EXHIBIT 4.2




                     AMENDED AND RESTATED TRUST AGREEMENT




                                     among




                              INDYMAC MBS, INC.,
                                 as Depositor,



                          _________________________,
                               as Owner Trustee




                                      and




                            _____________________,
                            as Trust Administrator



                            Dated _________ , 200_




                         [                 ] 200__-[ ]
                             Mortgage Backed Notes


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                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----


                             ARTICLE I DEFINITIONS

Section 1.01.  Definitions...................................................1
Section 1.02.  Other Definitional Provisions.................................5

                            ARTICLE II ORGANIZATION

Section 2.01.  Name..........................................................6
Section 2.02.  Office........................................................6
Section 2.03.  Purpose and Powers............................................6
Section 2.04.  Appointment of the Owner Trustee..............................6
Section 2.05.  Initial Capital Contribution; Declaration of Trust............7
Section 2.06.  Issuance of Initial Certificates..............................7
Section 2.07.  [Reserved]....................................................7
Section 2.08.  Situs of Trust................................................7
Section 2.09.  Title to Trust Property.......................................7
Section 2.10.  Representations and Warranties of the Depositor...............8
Section 2.11.  Tax Treatment.................................................9
Section 2.12.  Investment Company............................................9

            ARTICLE III THE CERTIFICATES AND TRANSFERS OF INTERESTS

Section 3.01.  The Certificates..............................................9
Section 3.02.  Execution, Authentication and Delivery of the
               Certificates.................................................10
Section 3.03.  Registration of and Limitations on Transfers and
               Exchanges of the Certificates................................10
Section 3.04.  Lost, Stolen, Mutilated or Destroyed Certificate.............12
Section 3.05.  Persons Deemed Certificateholders............................12
Section 3.06.  Access to List of Certificateholders' Names and
               Addresses....................................................12
Section 3.07.  [Reserved]...................................................12
Section 3.08.  Maintenance of Office or Agency..............................12
Section 3.09.  Certificate Paying Agent.....................................13
Section 3.10.  Initial Beneficiary..........................................14

             ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 4.01.  Collection Account...........................................14
Section 4.02.  Application of Trust Funds...................................14
Section 4.03.  Method of Payment............................................15
Section 4.04.  [Reserved]...................................................15
Section 4.05.  Segregation of Moneys; No Interest...........................15


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        ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE; ACTION BY
                              CERTIFICATEHOLDERS

Section 5.01.  General Authority............................................15
Section 5.02.  General Duties...............................................15
Section 5.03.  Action Upon Instruction......................................16
Section 5.04.  No Duties Except as Specified under Specified
               Documents or in Instructions.................................16
Section 5.05.  Restrictions.................................................17
Section 5.06.  Prior Notice to the Certificateholders with
               Respect to Certain Matters...................................17
Section 5.07.  Action by the Holder with Respect to Bankruptcy..............20
Section 5.08.  Restrictions on the Ownership Certificate Holder's
               Power........................................................20

                    ARTICLE VI CONCERNING THE OWNER TRUSTEE

Section 6.01.  Acceptance of Trusts and Duties..............................20
Section 6.02.  Furnishing of Documents......................................21
Section 6.03.  Books and Records............................................21
Section 6.04.  Representations and Warranties...............................21
Section 6.05.  Reliance; Advice of Counsel..................................23
Section 6.06.  Not Acting in Individual Capacity............................23
Section 6.07.  Owner Trustee Not Liable for Certificates or
               Collateral...................................................24
Section 6.08.  Owner Trustee May Own Notes..................................24
Section 6.09.  Licenses.....................................................24
Section 6.10.  Doing Business in Other Jurisdictions........................24
Section 6.11.  Sarbanes-Oxley Act Certification.............................25

                 ARTICLE VII INDEMNIFICATION AND COMPENSATION

Section 7.01.  Trust Expenses...............................................25
Section 7.02.  Indemnification..............................................25
Section 7.03.  Compensation.................................................25
Section 7.04.  Lien on Trust Estate.........................................25

                     ARTICLE VIII TERMINATION OF AGREEMENT

Section 8.01.  Termination of Agreement.....................................26

       ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 9.01.  Eligibility Requirements for Owner Trustee...................27
Section 9.02.  Resignation or Removal of Owner Trustee......................27
Section 9.03.  Successor Owner Trustee......................................28
Section 9.04.  Merger or Consolidation of Owner Trustee.....................28
Section 9.05.  Appointment of Co-Trustee or Separate Trustee................29


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                            ARTICLE X MISCELLANEOUS

Section 10.01. Supplements and Amendments...................................30
Section 10.02. No Legal Title to Trust Estate in
               Certificateholders...........................................31
Section 10.03. Pledge of Collateral by Owner Trustee is Binding.............31
Section 10.04. Limitations on Rights of Others..............................32
Section 10.05. Notices......................................................32
Section 10.06. Severability.................................................32
Section 10.07. Separate Counterparts........................................32
Section 10.08. Successors and Assigns.......................................32
Section 10.09. Headings.....................................................32
Section 10.10. Governing Law................................................32
Section 10.11. No Petition..................................................33
Section 10.12. No Recourse..................................................33
Section 10.13. Customer Identification......................................33

                              ARTICLE XI OFFICERS

Section 11.01. Appointment of Officers......................................33
Section 11.02. Officers to Provide Information to the Owner
               Trustee......................................................34


Exhibit A      Forms of Certificates
Exhibit B      [Reserved]
Exhibit C      Form of Certificate of Trust
Exhibit D-1    Form of Rule 144A Investment Letter
Exhibit D-2    Form of Non-Rule 144A Investment Letter
Exhibit E      Form of Certificate of Beneficial Owner
Exhibit F      [Form of Representation and Warranty Regarding Transferee's
               Status as a REIT, Qualified REIT Subsidiary or Disregarded
               Entity]







                                      iii
<PAGE>


      This TRUST AGREEMENT, dated _________  , 200_, is by and among
INDYMAC MBS, INC., a Delaware corporation (the "Depositor"),
_________________________, a _______________________, as Owner Trustee
(the "Owner Trustee"), and _____________________, a
_______________________, as Trust Administrator (the "Trust Administrator").

      WHEREAS, pursuant to the Sale and Servicing Agreement, Depositor intends
to sell, transfer and assign to a Delaware statutory trust created hereunder
certain Mortgage Loans and related assets (collectively, the "Collateral"),
which statutory trust would then pledge such Collateral under an indenture in
order to secure the issuance of its Mortgage Backed Notes, Series 200_-__, the
net proceeds of which would be applied toward the purchase of the Collateral;

      WHEREAS, the Depositor and the Owner Trustee entered into a Trust
Agreement dated __________, 200_ (the "Original Trust Agreement"), and filed
with the Secretary of State of the State of Delaware a Certificate of Trust on
__________, 200_, creating _________ Mortgage Investment Trust 200_-__ (the
"Trust"); and

      WHEREAS, the Depositor, the Owner Trustee and the Trust Administrator
desire to enter into this Amended and Restated Agreement in order to amend and
restate in its entirety the Original Trust Agreement and to provide for the
operation of the Trust upon the terms and conditions more particularly set
forth herein.

      NOW THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

      Section 1.01.     Definitions.  For all purposes of this Agreement,
the following terms shall have the meanings set forth below.

      Actual Knowledge: With respect to (i) the Owner Trustee, any officer
within the Corporate Trust Office of the Owner Trustee responsible for
administering the Trust hereunder, or under the Operative Agreements, who has
actual knowledge of an action taken or an action not taken with regard to the
Trust. Actions taken or actions not taken of which the Owner Trustee should
have had knowledge, or has constructive knowledge, do not meet the definition
of Actual Knowledge hereunder. With respect to the Trust Administrator, any
Responsible Officer of the Trust Administrator who has actual knowledge of an
action taken or an action not taken with regard to the Trust. Actions taken or
actions not taken of which the Trust Administrator should have had knowledge,
or has constructive knowledge, do not meet the definition of Actual Knowledge
hereunder.

      Agreement or Trust Agreement: This Amended and Restated Trust Agreement
and any amendments or modifications hereof.

      Authorized Officer:  With respect to the Trust, any officer of the
Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Trust and who is identified on


<PAGE>


the list of Authorized Officers delivered by the Owner Trustee to the
Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter) and, so long as the Sale and
Servicing Agreement is in effect, any Vice President, Assistant Vice
President, Trust Officer, or more senior officer of the Trust Administrator
who is authorized to act for the Trust Administrator in matters relating to
the Trust and to be acted upon by the Trust Administrator pursuant to the Sale
and Servicing Agreement and who is identified on the list of Authorized
Officers delivered by the Trust Administrator to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter).

      Bank:  _________________________ in its individual capacity and not
as Owner Trustee under this Agreement.

      Certificate:  Any Ownership Certificate issued pursuant to this
Agreement.

      Certificate of Trust: The Certificate of Trust to be filed by the Owner
Trustee for the Trust pursuant to Section 3810(a) of the Delaware Trust
Statute in the form of Exhibit C hereto.

      Certificate Paying Agent: Initially, the Trust Administrator, in its
capacity as Certificate Paying Agent, or any successor to the Trust
Administrator in such capacity.

      Certificate Register: The register maintained by the Certificate
Registrar in which the Certificate Registrar shall provide for the
registration of the Certificates and of transfers and exchanges of such
Certificates.

      Certificate Registrar:  Initially, the Trust Administrator, in its
capacity as Certificate Registrar, or any successor to the Trust
Administrator in such capacity.

      Certificateholder or Holder:  The Person in whose name a Certificate
is registered in the Certificate Register.

      Code:  The Internal Revenue Code of 1986, as amended.

      Collateral:  As defined in the Indenture.

      Corporate Trust Office: With respect to (i) the Owner Trustee, the
corporate trust administration office of the Owner Trustee located at
_________________________________, or at such other address as the Owner
Trustee may designate by notice to the Trust Administrator, or the principal
office of any successor Owner Trustee (the address (which shall be in the
State of Delaware) of which the successor owner trustee will notify the
Certificateholders); (ii) the Trust Administrator, the principal corporate
trust office of the Trust Administrator at which, at any particular time, its
corporate trust business shall be administered, which office at the date
hereof for purposes of transfers and exchanges and for presentment and
surrender of the Certificates and for payment thereof is located at
_____________________, ________________________________, Attention:
_______________________, and for all other purposes is located at
_____________________, _______________, Attention:
_______________________________; and (iii) the Certificate Registrar, the
principal office of the Certificate Registrar at which at any particular time
its corporate trust business shall be administered, which office at the date
of execution of this Agreement is located at the Corporate


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<PAGE>


Trust Office of the Trust Administrator, or at such other address as the
Certificate Registrar may designate from time to time by notice to the
Securityholders and the Trust, or the principal corporate trust office of any
successor Certificate Registrar at the address designated by such successor
Certificate Registrar by notice to the Securityholders and the Trust.

