage Loans
hereunder is subject to the satisfaction, on or prior to the Subsequent
Transfer Date, of the conditions precedent identified in Section 2.09(b).

     The Trustee shall not be required to investigate or otherwise verify
satisfaction of the conditions listed above, but shall be entitled to
conclusively rely upon Opinions of Counsel and Officer's Certificates
confirming such fulfillment.

Section 1.08.  Reaffirmation of Agreement.

     All terms, conditions and provisions of the Pooling and Servicing
Agreement are hereby reaffirmed and incorporated by reference by the Seller as
to the Subsequent Mortgage Loans.

Section 1.09.  Governing Law.

     This Agreement shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
under this Agreement shall be determined in accordance with such laws;
provided, however, the immunities, authority and standard of care of the
Trustee shall be governed by the jurisdiction in which its Corporate Trust
Office is located.



                                     O-3
<PAGE>


     IN WITNESS WHEREOF, the Seller and the Trustee have caused this Agreement
to be duly executed and delivered by their respective duly authorized officers
as of the day and the year first above written.

                                  [INDYMAC BANK, F.S.B.],
                                   as Seller


                                  By:________________________________________
                                     Name:
                                     Title:



                                  [                                   ],
                                   not in its individual capacity,
                                   but solely as Trustee


                                  By:________________________________________
                                     Name:
                                     Title:



                                     O-4
<PAGE>


                    [SUPPLEMENT TO MORTGAGE LOAN SCHEDULE]



                                     O-5
<PAGE>


                                   EXHIBIT P

                               MONTHLY STATEMENT


          Not later than each Distribution Date, the Trustee shall prepare and
cause to be forwarded by first class mail to each Certificateholder, the
Servicer and the Depositor a statement setting forth with respect to the
related distribution:

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

               (ii) the amount thereof allocable to interest, any Unpaid
          Interest Amounts included in such distribution and any remaining
          Unpaid Interest Amounts after giving effect to such distribution,
          any Basis Risk CarryForward Amount for such Distribution Date and
          the amount of all Basis Risk Carry Forward Amount covered by
          withdrawals from the Excess Reserve Fund Account on such
          Distribution Date;

               (iii) if the distribution to the Holders of such Class of
          Certificates is less than the full amount that would be
          distributable to such Holders if there were sufficient funds
          available therefor, the amount of the shortfall and the allocation
          thereof as between principal and interest, including any Basis Risk
          CarryForward Amount not covered by amounts in the Excess Reserve
          Fund Account;

               (iv) the Class Certificate Balance of each Class of
          Certificates after giving effect to the distribution of principal on
          such Distribution Date;

               (v) the Pool Stated Principal Balance for the following
          Distribution Date;

               (vi) the amount of the Servicing Fees paid to or retained by
          the Servicer with respect to such Distribution Date;

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

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

               (ix) the number and aggregate principal amounts of Mortgage
          Loans in each Loan Group (A) delinquent (exclusive of Mortgage Loans
          in foreclosure) (1) [1 to 30] days (2) [31 to 60] days (3) [61 to
          90] days and (4) [91] or more days and (B) in foreclosure and
          delinquent (1) [1 to 30] days (2) [31 to 60] days (3) [61



                                     P-1
<PAGE>


          to 90] days and (4) [91] or more days, as of the close of business
          on the last day of the calendar month preceding such Distribution
          Date;

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

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

               (xii) 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 such Distribution Date;

               (xiii) whether a Trigger Event has occurred and is continuing
          (including the calculation of thereof and the aggregate outstanding
          balance of all 60+ Delinquent Loans)

               (xiv) the amount on deposit in the Excess Reserve Fund Account
          (after giving effect to distributions on such Distribution Date);

               (xv) the aggregate amount of Realized Losses incurred during
          the preceding calendar month and aggregate Realized Losses through
          such Distribution Date;

               (xvi) the amount of any Net Monthly Excess Cash Flow on such
          Distribution Date and the allocation thereof to the
          Certificateholders with respect to Applied Realized Losses and
          Unpaid Interest Amounts;

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

               (xviii) with respect to each Loan Group, the Subordinated
          Amount and Required Subordinated Amount.

               (xix) Prepayment Charges collected, waived and paid by
          Servicer.