      Delaware Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12
Del.C. Section 3801 et seq., as the same may be amended from time to time.

      Depositor:  IndyMac MBS, Inc., a Delaware corporation.

      [Disregarded Entity: An entity that is both (a) solely owned by a REIT
or Qualified REIT Subsidiary and (b) disregarded as an entity separate from
its owner within the meaning of Section 301.7701-2(c)(2) of the Treasury
Regulations.]

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

      Expenses:  The meaning specified in Section 7.02.

      Indenture:  The indenture dated as of _________  , 200_, among the
Issuer, the Trust Administrator and the Indenture Trustee, as such may be
amended or supplemented from time to time.

      Indenture Trustee: _____________________________, not in its individual
capacity but solely as Indenture Trustee, or any successor in interest.

      Initial Holder:  _________ _____________________________, or any
successor in interest, in the case of the Ownership Certificate.

      Net Proceeds from the Notes: The proceeds received by the Trust from
time to time from the issuance and sale of its Notes, less the costs and
expenses incurred in connection with the issuance and sale of such Notes.

      Non-U.S. Person: Any person other than a "United States person" as
defined in Section 7701(a)(30) of the Code.

      Note: Any of the [Class AF-1A], [Class AF-1B], [Class AF-2], [Class
AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class MF-1],
[Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class
MF-7], [Class MF-8], [Class BF], [Class 2-AV-1], [Class 2-AV-2]; [Class
3-AV-1], [Class 3-AV-2], [Class 3-AV-3], [Class 3-AV-4], [Class MV-1], [Class
MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7],
[Class MV-8], [Class BV], [Class PF] and [Class PV] Notes issued pursuant to
the Indenture.

      Noteholder:  A Person in whose name a Note is registered on the Note
Register.

      Officer:  Those officers of the Trust referred to in Article XI.


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      Opinion of Counsel: One or more written opinions of counsel who may,
except as otherwise expressly provided in this Agreement, be employees of or
counsel to the Depositor and who shall be satisfactory to the Owner Trustee
and the Trust Administrator, which opinion shall be addressed to the Owner
Trustee and the Trust Administrator.

      Original Trust Agreement:  As defined in the recitals hereof.

      Ownership Certificate: An equity certificate representing a 100%
undivided beneficial interest in the Trust in substantially the form annexed
hereto as part of Exhibit A.

      Owner Trustee:  _________________________, a
_______________________, and any successor in interest, not in its
individual capacity, but solely as owner trustee under the Trust Agreement.

      Percentage Interest:  With respect to any Ownership Certificate, the
percentage set forth on the face thereof.

      Proposer:  The Certificateholder making a written request pursuant
to Section 5.07.

      Prospective Holder:  Each prospective purchaser and any subsequent
transferee of the Ownership Certificate.

      [Qualified REIT Subsidiary: A direct or indirect 100% owned subsidiary
of a REIT that satisfies the requirements of Section 856(i) of the Code.]

      [REIT: A real estate investment trust within the meaning of Sections 856
and 857 of the Code.]

      Responsible Officer: With respect to (i) the Owner Trustee, any officer
within the Corporate Trust Office of the Owner Trustee with direct
responsibility for the administration of the Trust and also, with respect to a
particular matter, any other officer to whom such matter is referred because
of such officer's knowledge of, and familiarity with, the particular subject;
and (ii) the Trust Administrator, any officer within the Corporate Trust
Office of the Trust Administrator with direct responsibility for the
administration of the Trust and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer's
knowledge of, and familiarity with, the particular subject.

      Sale and Servicing Agreement: The sale and servicing agreement dated as
of _________ , 200_, by and among the Issuer, the Depositor, the Trust
Administrator, the Servicer, _______________, as seller, _________________, as
servicer and the Indenture Trustee, as such may be amended or supplemented
from time to time.

      Secretary of State:  The Secretary of State of the State of Delaware.

      Security:  Any of the Certificates or Notes.

      Securityholder:  Any Certificateholder or Noteholder.


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      Seller:  _____________________, a _______________.

      Servicer: _____________________, or any successor in interest.

      Trust:  The trust established pursuant to this Agreement which shall
carry on its business operations under the name of
"[      ] 200__-[ ]."

      Trust Administrator:  _____________________, or any successor in
interest.

      Section 1.02. Other Definitional Provisions.

      Capitalized terms used herein and not defined herein shall have the same
meanings assigned to them in the Sale and Servicing Agreement or in the
Indenture, as applicable.

      (a)  All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

      (b)  As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any such certificate or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the
definitions of accounting terms in this Agreement or in any such certificate
or other document are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this
Agreement or in any such certificate or other document shall control.

      (c)  The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation."

      (d)  The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as
well as the feminine and neuter genders of such terms.

      (e)  Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means
such agreement, instrument or statute as from time to time amended, modified
or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein;
references to a Person are also to its permitted successors and assigns.


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<PAGE>


                                  ARTICLE II
                                 ORGANIZATION

      Section 2.01. Name. The trust established under this Agreement shall be
referred to as "[Residential Asset Securitization Trust][IndyMac INDX Mortgage
Loan Trust] 200__-[A][AR][IP]," in which name the Owner Trustee and the
Officers may conduct the activities contemplated hereby, including the making
and executing of contracts and other instruments on behalf of the Trust and sue
and be sued.

      Section 2.02. Office. The principal office of the Trust shall be in care
of the Owner Trustee, at its Corporate Trust Office. The Trust shall also have
an office in care of the Trust Administrator at its Corporate Trust Office.

      Section 2.03. Purpose and Powers. The Trust shall have the power and
authority to engage in any of the following activities:

      (a)  to issue the Notes pursuant to the Indenture and the Certificates
pursuant to this Agreement and to sell, transfer and exchange such Notes and
Certificates;

      (b)  with the proceeds of the sale of the Notes and the Certificates,
to pay the organizational, start-up and transactional expenses of the Trust
and to pay the balance of the Net Proceeds from the Notes to the Depositor in
consideration of the transfer to the Trust of the Collateral;

      (c)  to assign, grant, transfer, pledge, mortgage and convey the Trust
Estate pursuant to the Indenture and to hold, manage and distribute to the
Certificateholders pursuant to the terms of the Sale and Servicing Agreement
any portion of the Collateral released from the lien of, and remitted to the
Trust pursuant to, the Indenture;

      (d)  to enter into and perform its obligations under the Operative
Agreements and the Interest Rate Cap Agreements to which it is to be a party;

      (e)  to engage in those activities, including entering into agreements,
that are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and

      (f)  subject to compliance with the Operative Agreements, to engage in
such other activities as may be required in connection with conservation of
the Trust Estate and the making of distributions and payments to the
Certificateholders and the Noteholders.

      The Trust is hereby authorized to engage in the foregoing activities.
The Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the Operative Agreements.

      Section 2.04. Appointment of the Owner Trustee. The Depositor hereby
appoints the Bank to act as owner trustee (the "Owner Trustee") of the Trust
effective as of the date hereof to have all the rights, powers and duties set
forth herein with respect to accomplishing the purposes of the Trust.


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<PAGE>


      The Owner Trustee is hereby authorized to execute this Agreement, the
Indenture, the Sale and Servicing Agreement and any other Operative Agreement
on behalf of the Trust. The Owner Trustee is hereby authorized to take all
actions required or permitted to be taken by it in accordance with the terms
of this Agreement.

      Section 2.05. Initial Capital Contribution; Declaration of Trust.

      (a)  The Depositor hereby sells, assigns, transfers, conveys and sets
over to the Trust, as of the date hereof, the sum of $1. The Owner Trustee
hereby acknowledges receipt in trust from the Depositor, as of the Closing
Date, of the foregoing contribution, which shall constitute the initial corpus
of the Trust Estate. The Depositor shall pay organizational expenses of the
Trust as they may arise or shall, upon the request of the Owner Trustee,
promptly reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee.

      (b)  The Owner Trustee hereby declares that it will hold the Trust
Estate in trust upon and subject to the conditions set forth herein for the
use and benefit of the Certificateholders, subject to the obligations of the
Trust under the Operative Agreements. It is the intention of the parties
hereto that the Trust constitute a statutory trust under the Delaware Trust
Statute and that this Agreement constitute the governing instrument of such
statutory trust. No later than the Closing Date, the Owner Trustee shall cause
the filing of the Certificate of Trust with the Secretary of State. Except as
otherwise provided in this Agreement, the rights of the Certificateholders
will be those of beneficial owners of the Trust.

      Section 2.06. Issuance of Initial Certificates. Upon the formation of the
Trust by the initial contribution by the Depositor pursuant to Section 2.05,
the Owner Trustee will issue the Certificates to the Initial Holders.

      Section 2.07. [Reserved]

      Section 2.08. Situs of Trust. The Trust will be located in the State of
Delaware. All bank accounts maintained by the Owner Trustee on behalf of the
Trust shall be located in the States of Delaware, New York or the jurisdiction
where the Trust Administrator maintains bank accounts with respect to
collections on the Collateral. The only office of the Trust will be as
described in Section 2.02 hereof. The Trust shall not have any employees;
provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee from having employees within or without the State of Delaware.
Payments will be received by the Trust only in Delaware, New York, the
jurisdiction in which the Trust Administrator maintains the Collection Account
or such other jurisdiction designated by the Depositor, and payments will be
made by the Trust only from the Collection Account or from Delaware, New York
or such other jurisdiction designated by the Depositor.

      Section 2.09. Title to Trust Property.

      (a)  Subject to the Indenture, title to all of the Trust Estate shall
be vested at all times in the Trust as a separate legal entity until this
Agreement terminates pursuant to Article VIII hereof; provided, however, that
if the laws of any jurisdiction require that title to any part of the Trust
Estate be vested in the trustee of the Trust, then title to that part of the
Trust Estate shall be


                                      7
<PAGE>


deemed to be vested in the Owner Trustee or any co-trustee or separate
trustee, as the case may be, appointed pursuant to Article IX of this
Agreement.

      (b)  The Certificateholders shall have beneficial but not legal title
to any part of the Trust Estate. No transfer by operation of law or otherwise
of any interest of the Certificateholders shall operate to terminate this
Agreement or the trusts created hereunder or entitle any transferee to an
accounting or to the transfer to it of any part of the Trust Estate.

      Section 2.10. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee and the Trust
Administrator as of the Closing Date, as follows:

      (a)  The Depositor is duly organized and validly existing as a
corporation in good standing under the laws of the State of Delaware, with
power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted and
had at all relevant times, and now has, power, authority and the legal right
to acquire and own the Mortgage Loans.

      (b)  The Depositor is duly qualified to do business as a foreign
corporation in good standing and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of property or
the conduct of its business shall require such qualifications.

      (c)  The Depositor has the power and authority to execute and deliver
any Operative Agreement to which it is a party and to carry out its terms; the
Depositor has full power and authority to sell and assign the Collateral to be
sold and assigned to and deposited with the Trust and the Depositor has duly
authorized such assignment and deposit to the Trust by all necessary corporate
action; and the execution, delivery and performance of this Agreement or any
other Operative Agreement to which it is a party has been duly authorized by
the Depositor by all necessary corporate action and, assuming the due
authorization, execution and delivery of each such agreement by the other
parties thereto, each such agreement constitutes a valid and binding
obligation of the Depositor, enforceable against the Depositor in accordance
with its terms, except as enforcement thereof may be subject to or limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws
relating to or affecting creditors' rights generally and by general equitable
principles.

      (d)  The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof and thereof do not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate of incorporation or by-laws of the Depositor, or any indenture,
agreement or other instrument to which the Depositor is a party or by which it
is bound; nor result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than pursuant to the Operative Agreements); nor violate any
law or, to the best of the Depositor's knowledge, any order, rule or
regulation applicable to the Depositor of any court or of any Federal or state
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Depositor or its properties.


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<PAGE>


      (e)  There are no proceedings or investigations, pending or, to the
best knowledge of the Depositor, threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties: (i) asserting the
invalidity of this Agreement or any other Operative Agreement to which the
Depositor is a party, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any other Operative Agreement
to which the Depositor is a party or (iii) seeking any determination or ruling
that might materially and adversely affect the performance by the Depositor of
its obligations under, or the validity or enforceability of, this Agreement or
any other Operative Agreement to which the Depositor is a party.

      (f)  The representations and warranties of the Depositor made pursuant
to the Sale and Servicing Agreement are true and correct.

      (g)  This Agreement is not required to be qualified under the Trust
Indenture Act of 1939, as amended, and the Trust is not required to be
registered as an "investment company" under the Investment Company Act of
1940, as amended.

      Section 2.11. Tax Treatment. [The Depositor, the Owner Trustee and the
Initial Holder intend that the Trust be treated for federal income tax
purposes as a Qualified REIT Subsidiary. The Trust Administrator will, subject
to clause (v) of the fourth paragraph of Section 3.03 of the Indenture,
perform the calculation of accrual of original issue discount and the
amortization of premium on the Securities.] The Seller will prepare and file
any income tax returns required for the Trust and make any other tax filings
required under the Code.

      Section 2.12. Investment Company. Neither the Depositor nor any holder
of a Certificate shall take any action which would cause the Trust to become
an "investment company" which would be required to register under the
Investment Company Act of 1940, as amended.

                                  ARTICLE III
                  THE CERTIFICATES AND TRANSFERS OF INTERESTS

      Section 3.01.  The Certificates. The Ownership Certificate shall
initially be issued as a single certificate in definitive, fully registered
form and shall initially be registered in the name of the applicable Initial
Holder. No Ownership Certificate shall be issued in authorized denominations
of less than a 100% Percentage Interest in such Certificate. The Certificates
shall be executed on behalf of the Trust by manual or facsimile signature of
an Authorized Officer of the Owner Trustee and authenticated in the manner
provided in Section 3.02. Each Certificate bearing the manual signatures of
individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of each such Certificate or did not hold such
offices at the date of authentication and delivery of each such Certificate. A
Person shall become a Certificateholder and shall be entitled to the rights
and subject to the obligations of a Certificateholder hereunder upon such
Person's acceptance of a Certificate duly registered in such Person's name
pursuant to Section 3.03.


                                       9
<PAGE>


      Section 3.02. Execution, Authentication and Delivery of the Certificates.

      Concurrently with the sale of the Collateral to the Trust pursuant to
the Sale and Servicing Agreement, the Owner Trustee shall cause the
Certificates issued hereunder to be executed and authenticated on behalf of
the Trust and delivered to the Initial Holder, without further corporate
action by the Depositor. No Certificate shall entitle its Holder to any
benefit under this Agreement or be valid for any purpose unless there shall
appear on such Certificate a certificate of authentication substantially in
the form set forth as part of Exhibit A hereto, executed by the Owner Trustee
or the Certificate Registrar, as the Owner Trustee's authenticating agent, by
manual signature; such authentication shall constitute conclusive evidence
that such Certificate shall have been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

      Section 3.03. Registration of and Limitations on Transfers and Exchanges
of the Certificates. The Certificate Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 3.08, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Certificate Registrar shall provide for the registration of the
Certificates and of transfers and exchanges of the Certificates as set forth
herein, provided, however, that no Ownership Certificate shall be issued in
any such transfer and exchange representing less than a 100% Percentage
Interest in such Certificate; and provided, further, that no Ownership
Certificate shall be issued in any such transfer and exchange except in
accordance with the provisions and conditions set forth below in this Section
3.03. The Trust Administrator shall be the initial Certificate Registrar. If
the Certificate Registrar resigns or is removed, the Owner Trustee, with the
consent of the Depositor, shall appoint a successor Certificate Registrar.

      Subject to satisfaction of the conditions set forth below, upon
surrender for registration of transfer of a Certificate at the office or
agency maintained pursuant to Section 3.08, the Owner Trustee shall execute,
authenticate and deliver (or cause the Trust Administrator as its
authenticating agent to authenticate and deliver), in the name of the
designated transferee, a new Certificate evidencing the Percentage Interest of
the Certificate so surrendered and dated the date of authentication by the
Owner Trustee or the Certificate Registrar.

      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 Owner Trustee and the Certificate Registrar duly executed
by each Certificateholder or such Certificateholder's attorney duly authorized
in writing. Each Certificate surrendered for registration of transfer or
exchange shall be cancelled and subsequently disposed of by the Certificate
Registrar in accordance with its customary practice.

      No service charge shall be made for any registration of transfer or
exchange of a Certificate, but the Owner Trustee or the Certificate Registrar
may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of a
Certificate or any other expense arising as a result of any registration of
transfer or exchange.


                                      10
<PAGE>


      The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make and the Certificate Registrar shall not register
transfer or exchanges of a Certificate for a period of 15 days preceding the
due date for any payment with respect to such Certificate.

      No transfer of a Certificate shall be made unless such transfer is
exempt from the registration requirements of the Securities Act and any
applicable state securities laws or is made in accordance with said Act and
laws. Except in the case of an initial transfer to an Initial Holder, in the
event of any such transfer, the Certificate Registrar or the Depositor shall
prior to such transfer require the transferee to execute (i) an investment
letter (in the form attached hereto as Exhibit D-1) certifying to the Trust,
the Owner Trustee, the Trust Administrator, the Certificate Registrar and the
Depositor that such transferee is a "qualified institutional buyer" under Rule
144A under the Securities Act, or (ii) an investment letter (in the form
attached hereto as Exhibit D-2) certifying to the Trust, the Owner Trustee,
the Trust Administrator, the Certificate Registrar and the Depositor that such
transferee is an "accredited investor" (as defined in Rule 501(a)(1), (2), (3)
or (7) of the Securities Act), and any expense associated with the preparation
and execution of any such investment letter shall not be an expense of the
Trust, the Owner Trustee, the Trust Administrator, the Certificate Registrar
or the Depositor. A Certificateholder desiring to effect the transfer of a
Certificate shall, and does hereby agree to, indemnify the Trust, the Owner
Trustee, the Trust Administrator, the Certificate Registrar and the Depositor
against any and all liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

      Except in the case of an initial transfer to an Initial Holder, no
transfer of a Certificate shall be made unless the Certificate Registrar shall
have received a representation letter (in the form attached hereto as Exhibit
D-1 or D-2) from the proposed transferee of such Certificate to the effect
that such proposed transferee is not an employee benefit plan or other
retirement arrangement subject to Section 406 of ERISA, or Section 4975 of the
Code or any substantially similar applicable law, or a Person acting on behalf
of or using the assets of any such plan, which representation letter shall not
be an expense of the Trust, the Owner Trustee, the Trust Administrator, the
Certificate Registrar or the Depositor.

      Prior to and as a condition of the registration of any transfer, sale or
other disposition of the Ownership Certificate, the Initial Holder of the
Ownership Certificate and each Prospective Holder of an Ownership Certificate
shall represent and warrant in writing, in the case of each Initial Holder, in
substantially the form set forth in Exhibit E hereto, and in the case of each
Prospective Holder, in substantially the form set forth in Exhibit F hereto,
to the Owner Trustee, the Trust Administrator and the Certificate Registrar
and any of their respective successors that:

            (i) Such Person is duly authorized to purchase the Ownership
      Certificate and its purchase of investments having the characteristics
      of the Ownership Certificate is authorized under, and not directly or
      indirectly in contravention of, any law, charter, trust instrument or
      other operative document, investment guidelines or list of permissible
      or impermissible investments that is applicable to the investor;

            (ii) Such Person understands that each holder of an Ownership
      Certificate, by virtue of its acceptance thereof, assents to the terms,
      provisions and conditions of the Agreement; and


                                      11
<PAGE>


            (iii) [Such Person is a REIT, a Qualified REIT Subsidiary or a
      Disregarded Entity.]

      The Owner Trustee shall cause each Certificate to contain a legend,
substantially similar to the applicable legends provided in Exhibit A hereto,
stating that transfer of such Certificate is subject to certain restrictions
and referring prospective purchasers of the Certificates to this Section 3.03
with respect to such restrictions.