               (xx) the Record Date for that Distribution Date;

               (xxi) the dates of the Interest Accrual Period(s) for that
          Distribution Date;

               (xxii) the related Determination Date;



                                     P-2
<PAGE>


               (xxiii) the related Distribution Date;

               (xxiv) the amount of funds received into any of the Collection
          Account, Distribution Account and any other account or fund
          established under the Transaction Documents, and the sources of the
          funds;

               (xxv) fees paid to any party under the Transaction Documents,
          other than the Servicing Fee;

               (xxvi) any insurance premiums and other payments to the Credit
          Enhancer and the purpose of the payments;

               (xxvii) the applicable Mortgage Rate;

               (xxviii) [any payments made to a swap or corridor
          counterparty];

               (xxix) the beginning and ending balance of any of the
          Collection Account, Distribution Account and any other account or
          fund established under the Transaction Documents;

               (xxx) the number and principal balance of the Mortgage Loans at
          the beginning and the end applicable period, and the following
          information for the Mortgage Loans for each Loan Group: the weighted
          average Mortgage Rate, the weighted average remaining term to
          maturity and the weighted average loan age;

               (xxxi) the pool factor;

               (xxxii) amount of prepayments;

               (xxxiii) amount of prepayment charges;

               (xxxiv) [delinquency and loss information for the Mortgage
          Loans];

               (xxxv) any material modifications, extensions or waiver to any
          Mortgage Loan's terms during the applicable period;

               (xxxvi) any material breaches by any party to the Transaction
          Documents of any representation, warranty or covenant;

               (xxxvii) any repurchase or substitution of a Mortgage Loan; and

               (xxxviii) any material changes to the underwriting,
          originating, acquisition or pool selection criteria of any Seller.



                                     P-3
<PAGE>


                                   EXHIBIT Q

                       FORM OF PERFORMANCE CERTIFICATION
                                   (Trustee)

          Re: The Pooling and Servicing Agreement dated as of [        ] [   ],
              200_ (the "Pooling and Servicing Agreement") among IndyMac MBS,
              Inc., as Depositor, IndyMac Bank F.S.B., as Seller and Servicer,
              the undersigned, as Trustee, [        ]

     I, ________________________________, the _______________________ of [NAME
OF COMPANY] (the "Company"), certify to the Depositor and the Servicer, and
their officers, with the knowledge and intent that they will rely upon this
certification, that:

          (1) I have reviewed the report on assessment of the Company'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");

          (2) Assuming the accuracy and completeness of the information
     delivered to the Company by the Servicer as provided in the Pooling and
     Servicing Agreement and subject to paragraph (4) below, the distribution
     information determined by the Company 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;

          (3) Based solely on the information delivered to the Company by the
     Servicer as provided in the Pooling and Servicing Agreement, (i) the
     distribution information required under the Pooling and Servicing
     Agreement to be contained in the Trust Fund's Distribution Date
     Statements and (ii) the servicing information required to be provided by
     the Servicer to the trustee for inclusion in the Trust Fund's
     Distribution Date Statements, to the extent received by the Trustee from
     the Servicer in accordance with the Pooling and Servicing Agreement, is
     included in such Distribution Date Statements;

          (4) The Company 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;



                                     Q-1
<PAGE>


          (5) I am responsible for reviewing the activities performed by the
     Company 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
     Company has fulfilled its obligations under the Pooling and Servicing
     Agreement; and

          (6) The Servicing Assessment and Attestation Report required to be
     provided by the Company and by Subcontractor 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.


                                      Date:________________________________



                                      By:  ________________________________
                                      Name:
                                      Title:



                                     Q-2
<PAGE>


                                   EXHIBIT R

                                    FORM OF
                     SERVICING CRITERIA TO BE ADDRESSED IN
                      ASSESSMENT OF COMPLIANCE STATEMENT

          The assessment of compliance to be delivered by [the Servicer]
[Trustee] shall address, at a minimum, the criteria identified as below as
"Applicable Servicing Criteria":