      Section 3.04. Lost, Stolen, Mutilated or Destroyed Certificate. If (a) a
mutilated Certificate is surrendered to the Certificate Registrar, or (b) the
Certificate Registrar receives evidence to its satisfaction that a Certificate
has been destroyed, lost or stolen, and there is delivered to the Certificate
Registrar proof of ownership satisfactory to the Certificate Registrar,
together with such security or indemnity as required by the Certificate
Registrar and the Owner Trustee to save each of them harmless, then in the
absence of notice to the Certificate Registrar or the Owner Trustee that such
Certificate has been acquired by a protected purchaser, the Owner Trustee shall
execute on behalf of the Trust, and the Owner Trustee or the Certificate
Registrar shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Certificate, a new Certificate of
like tenor and Percentage Interest. In connection with the issuance of any new
Certificate under this Section 3.04, the Owner Trustee or the Certificate
Registrar may require the payment of a sum sufficient to cover any expenses of
the Owner Trustee or the Certificate Registrar (including any fees and expenses
of counsel) and any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
3.04 shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

      Section 3.05. Persons Deemed Certificateholders. Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar or any Certificate Paying Agent may treat any
Certificateholder as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and none of the Trust, the Owner Trustee, the Certificate Registrar or any
Certificate Paying Agent shall be bound by any notice to the contrary.

      Section 3.06. Access to List of Certificateholders' Names and Addresses.
The Certificate Registrar shall furnish or cause to be furnished to the
Depositor or the Owner Trustee, within 15 days after receipt by the Certificate
Registrar of a written request therefor from the Depositor or the Owner
Trustee, in such form as the Depositor or the Owner Trustee, as the case may
be, may reasonably require, the name and address of each Certificateholder as
of the most recent Record Date. A Certificateholder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any of the Trust, the
Depositor, the Certificate Registrar and the Owner Trustee accountable or
liable for damages by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

      Section 3.07. [Reserved]

      Section 3.08. Maintenance of Office or Agency. The Certificate Registrar
on behalf of the Trust, shall maintain an office or offices or agency or
agencies where the Certificates may be


                                      12
<PAGE>


surrendered for registration of transfer or exchange and where notices and
demands to or upon the Owner Trustee in respect of the Certificates and the
Operative Agreements may be served. The Certificate Registrar shall give the
Owner Trustee prompt notice, in writing, of any such notice or demand. The
Certificate Registrar initially designates the Corporate Trust Office of the
Trust Administrator as its office for such purposes. The Certificate Registrar
shall give prompt written notice to the Depositor, the Owner Trustee and the
Certificateholders of any change in the location of the Certificate Register
or any such office or agency.

      Section 3.09. Certificate Paying Agent.

      (a)  The Owner Trustee may appoint, and hereby appoints, the Trust
Administrator as Certificate Paying Agent under this Agreement. The
Certificate Paying Agent shall make distributions to each Certificateholder
from the Collection Account pursuant to Section 4.02 hereof and Sections
[5.08] and [6.02] of the Sale and Servicing Agreement and, upon request, shall
report the amounts of such distributions to the Owner Trustee. The Certificate
Paying Agent shall have the revocable power to withdraw funds from the
Collection Account for the purpose of making the distributions referred to
above. The Trust Administrator hereby accepts such appointment and further
agrees that it will be bound by the provisions of this Agreement and the Sale
and Servicing Agreement relating to the Certificate Paying Agent and shall:

            (i) hold all sums held by it for the payment of amounts due with
      respect to the Certificates in trust for the benefit of the Person
      entitled thereto until such sums shall be paid to such Person or
      otherwise disposed of as herein provided;

            (ii) give the Owner Trustee notice of any default by the Trust of
      which a Responsible Officer of the Trust Administrator has actual
      knowledge in the making of any payment required to be made with respect
      to the Certificates;

            (iii) at any time during the continuance of any such default, upon
      the written request of the Owner Trustee forthwith pay to the Owner
      Trustee on behalf of the Trust all sums so held in Trust by such
      Certificate Paying Agent;

            (iv) immediately resign as Certificate Paying Agent and forthwith
      pay to the Owner Trustee on behalf of the Trust all sums held by it in
      trust for the payment of the Certificates if at any time it ceases to
      meet the standards under this Section 3.09 required to be met by the
      Certificate Paying Agent at the time of its appointment; and

            (v) not institute bankruptcy proceedings against the Trust in
      connection with this Agreement.

      (b)  In the event that the Trust Administrator shall no longer be the
Certificate Paying Agent hereunder, the Owner Trustee, with the consent of the
Depositor, shall appoint a successor to act as Certificate Paying Agent (which
shall be a bank or trust company). The Owner Trustee shall cause such
successor Certificate Paying Agent or any additional Certificate Paying Agent
appointed by the Owner Trustee to execute and deliver to the Owner Trustee an
instrument in which such successor Certificate Paying Agent or additional
Certificate Paying Agent shall agree with the Owner Trustee that as
Certificate Paying Agent, such successor Certificate Paying Agent or
additional Certificate Paying Agent will hold all sums, if any, held by it for
payment in


                                      13
<PAGE>


trust for the benefit of each Certificateholder entitled thereto until such
sums shall be paid to such Certificateholder. The Certificate Paying Agent
shall return all unclaimed funds to the Owner Trustee, and upon removal of a
Certificate Paying Agent, such Certificate Paying Agent shall also return all
funds in its possession to the Owner Trustee. The provisions of Sections 5.03,
5.04, 6.01, 6.05, 6.07, 6.08, 7.01 and 7.02 shall apply to the Trust
Administrator also in its role as Certificate Paying Agent for so long as the
Trust Administrator shall act as Certificate Paying Agent and, to the extent
applicable, to any other Certificate Paying Agent appointed hereunder. Any
reference in this Agreement to the Certificate Paying Agent shall include any
co-paying agent unless the context requires otherwise.

      Section 3.10. Initial Beneficiary. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the issuance
of the Certificates, the Depositor shall be the sole beneficiary of the Trust.

                                  ARTICLE IV
                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

      Section 4.01. Collection Account. All of the right, title and interest of
the Trust in all funds on deposit from time to time in the Collection Account
and in all proceeds thereof shall be held for the benefit of each
Certificateholder and such other persons entitled to payments therefrom. Except
as otherwise expressly provided herein or in the Sale and Servicing Agreement,
the Collection Account shall be under the sole dominion and control of the
Owner Trustee for the benefit of the Certificateholders.

      The Collection Account shall be subject to and established and
maintained in accordance with the applicable provisions of the Sale and
Servicing Agreement and the Indenture, including, without limitation, the
provisions of Sections [5.08] and [6.02] of the Sale and Servicing Agreement
regarding distributions from the Collection Account.

      Section 4.02. Application of Trust Funds.

      (a)  On each Payment Date, the Owner Trustee shall direct the
Certificate Paying Agent to distribute to each Certificateholder, from amounts
on deposit in the Collection Account, the distributions as provided in
Sections [5.08] and [6.02] of the Sale and Servicing Agreement with respect to
such Payment Date. The Owner Trustee hereby directs the Certificate Paying
Agent to distribute on each Payment Date to each Certificateholder amounts on
deposit in the Collection Account in accordance with Sections [5.08] and
[6.02] of the Sale and Servicing Agreement and the Certificate Paying Agent
hereby acknowledges such direction.

      (b)  All payments to be made under this Agreement by the Certificate
Paying Agent shall be made only from the income and proceeds, including Net
Proceeds from the Notes, of the Trust Estate and only to the extent that the
Certificate Paying Agent has received such income or proceeds. The Bank shall
not be liable to any Certificateholder, the Indenture Trustee or the Trust
Administrator for any amounts payable pursuant to this Section 4.02 except to
the extent that non-payment is due to the Owner Trustee's acts or omissions
amounting to willful misconduct or gross negligence.


                                      14
<PAGE>


      (c)  Distributions to any Certificateholder shall be subordinated to
the creditors of the Trust, including, without limitation, the Noteholders.

      Section 4.03. Method of Payment. Subject to Section 8.01(c),
distributions required to be made to any Certificateholder on any Payment Date
as provided in Section 4.02 shall be made to the each Person who was a
Certificateholder on the preceding Record Date either by wire transfer, in
immediately available funds, to the account of each such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such respective
Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Payment Date or,
if not, by check mailed to each such Certificateholder at the respective
address of such Certificateholder appearing in the Certificate Register.

      Section 4.04. [Reserved]

      Section 4.05. Segregation of Moneys; No Interest. Moneys received by or
on behalf of the Owner Trustee hereunder and deposited into the Collection
Account will be segregated except to the extent required otherwise by law or
the provisions of the Sale and Servicing Agreement. The Owner Trustee shall not
be liable for payment of any interest in respect of such moneys.

                                   ARTICLE V
                  AUTHORITY AND DUTIES OF THE OWNER TRUSTEE;
                         ACTION BY CERTIFICATEHOLDERS

      Section 5.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Notes, the Certificates, the other
Operative Agreements to which the Trust is to be a party, each certificate or
other document attached as an exhibit to or contemplated by the Operative
Agreements to which the Trust is to be a party and any amendment or other
agreement or instrument described herein, all as approved by the Depositor, as
evidenced conclusively by the Owner Trustee's execution thereof, and, on behalf
of the Trust, to direct the Trust Administrator to authenticate the Notes. In
addition to the foregoing, the Owner Trustee is authorized, but shall not be
obligated, to take all actions required of the Trust pursuant to the Operative
Agreements.

      Section 5.02. General Duties.

      (a)  It shall be the duty of the Owner Trustee to discharge (or cause
to be discharged) all of its responsibilities pursuant to the terms of this
Agreement and the other Operative Agreements to which the Trust is a party and
to administer the Trust in the interest of the Certificateholders, subject to
the Operative Agreements and in accordance with the provisions of this
Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to
have discharged its duties and responsibilities hereunder and under the
Operative Agreements to the extent the Trust Administrator has agreed in the
Sale and Servicing Agreement or this Agreement, respectively, to perform any
act or to discharge any duty of the Owner Trustee or the Trust hereunder or
under any Operative Agreement, and the Owner Trustee shall not be held liable
for the default or failure of the Trust Administrator to carry out its
obligations under the


                                      15
<PAGE>


this Agreement or the Sale and Servicing Agreement or any other Operative
Agreement, respectively; and

      (b)  It shall be the duty of the Depositor under the Sale and Servicing
Agreement to obtain and preserve the Trust's qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of the Indenture, the Notes, the
Collateral and each other instrument and agreement included in the Trust
Estate. It shall be the duty of the Owner Trustee to cooperate with the
Depositor with respect to such matters.

      Section 5.03. Action Upon Instruction.

      (a)  Subject to Article V and in accordance with the terms of the
Operative Agreements, the Ownership Certificate Holder may by written
instruction direct the Owner Trustee in the management of the Trust, but only
to the extent consistent with the limited purpose of the Trust. Such direction
may be exercised at any time by written instruction of the Ownership
Certificate Holder pursuant to this Article V.

      (b)  Notwithstanding the foregoing, the Owner Trustee shall not be
required to take any action hereunder or under any Operative Agreement if the
Owner Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the
Owner Trustee or is contrary to the terms hereof or of any Operative Agreement
or is otherwise contrary to law.

      (c)  Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or
under any other Operative Agreement, or in the event that the Owner Trustee is
unsure as to the application of any provision of this Agreement or any other
Operative Agreement or any such provision is ambiguous as to its application,
or is, or appears to be, in conflict with any other applicable provision, or
in the event that this Agreement permits any determination by the Owner
Trustee or is silent or is incomplete as to the course of action that the
Owner Trustee is required to take with respect to a particular set of facts,
the Owner Trustee may promptly give notice (in such form as shall be
appropriate under the circumstances) to the Ownership Certificate Holder
requesting instruction as to the course of action to be adopted, and to the
extent the Owner Trustee acts in good faith in accordance with any written
instruction of the Ownership Certificate Holder, the Owner Trustee shall not
be liable on account of such action to any Person. If the Owner Trustee shall
not have received appropriate instruction within 10 days of such notice (or
within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under
no duty to, take or refrain from taking such action not inconsistent with this
Agreement or any other Operative Agreement, as it shall deem to be in the best
interests of each Certificateholder, and the Owner Trustee shall have no
liability to any Person for such action or inaction.

      Section 5.04. No Duties Except as Specified under Specified Documents or
in Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document


                                      16
<PAGE>


contemplated hereby to which the Owner Trustee or the Trust is a party, except
as expressly provided (i) in accordance with the powers granted to and the
authority conferred upon the Owner Trustee pursuant to this Agreement, and
(ii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 5.03; and no implied duties or obligations shall
be read into this Agreement or any Operative Agreement against the Owner
Trustee. Without limiting the foregoing, unless specifically enumerated in any
Operative Agreement to which the Owner Trustee is party, the Owner Trustee (i)
shall have no duty or obligation to execute, file or deliver, or cause the
preparation, filing or delivery by other persons of, any such documents,
reports, filings, instruments, certificates or opinions as it shall be the
duty of the Trust to prepare, file or deliver pursuant to the Operative
Agreements, (ii) shall have no duty or obligation to take, or refrain from
taking, any action that is the duty or the obligation of the Trust pursuant to
the Operative Agreements and (iii) shall have no duty or obligation to monitor
the Trust's duties and obligations pursuant to the Operative Agreements nor
ensure that such duties and obligations are fulfilled by the Trust. The Owner
Trustee shall have no responsibility for filing 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 the Trust or to
prepare or file any Securities and Exchange Commission filing for the Trust or
to record this Agreement or any Operative Agreement or to prepare or file any
tax return for the Trust. The Owner Trustee nevertheless agrees that it will,
at its own cost and expense, promptly take all action as may be necessary to
discharge any liens on any part of the Trust Estate that result from actions
by, or claims against the Bank that are not related to the ownership or the
administration of the Trust Estate.

      Section 5.05. Restrictions.

      (a)  The Owner Trustee shall not take any action that is inconsistent
with the purposes of the Trust set forth in Section 2.03. The Ownership
Certificate Holder shall not direct the Owner Trustee to take action that
would violate the provisions of this Section 5.05.

      (b)  The Owner Trustee shall not, except as provided herein, convey or
transfer any of the Trust's properties or assets, including those included in
the Trust Estate, to any person unless such conveyance or transfer shall not
violate the provisions of the Indenture.

      Section 5.06. Prior Notice to the Certificateholders with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee
shall not take action unless at least 30 days before the taking of such
action, the Owner Trustee shall have notified each Certificateholder in
writing of the proposed action and each Certificateholder shall have notified
the Owner Trustee in writing prior to the 30th day after such notice is given
that each Certificateholder has consented to such action or provided
alternative direction:

      (a)  The initiation of any claim or lawsuit by the Trust (except claims
or lawsuits brought in connection with the collection of cash distributions
due and owing under the Collateral) and the compromise of any action, claim or
lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection of cash distributions due and
owing under the Collateral);


                                      17
<PAGE>


      (b)  the election by the Trust to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Delaware
Trust Statute);

      (c)  the amendment of the Indenture by a supplemental indenture or of
this Agreement or any other Operative Agreement in circumstances where the
consent of any Noteholder is required;

      (d)  the amendment or other change of the Indenture by a supplemental
indenture or of this Agreement, the Interest Rate Cap Agreements or any other
Operative Agreement in circumstances where the consent of any Noteholder is
not required and such amendment materially adversely affects the interests of
any Certificateholder;

      (e)  the amendment of the Sale and Servicing Agreement in circumstances
where the consent of any Securityholder is required;

      (f)  the amendment, change or modification of the Sale and Servicing
Agreement, except to cure any ambiguity or to amend or supplement any
provision in a manner or add any provision that would not materially and
adversely affect the interests of any Certificateholder;

      (g)  the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of
a successor Certificate Registrar or Certificate Paying Agent or the consent
to the assignment by the Note Registrar, Paying Agent, Indenture Trustee,
Certificate Registrar or Certificate Paying Agent of its obligations under the
Indenture or this Agreement, as applicable;

      (h)  the consent to the calling or waiver of any default of any
Operative Agreement;

      (i)  the consent to the assignment by the Indenture Trustee of its
obligations under any Operative Agreement;

      (j)  except as provided in Article VIII hereof, dissolve, terminate
or liquidate the Trust in whole or in part;

      (k)  the merger, conversion or consolidation of the Trust with or into
any other entity, or conveyance or transfer of all or substantially all of the
Trust's assets to any other entity;

      (l)  the incurrence, assumption or guaranty by the Trust of any
indebtedness other than as set forth in this Agreement;

      (m)  the taking of any action which conflicts with any Operative
Agreement or would make it impossible to carry on the ordinary business of the
Trust or change the Trust's purpose and powers set forth in this Agreement;

      (n)  the confession of a judgment against the Trust;

      (o)  the possession of the Trust assets, or assignment of the
Trust's right to property, for other than a Trust purpose; or


                                      18
<PAGE>


      (p)  the lending of funds by the Trust to any entity.

      In addition, the Trust shall not commingle its assets with those of any
other entity. The Trust shall maintain its financial and accounting books and
records separate from those of any other entity. Except as expressly set forth
herein, the Trust shall pay its indebtedness, operating expenses and
liabilities from its own funds, and the Trust shall neither incur any
indebtedness nor pay the indebtedness, operating expenses and liabilities of
any other entity. Except as expressly set forth herein, the Trust shall not
engage in any dissolution, liquidation, consolidation, merger or sale of
assets. The Trust shall maintain appropriate minutes or other records of all
appropriate actions and shall maintain its office separate from the offices of
the Depositor or any of its Affiliates. The Trust shall not engage in any
business activity in which it is not currently engaged other than as
contemplated by the Operative Agreements and related documentation. The Trust
shall not form, or cause to be formed, any subsidiaries and shall not own or
acquire any asset other than as contemplated by the Operative Agreements and
related documentation. Other than as contemplated by the Operative Agreements
and related documentation, the Trust shall not follow the directions or
instructions of the Depositor. The Trust shall conduct its own business in its
own name. The Trust shall observe all formalities required under the Delaware
Trust Statute. The Trust shall not hold out its credit as being available to
satisfy the obligations of any other person or entity. The Trust shall not
acquire the obligations or securities of its Affiliates or the Seller. Other
than as contemplated by the Operative Agreements and related documentation,
the Trust shall not pledge its assets for the benefit of any other person or
entity. The Trust shall correct any known misunderstanding regarding its
separate identity. The Trust shall not identify itself as a division of any
other person or entity.

      For accounting purposes, the Trust shall be treated as an entity
separate and distinct from each Certificateholder. The pricing and other
material terms of all transactions and agreements to which the Trust is a
party shall be intrinsically fair to all parties thereto. This Agreement is
and shall be the only agreement among the parties thereto with respect to the
creation, operation and termination of the Trust.

      The Owner Trustee shall not have the power, except upon the written
direction of the Ownership Certificate Holder, and to the extent otherwise
consistent with the Operative Agreements, to (i) remove or replace the
Indenture Trustee, or (ii) institute a bankruptcy against the Trust. So long
as the Indenture remains in effect, to the extent permitted by applicable law,
the Ownership Certificate Holder shall have no power to commence, and shall
not commence, any bankruptcy with respect to the Trust or direct the Owner
Trustee to commence any bankruptcy with respect to the Trust.

      The Owner Trustee shall not have the power, except upon the written
direction of the Ownership Certificate Holder, to (i) remove the Trust
Administrator under the Sale and Servicing Agreement pursuant to Section
[7.10] thereof, (ii) appoint a successor Trust Administrator pursuant to
Section [7.10] of the Sale and Servicing Agreement, or (iii) except as
expressly provided in the Indenture, to sell the Collateral after the
termination of the Indenture. The Owner Trustee shall take the actions
referred to in the preceding sentence only upon written instructions signed
and authorized by the Ownership Certificate Holder.


                                      19
<PAGE>


      Section 5.07. Action by the Holder with Respect to Bankruptcy. The Owner
Trustee shall not have the power to commence or consent to a bankruptcy
relating to the Trust without the prior approval of the Ownership Certificate
Holder and the delivery to the Owner Trustee by the Ownership Certificate
Holder of a certificate certifying that the Ownership Certificate Holder
reasonably believes that the Trust is insolvent. This paragraph shall survive
for one year and one day following termination of this Agreement. So long as
the Indenture remains in effect, the Ownership Certificate Holder shall not
have the power to institute, and shall not institute, any bankruptcy with
respect to the Trust or direct the Owner Trustee to take such action.