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
<S>                  <C>                                                                   <C>
                                       General Servicing Considerations
--------------------                                                                       ----------------------
                     Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in
1122(d)(1)(i)        accordance with the transaction agreements.
--------------------                                                                       ----------------------
                     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
1122(d)(1)(ii)       such servicing activities.
--------------------                                                                       ----------------------
                     Any requirements in the transaction agreements to
                     maintain a back-up servicer for the mortgage loans are
1122(d)(1)(iii)      maintained.
--------------------                                                                       ----------------------
                     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
1122(d)(1)(iv)       terms of the transaction agreements.
--------------------                                                                       ----------------------
                                      Cash Collection and Administration
--------------------                                                                       ----------------------
                     Payments on mortgage loans 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
1122(d)(2)(i)        in the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made via wire transfer on behalf of an
                     obligor or to an investor are made only by authorized
1122(d)(2)(ii)       personnel.
--------------------                                                                       ----------------------
                     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
1122(d)(2)(iii)      approved as specified in the transaction agreements.
--------------------                                                                       ----------------------
                     The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g.,
                     with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)       transaction  agreements.
--------------------                                                                       ----------------------
                     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
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.
--------------------                                                                       ----------------------
                     Unissued checks are safeguarded so as to prevent
1122(d)(2)(vi)       unauthorized access.
--------------------                                                                       ----------------------



                                                 R-1
<PAGE>


------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     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
1122(d)(2)(vii)      specified in the transaction agreements.
--------------------                                                                       ----------------------
                                      Investor Remittances and Reporting
--------------------                                                                       ----------------------
                     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 mortgage loans serviced by the
1122(d)(3)(i)        Servicer.
--------------------                                                                       ----------------------
                     Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and
1122(d)(3)(ii)       other terms set forth in the transaction agreements.
--------------------                                                                       ----------------------
                     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
1122(d)(3)(iii)      agreements.
--------------------                                                                       ----------------------
                     Amounts remitted to investors per the investor reports
                     agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv)       custodial bank statements.
--------------------                                                                       ----------------------
                                          Pool Asset Administration
--------------------                                                                       ----------------------
                     Collateral or security on mortgage loans is maintained as
                     required by the transaction agreements or related
1122(d)(4)(i)        mortgage loan documents.
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as required
1122(d)(4)(ii)       by the transaction agreements.
--------------------                                                                       ----------------------
                     Any additions, removals or substitutions to the asset
                     pool are made, reviewed and approved in accordance with
                     any conditions or requirements in the transaction
1122(d)(4)(iii)      agreements.
--------------------                                                                       ----------------------
                     Payments on mortgage loans, including any payoffs, made in
                     accordance with the related mortgage loan 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 mortgage
1122(d)(4)(iv)       loan documents.
--------------------                                                                       ----------------------
                     The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
1122(d)(4)(v)        unpaid principal balance.
--------------------                                                                       ----------------------
                     Changes with respect to the terms or status of an
                     obligor's mortgage loans (e.g., loan modifications or
                     re-agings) are made, reviewed and approved by authorized
                     personnel in accordance with the transaction agreements
1122(d)(4)(vi)       and related pool asset documents.
--------------------                                                                       ----------------------
                     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
1122(d)(4)(vii)      transaction agreements.
--------------------                                                                       ----------------------


                                     R-2
<PAGE>


------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     Records documenting collection efforts are maintained during the
                     period a mortgage loan 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 mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii)     is deemed temporary (e.g., illness or unemployment).
--------------------                                                                       ----------------------
                     Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
1122(d)(4)(ix)       the related mortgage loan documents.
--------------------                                                                       ----------------------
                     Regarding any funds held in trust for an obligor (such as escrow
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's mortgage loan 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 mortgage loan documents and state laws;
                     and (C) such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or such other
1122(d)(4)(x)        number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     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
1122(d)(4)(xi)       agreements.
--------------------                                                                       ----------------------
                     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
1122(d)(4)(xii)      omission.
--------------------                                                                       ----------------------
                     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
1122(d)(4)(xiii)     specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the
1122(d)(4)(xiv)      transaction agreements.
--------------------                                                                       ----------------------
                     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
1122(d)(4)(xv)       agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
</TABLE>

                                         [NAME OF SERVICER] [NAME OF TRUSTEE]


                                         Date: _______________________________



                                         By:  ________________________________
                                         Name:
                                         Title:



                                     R-3
<PAGE>


                                   EXHIBIT S


                      [FORM OF] LIST OF ITEM 1119 PARTIES


                         MORTGAGE BACKED CERTIFICATES,
                                Series 200_-__

                                                          [Date]

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Party                           Contact Information
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                                     S-1
<PAGE>


                                   EXHIBIT T

                    [FORM OF] SARBANES-OXLEY CERTIFICATION
                           (Replacement of Servicer)



                                     T-1