      Section 5.08. Restrictions on the Ownership Certificate Holder's Power.
The Ownership Certificate Holder shall not direct the Owner Trustee to take or
to refrain from taking any action if such action or inaction would be contrary
to any obligation of the Trust or the Owner Trustee under this Agreement or any
of the Operative Agreements or would be contrary to Section 2.03 nor shall the
Owner Trustee be obligated to follow any such direction, if given.

                                  ARTICLE VI
                         CONCERNING THE OWNER TRUSTEE

      Section 6.01. Acceptance of Trusts and Duties. The Owner Trustee accepts
the trusts hereby created and agrees to perform the same but only upon the
terms of this Agreement and the terms of the Sale and Servicing Agreement. The
Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of this Agreement. The
Bank shall not be answerable or accountable hereunder or under any other
Operative Agreements under any circumstances, except (i) for its own willful
misconduct, gross negligence or bad faith, (ii) in the case of the inaccuracy
of any representation or warranty contained in Section 6.04, (iii) for
liabilities arising from the failure by the Bank to perform obligations
expressly undertaken by it in the last sentence of Section 5.04, or (iv) for
taxes, fees or other charges based on or measured by any fees, commissions or
compensation received by the Bank in connection with any of the transactions
contemplated by this Agreement, any other Operative Agreements or the Notes. In
particular, but not by way of limitation:

      (a)  The Bank shall not be liable for any error of judgment made in
good faith by a Responsible Officer of the Owner Trustee;

      (b)  The Bank shall not be liable with respect to any action taken or
omitted to be taken by the Owner Trustee in accordance with the instructions
of any Certificateholder;

      (c)  No provision of this Agreement shall require the Bank to expend or
risk funds or otherwise incur any financial liability in the performance of
any of the Owner Trustee's rights or powers hereunder or under any other
Operative Agreements if the Bank shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;

      (d)  Under no circumstance shall the Bank be liable for indebtedness
evidenced by or arising under any of the Operative Agreements, including the
principal of and interest on the Notes;


                                      20
<PAGE>


      (e)  The Bank shall not be liable with respect to any action taken or
omitted to be taken by the Depositor, the Trust Administrator, the Servicer,
the Indenture Trustee, any Officer or the Certificate Paying Agent under this
Agreement or any other Operative Agreement or otherwise and the Bank shall not
be obligated to perform or monitor the performance of any obligations or
duties under this Agreement or the other Operative Agreements which are to be
performed by the Certificate Paying Agent under this Agreement, the Trust
Administrator under the Transfer and Servicing, the Indenture Trustee under
the Indenture or by any other Person under any of the Operative Agreements;
and

      (f)  The Bank shall not be responsible for or in respect of the
recitals herein, the validity or sufficiency of this Agreement or for the due
execution hereof by the Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Trust Estate or for or in respect
of the validity or sufficiency of the Operative Agreements, other than the
certificate of authentication on the Certificates, and the Bank shall in no
event assume or incur any liability, duty or obligation to any Noteholder, the
Depositor or to any Certificateholder, other than as expressly provided for
herein.

      Section 6.02. Furnishing of Documents. The Owner Trustee will furnish to
the Trust Administrator (for distribution to each Certificateholder), promptly
upon receipt of a written request therefor, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee hereunder or under the
Operative Agreements unless the Trust Administrator shall have already received
the same.

      Section 6.03. Books and Records. The Owner Trustee shall keep or cause to
be kept proper books of record and account of all the transactions under this
Agreement, including a record of the name and address of each
Certificateholder. The Owner Trustee shall be deemed to have complied with this
Section 6.03 by the appointment of the Trust Administrator and the Certificate
Paying Agent to perform the duties hereunder.

      Section 6.04. Representations and Warranties.

      (a)  The Bank represents and warrants to the Depositor, for the benefit
of each Certificateholder, as follows:

            (i) the Bank is a _______________________ duly organized and
      validly existing under the laws of the __________________________ and
      has the power and authority to execute, deliver and perform its
      obligations under this Agreement and (assuming due authorization,
      execution and delivery of this Agreement by the Depositor and Trust
      Administrator), has the power and authority as Owner Trustee to execute
      and deliver the Operative Agreements and to perform its obligations
      thereunder and, assuming the due authorization, execution and delivery
      hereof by the other parties hereto, this Agreement constitutes a legal,
      valid and binding obligation of the Bank or the Owner Trustee, as the
      case may be, enforceable against the Bank or the Owner Trustee, as the
      case may be, 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


                                      21
<PAGE>


      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;

            (ii) the Bank has no reason to believe that anyone authorized to
      act on its behalf has offered any interest in and to the Trust for sale
      to, or solicited any offer to acquire any of the same from, anyone;

            (iii) the execution, delivery and performance by the Bank, either
      in its individual capacity or as Owner Trustee, as the case may be, of
      the Operative Agreements will not result in any violation of, or be in
      any conflict with, or constitute a default under any of the provisions
      of any indenture, mortgage, chattel mortgage, deed of trust, conditional
      sales contract, lease, note or bond purchase agreement, license,
      judgment, order or other agreement to which the Bank is a party or by
      which it or any of its properties is bound;

            (iv) the execution and delivery by the Bank of this Agreement, and
      the performance of its duties as Owner Trustee hereunder, do not require
      the consent or approval of, the giving of notice to, or the registration
      with, or the taking of any other action with respect to, any
      governmental authority or agency of the State of Delaware (except as may
      be required by the Delaware Trust Statute); and

            (v) there are no pending or, to the best of its knowledge,
      threatened actions or proceedings against the Bank before any court,
      administrative agency or tribunal which, if determined adversely to it,
      would materially and adversely affect its ability, either in its
      individual capacity or as Owner Trustee, as the case may be, to perform
      its obligations under this Agreement or the Operative Agreements.

      (b)  _____________________, as Trust Administrator, hereby
represents and warrants to the Depositor, for the benefit of each
Certificateholder, that:

            (i) it is a _______________________ duly organized and validly
      existing in good standing under the laws of the ______________, and has
      the power and authority to execute, deliver and perform its obligations
      under this Agreement and, assuming the due authorization, execution and
      delivery hereof by the other parties hereto, this Agreement constitutes
      a legal, valid and binding obligation of the Trust Administrator,
      enforceable against the Trust Administrator 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;

            (ii) it has taken all action necessary to authorize the execution
      and delivery by it of this Agreement, and this Agreement will be
      executed and delivered by one of its officers who is duly authorized to
      execute and deliver this Agreement on its behalf; and

            (iii) neither the execution nor the delivery by it of this
      Agreement nor the consummation by it of the transactions contemplated
      hereby nor compliance by it with


                                      22
<PAGE>


      any of the terms or provisions hereof will contravene any federal,
      governmental rule or regulation governing the banking or trust powers of
      the Trust Administrator or any judgment or order binding on it, or
      constitute any default under its charter documents or by-laws or any
      indenture, mortgage, contract, agreement or instrument to which it is a
      party or by which any of its properties may be bound.

      Section 6.05. Reliance; Advice of Counsel.

      (a)  Except as provided in Section 6.01, the Owner Trustee shall incur
no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing
body of any corporate or partnership entity as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full
force and effect. As to any fact or matter the manner of ascertainment of
which is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president (or the general partner, in the case of a partnership) and by the
treasurer or any assistant treasurer or the secretary or any assistant
secretary of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Owner Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon.

      (b)  In its exercise or administration of the trusts and powers
hereunder, including its obligations under Section 5.02(b), and in the
performance of its duties and obligations under this Agreement or the other
Operative Agreements, the Owner Trustee may employ agents and attorneys and
enter into agreements (including the Sale and Servicing Agreement) with any of
them, and the Owner Trustee shall not be answerable for the default or
misconduct of any such agents or attorneys if such agents or attorneys shall
have been selected by the Owner Trustee with reasonable care. If, and to the
extent, the Seller shall have failed to reimburse the Owner Trustee for all
reasonable expenses and indemnities incurred pursuant to this Section 6.05(b),
as provided in Section 7.01 and Section 7.02, the Owner Trustee may seek
reimbursement therefor from the Trust Estate.

      (c)  In the administration of the trusts and performance of its duties
hereunder, the Owner Trustee may consult with counsel, accountants and other
skilled Persons to be selected and employed by it, and the Owner Trustee shall
not be liable for anything done, suffered or omitted in good faith by it in
accordance with the reasonable advice or opinion of any such counsel,
accountants or other skilled Persons. If, and to the extent, the Seller shall
have failed to reimburse the Owner Trustee for all reasonable expenses and
indemnities incurred pursuant to this Section 6.05(c), as provided in Section
7.01 and Section 7.02, the Owner Trustee may seek reimbursement therefor from
the Trust Estate.

      Section 6.06. Not Acting in Individual Capacity. Except as provided in
this Article VI, in accepting the trusts hereby created the Owner Trustee acts
solely as trustee hereunder and not in its individual capacity, and all persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by the Operative Agreements shall look only to the Trust Estate
for payment or satisfaction thereof.


                                      23
<PAGE>


      Section 6.07. Owner Trustee Not Liable for Certificates or Collateral.
The recitals contained herein and in the Certificates (other than the
signatures and countersignatures of the Owner Trustee on the Certificates)
shall be taken as the statements of the Depositor, and the Owner Trustee
assumes no responsibility for the correctness thereof. The Owner Trustee makes
no representations as to the validity or sufficiency of this Agreement, of any
Operative Agreement or of the Certificates (other than the signatures and
countersignatures of the Owner Trustee on the Certificates) or the Notes, or of
any Collateral or related documents. The Owner Trustee shall at no time have
any responsibility or liability for or with respect to the legality, validity
and enforceability of any Collateral, or the perfection and priority of any
security interest created by any Collateral or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the Indenture,
including, without limitation: the existence, condition and ownership of any
Collateral; the existence and enforceability of any insurance thereon; the
existence and contents of any Collateral on any computer or other record
thereof; the validity of the assignment of any Collateral to the Trust or of
any intervening assignment; the completeness of any Collateral; the performance
or enforcement of any Collateral; the compliance by the Depositor with any
warranty or representation made under any Operative Agreements or in any
related document or the accuracy of any such warranty or representation or any
action of the Trust Administrator or the Indenture Trustee taken in the name of
the Owner Trustee.

      Section 6.08. Owner Trustee May Own Notes. The Owner Trustee in its
individual capacity may become an owner or pledgee of Notes and may deal with
the Depositor, the Trust Administrator and the Indenture Trustee in banking
transactions with the same rights as it would have if it were not Owner
Trustee.

      Section 6.09. Licenses. The Depositor shall cause the Trust to use its
best efforts to obtain and maintain the effectiveness of any licenses required
in connection with this Agreement and the other Operative Agreements and the
transactions contemplated hereby and thereby until such time as the Trust shall
terminate in accordance with the terms hereof. It shall be the duty of the
Owner Trustee to cooperate with the Depositor with respect to such matters.

      Section 6.10. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, neither the Bank nor the Owner
Trustee shall be required to take any action in any jurisdiction other than in
the State of Delaware if the taking of such action will (i) require the consent
or approval or authorization or order of or the giving of notice to, or the
registration with or the taking of any other action in respect of, any state or
other governmental authority or agency of any jurisdiction other than the State
of Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions thereof in existence on
the date hereof other than the State of Delaware becoming payable by the Bank
or the Owner Trustee; or (iii) subject the Bank or the Owner Trustee to
personal jurisdiction in any jurisdiction other than the State of Delaware for
causes of action arising from acts unrelated to the consummation of the
transactions by the Bank or the Owner Trustee, as the case may be, contemplated
hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which
advice shall be an expense of the Trust) to determine whether any action
required to be taken pursuant to this Agreement results in the consequences
described in clauses (i), (ii) and (iii) of the preceding sentence. In the
event that such counsel advises the Owner Trustee that


                                      24
<PAGE>


such action will result in such consequences, the Owner Trustee will appoint a
co-trustee pursuant to Section 9.05 hereof to proceed with such action.

      Section 6.11. Sarbanes-Oxley Act Certification.

      Notwithstanding anything to the contrary herein or in any Operative
Agreement, the Owner Trustee shall not be required to execute, deliver or
certify on behalf of the Trust or any other Person any filings, certificates,
affidavits or other instruments in connection with certifications required
under the Sarbanes-Oxley Act of 2002.

                                  ARTICLE VII
                       INDEMNIFICATION AND COMPENSATION

      Section 7.01. Trust Expenses. The Seller shall pay the organizational
expenses of the Trust as they may arise or shall, upon the request of the Owner
Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the
Owner Trustee in connection therewith. The Seller shall also pay (or reimburse
the Bank for) all reasonable expenses of the Owner Trustee hereunder,
including, without limitation, the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the Owner
Trustee may employ in connection with the exercise and performance of its
rights and duties under the Operative Agreements.

      Section 7.02. Indemnification. The Seller agrees to assume liability for,
and indemnify the Bank and its successors, assigns, officers, directors, agents
and servants, against and from, any and all liabilities, obligations, losses,
damages, taxes, claims, actions, suits, costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may be imposed on, incurred by or
asserted at any time against the Bank (whether or not indemnified against by
other parties) in any way relating to or arising out of this Agreement, any
Operative Agreement, the Collateral, the administration of the Trust Estate or
the action or inaction of the Owner Trustee hereunder, except only that the
Seller shall not be required to indemnify the Bank for Expenses arising or
resulting from any of the matters described in the third sentence of Section
6.01. The indemnities contained in this Section 7.02 shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement. In the event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section, the Owner Trustee's choice of legal
counsel shall be subject to the approval of the Seller, which approval shall
not be unreasonably withheld.

      Section 7.03. Compensation. The Bank shall receive as compensation for
its services hereunder such fees as are set forth in the Fee Letter Agreement
between the Bank and the Seller. The Trust Administrator shall pay the annual
fee of the Owner Trustee, and the Seller shall pay the initial fee of the Owner
Trustee.

      Section 7.04. Lien on Trust Estate. The Bank shall have a lien on the
Trust Estate for any compensation or indemnity due hereunder, such lien to be
subject only to prior liens of the Indenture. The Bank shall not bring any
proceedings to foreclose on such lien if and to the extent the Trust Estate is
subject to the lien of the Indenture. Any amount paid to the Owner


                                      25
<PAGE>


Trustee pursuant to this Article VII shall be deemed not to be part of the
Trust Estate immediately after such payment.

                                 ARTICLE VIII
                           TERMINATION OF AGREEMENT

      Section 8.01. Termination of Agreement.

      (a)  This Agreement (other than Article VII) shall terminate and the
trusts created hereby shall dissolve and terminate and the Trust Estate shall,
subject to the Indenture and Sections 4.01 and 7.04 and Section 3808 of the
Delaware Trust Statute, be distributed to the Certificateholders, and this
Agreement shall be of no further force or effect, upon the earlier of (i) the
full payment of principal and interest due on all Classes of the Notes; and
(ii) the sale or other final disposition by the Indenture Trustee or the Owner
Trustee, as the case may be, of all the Trust Estate and the final
distribution by the Trust Administrator or the Owner Trustee, as the case may
be, of all moneys or other property or proceeds of the Trust Estate in
accordance with the terms of the Indenture, the Sale and Servicing Agreement
and Section 4.02. The bankruptcy, liquidation or dissolution of any
Certificateholder shall not operate to terminate this Agreement, nor entitle
such Certificateholder's legal representatives to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of
the Trust Estate, nor otherwise affect the rights, obligations and liabilities
of the parties hereto.

      (b)  Except as provided in Section 8.01(a), none of the Depositor or
any Certificateholder shall be entitled to revoke or terminate the Trust
established hereunder.

      (c)  Notice of any termination of the Trust, specifying the Payment
Date upon which Certificateholders shall surrender their Certificates to the
Certificate Paying Agent for payment of the final distribution and
cancellation, shall be given by the Certificate Paying Agent by letter to the
Certificateholders and the Rating Agencies mailed within five Business Days of
receipt of notice of the final payment on the Notes pursuant to the Sale and
Servicing Agreement, stating (i) the Payment Date upon or with respect to
which final payment of the Certificates shall be made upon presentation and
surrender of the Certificates at the office of the Certificate Paying Agent
therein designated, (ii) the amount of any such final payment and (iii) that
the Record Date otherwise applicable to such Payment Date is not applicable,
payments being made only upon presentation and surrender of the Certificates
at the office of the Certificate Paying Agent therein specified. The
Certificate Paying Agent shall give such notice to the Owner Trustee and the
Certificate Registrar at the time such notice is given to the
Certificateholders. Upon presentation and surrender of the Certificates, the
Certificate Paying Agent shall cause to be distributed to the applicable
Certificateholder amounts distributable on such Payment Date pursuant to
Section [5.08] and Section [6.02] of the Sale and Servicing Agreement.

      (d)  Upon the winding up of the Trust and its termination, the Owner
Trustee shall upon the written request of the Depositor cause the Certificate
of Trust to be cancelled by filing a certificate of cancellation with the
Secretary of State in accordance with the provisions of Section 3810 of the
Delaware Trust Statute.


                                      26
<PAGE>


                                  ARTICLE IX
            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

      Section 9.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of
Section 3807(a) of the Delaware Trust Statute; authorized to exercise corporate
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by Federal or state authorities; and
having (or having a parent which has) a short-term debt rating of at least
"A-1" or the equivalent by, or which is otherwise acceptable to, the Rating
Agencies. If such corporation shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 9.02.

      Section 9.02. Resignation or Removal of Owner Trustee. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving 30 days' prior written notice thereof to the Depositor, the
Certificateholders and the Indenture 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 Owner 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 Owner Trustee. Upon receiving such notice of resignation,
the Depositor shall promptly appoint (subject to the consent of the
Certificateholders, which consent shall not be unreasonably withheld) a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to
the successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Owner Trustee may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.

      If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.01 and shall fail to resign after
written request therefor by the Depositor, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or
a receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation or the Owner Trustee shall fail to fulfill its obligations under
Section 9.02 with respect to notice to the Depositor or Article [XI] of the
Sale and Servicing Agreement, 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), then the
Depositor may remove the Owner Trustee. If the Depositor shall remove the
Owner Trustee under the authority of the immediately preceding sentence, the
Depositor shall promptly appoint (subject to the consent of the
Certificateholders, which consent shall not be unreasonably withheld) a
successor Owner Trustee by written instrument in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so


                                      27
<PAGE>


removed and one copy to the successor Owner Trustee and payment of all fees
owed to the outgoing Owner Trustee.

      Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 9.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Trust Administrator shall provide
notice of such resignation or removal of the Owner Trustee to the Rating
Agencies.

      Section 9.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to
the Trust Administrator and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Owner Trustee shall become effective and such
successor Owner Trustee without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties, and obligations of its
predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements
and monies held by it under this Agreement; and the Trust Administrator and the
predecessor Owner Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee all such rights, powers, duties,
and obligations.

      No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

      Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Trust Administrator shall mail notice of the successor of
such Owner Trustee to all Certificateholders, the Indenture Trustee, the
Noteholders and the Rating Agencies. If the Trust Administrator fails to mail
such notice within 10 days after acceptance of appointment by the successor
Owner Trustee, the successor Owner Trustee shall cause such notice to be
mailed at the expense of the Trust Administrator.

      Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such Person shall be eligible pursuant to Section 9.01, without the execution
or filing of any instrument or any 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 Owner Trustee, the Owner Trustee shall provide (x)
written notice to the Depositor and the Servicer of any successor pursuant to
this Section and (y) in writing and in form and substance reasonably
satisfactory to


                                      28
<PAGE>


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 Owner Trustee.

      Section 9.05. 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 Estate or any Collateral may at the time be located, and for the
purpose of performing certain duties and obligations of the Owner Trustee with
respect to the Trust and the Certificates under the Sale and Servicing
Agreement, the Owner Trustee shall have the power and shall execute and deliver
all instruments to appoint one or more Persons approved by the Owner Trustee to
act as co-trustee, jointly with the Owner Trustee, or separate trustee or
separate trustees, of all or any part of the Trust Estate, and to vest in such
Person, in such capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Owner Trustee may consider necessary or
desirable. No co-trustee or separate trustee under this Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to
Section 9.01 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 9.03.

      The Owner Trustee hereby appoints the Trust Administrator for the
purpose of establishing and maintaining the Collection Account and making the
distributions therefrom to the Persons entitled thereto pursuant to Section
[5.08] and Section [6.02] of the Sale and Servicing Agreement.

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

      (a)  all rights, powers, duties and obligations conferred or imposed
upon the Owner Trustee shall be conferred upon and exercised or performed by
the Owner 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 Owner 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, the Owner 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 Trust 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 Owner Trustee;

      (b)  no trustee under this Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Agreement; and

      (c)  the Trust Administrator and the Owner Trustee acting jointly may
at any time accept the resignation of or remove any separate trustee or
co-trustee.

      Any notice, request or other writing given to the Owner Trustee shall be
deemed to have been given to the separate trustees and co-trustees, as if
given to each of them. Every instrument appointing any separate trustee or
co-trustee, other than this Agreement, shall refer to this Agreement and to
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of appointment, shall be vested with the estates specified in its
instrument of


                                      29
<PAGE>


appointment, either jointly with the Owner 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 Owner
Trustee. Each such instrument shall be filed with the Owner Trustee and a copy
thereof given to the Trust Administrator.

      Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as 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 Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

                                   ARTICLE X
                                 MISCELLANEOUS

      Section 10.01. Supplements and Amendments. This Agreement may be amended
by the Depositor, the Trust Administrator and the Owner Trustee, with the
consent of the Certificateholder and with prior written notice to the Rating
Agencies, but without the consent of any of the Noteholders or the Indenture
Trustee, (i) to cure any ambiguity, (ii) to conform the provisions of this
Agreement to the information contained in the Prospectus or to correct or
supplement any provision herein, (iii) to make any other provision with respect
to matters or questions arising under this Agreement or (iv) to add, delete, or
amend any provision in order to comply with any requirements imposed by the
Code, ERISA and their related regulations; provided, however, that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder or Certificateholder or
adversely affect the tax status of the Trust. An amendment shall not be deemed
to adversely affect in any material respect the interests of any Noteholder or
Certificateholder and no opinion referred to in the preceding proviso shall be
required to be delivered if the Person requesting the amendment obtains a
letter from each Rating Agencies stating that the amendment would not result in
the downgrading or withdrawal of the respective ratings then assigned to each
applicable Class of Notes and Certificates. Notwithstanding the preceding
sentence, an opinion shall be required with respect to tax matters as set forth
in this paragraph.

      This Agreement may also be amended from time to time by the Depositor,
the Trust Administrator and the Owner Trustee, with the prior written consent
of the Rating Agencies, the holders of Notes evidencing more than 66?% of the
Outstanding Balance of the Notes and the Certificateholder, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or modifying in any manner the rights of
Certificateholders; provided, however, that no such amendment shall, as
evidenced by an Opinion of Counsel, adversely affect the tax status of the
Trust; and provided, further, that no such amendment shall (a) increase or
reduce in any manner the amount of, or delay the timing of, collections of
payments on the Collateral or payments that shall be required to be made for
the benefit of the Noteholders or any Certificateholder or (b) reduce the
aforesaid percentage of the Outstanding Balance of the Notes required to
consent to or to waive the requirement for any Certificateholder to consent to
any such amendment, in either case of clause (a) or (b) without the consent of
the holders of all the outstanding Notes and each Certificateholder.


                                      30
<PAGE>


      Notwithstanding the foregoing, no provision of Sections 2.03 or 5.06
hereof may be amended in any manner unless (i) 100% of the Outstanding Balance
of the Noteholders have consented in writing thereto, (ii) the Rating Agencies
have consent in writing thereto or (iii) the Notes have been paid in full and
the Indenture has been discharged.

      Promptly after the execution of any such amendment or consent, the Trust
Administrator shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and the
Rating Agencies.

      It shall not be necessary for the consent of the Certificateholders or
the Noteholders pursuant to this Section 10.01 to approve the particular form
of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents (and any other consents of the Certificateholders provided for in
this Agreement or in any other Operative Agreement) and of evidencing the
authorization of the execution thereof by the Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.

      Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

      Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee and the Trust Administrator shall be
entitled to receive and rely upon an Opinion of Counsel, at the expense of the
Trust, stating that the execution of such amendment is authorized or permitted
by this Agreement. Neither the Owner Trustee nor the Trust Administrator shall
be obligated to enter into any such amendment which affects the Owner
Trustee's or Trust Administrator's own rights, duties or immunities under this
Agreement or otherwise.

      Section 10.02. No Legal Title to Trust Estate in Certificateholders. The
Certificateholders shall not have legal title to any part of the Trust Estate
and shall only be entitled to receive distributions with respect to their
respective undivided beneficial interest therein pursuant to Section 4.02 once
all amounts then owing with respect to the Notes have been paid in accordance
with the Indenture. No transfer, by operation of law of any right, title and
interest of any Certificateholder in and to its undivided beneficial interest
in the Trust Estate or hereunder shall operate to terminate this Agreement or
the trusts hereunder or entitle any successor transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Estate.

      Section 10.03. Pledge of Collateral by Owner Trustee is Binding. The
pledge of the Collateral to the Indenture Trustee by the Trust made under the
Indenture and pursuant to the terms of this Agreement shall bind each
Certificateholder and shall be effective to transfer or convey the rights of
the Trust and each Certificateholder in and to such Collateral to the extent
set forth in the Indenture. No purchaser or other grantee shall be required to
inquire as to the authorization, necessity, expediency or regularity of such
pledge or as to the application of any proceeds with respect thereto by the
Owner Trustee.


                                      31
<PAGE>


      Section 10.04. Limitations on Rights of Others. Nothing in this
Agreement, whether express or implied (except for Section 7.04), shall be
construed to give to any Person other than the Owner Trustee and the
Certificateholders any legal or equitable right in the Trust Estate or under or
in respect of this Agreement or any covenants, conditions or provisions
contained herein.

      Section 10.05. Notices. Unless otherwise expressly specified or permitted
by the terms hereof, all notices shall be in writing and delivered by hand, by
courier or mailed by certified mail, postage prepaid, (a) if to the Owner
Trustee or the Trust, addressed to it at the Corporate Trust Office of the
Owner Trustee or to such other address as the Owner Trustee may have set forth
in a written notice to the Certificateholders and the Depositor addressed to it
at the address set forth for such Certificateholders in the Certificate
Register; (b) if to the Trust Administrator, addressed to it at the Corporate
Trust Office of the Trust Administrator; and (c) if to the Depositor, addressed
to it at IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena, California 91101,
Attention: _________ 200_-__. Whenever any notice in writing is required to be
given by the Owner Trustee or the Trust Administrator, such notice shall be
deemed given and such requirement satisfied if such notice is mailed by
certified mail, postage prepaid, addressed as provided above.

      Section 10.06. Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      Section 10.07. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

      Section 10.08. Successors and Assigns. All representations, warranties,
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, the Owner Trustee and its successors and assigns and the
Depositor and each Certificateholder and its respective successors, all as
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by any Certificateholder shall bind the successors of each
such Certificateholder.

      Section 10.09. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

      Section 10.10. Governing Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
DELAWARE WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


                                      32
<PAGE>


      Section 10.11. No Petition.

      (a)  The Owner Trustee and the Trust Administrator, by entering into
this Agreement, each Certificateholder, by accepting the Certificates, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Depositor or the Trust, or join in any institution against the
Depositor or the Trust of, any bankruptcy under any United States federal or
state bankruptcy or similar law in connection with any obligations relating to
the Certificates, the Notes, this Agreement or any of the other Operative
Agreements; provided, however, nothing contained herein shall prohibit the
Indenture Trustee from filing proofs of claim.

      (b)  The Depositor shall not be liable for the default or misconduct of
the Trust Administrator, the Owner Trustee, the Indenture Trustee or the
Certificate Paying Agent under any of the Operative Agreements or otherwise
and the Depositor shall have no obligation or liability to perform the
obligations of the Trust under this Agreement or the Operative Agreements that
are required to be performed by the Trust Administrator under the Sale and
Servicing Agreement or the Indenture Trustee under the Indenture.

      Section 10.12. No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificate represents a
beneficial interest in the Trust only and does not represent an interest in or
an obligation of the Depositor, the Trust Administrator, the Owner Trustee, any
co-trustee, the Bank or any Affiliate thereof (other than the Trust) and no
recourse may be had against such parties or their assets, except as may be
expressly set forth or contemplated in this Agreement, the Certificates or the
other Operative Agreements.

      Section 10.13. Customer Identification.

      The Depositor's legal name, principal place of business, local office or
other physical location street address is IndyMac MBS, Inc., 155 North Lake
Avenue, Pasadena, California 91101, and its government issued identification
number is [ ]. The Seller's legal name, principal place of business, local
office or other physical location street address is _________
__________________________________________________________________. In
connection with any federal, state or local laws requiring financial
institutions to obtain, verify and record information that identifies each
person or entity who opens an account, the Owner Trustee may request, and the
Seller and the Depositor agree to promptly provide to the Owner Trustee,
copies of documentation which substantiates the identity of the Depositor or
the Seller, as applicable. Such documentation may include, but is not limited
to, financial statements, government licenses, certified copies of formation
documents or identification documentation of principals claiming to represent
such party.

                                  ARTICLE XI
                                   OFFICERS

      Section 11.01. Appointment of Officers. The Trust may have one or more
Officers who are hereby empowered to take and are responsible for performing
all ministerial duties on behalf of the Trust pursuant to this Agreement and
the other Operative Agreements, including, without


                                      33
<PAGE>


limitation, the execution of the Officers' Certificate (as defined in the
Indenture), the Trust Order (as defined in the Indenture), the Trust Request
(as defined in the Indenture), the annual compliance report required under
Section 3.09 of the Indenture, and any annual reports, documents and other
reports which the Trust is required to file with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended. Each of the Chairman of the Board, the Chief Executive
Officer, the President, each Senior Vice President and each Vice President of
the Depositor is hereby appointed as an Officer of the Trust. The Depositor
shall promptly deliver to the Owner Trustee and the Indenture Trustee a list
of its officers who shall become the Officers of the Trust pursuant to this
Section 11.01.

      Section 11.02. Officers to Provide Information to the Owner Trustee. It
shall be the duty of each Officer to keep the Owner Trustee reasonably and
promptly informed as to material events relating to the Trust, including,
without limitation, all claims pending or threatened against the Trust, the
purchase and sale of any material portion of the Trust Estate and the execution
by such Officer on behalf of the Trust of any material agreements or
instruments.








                                      34
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized, as
of the day and year first above written.



                                    IndyMac MBS, INC., as Depositor



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:



                                    -------------------------,
                                    not in its individual capacity but
                                    solely as
                                    Owner Trustee



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:



                                    ---------------------,
                                    not in its individual capacity but
                                    solely as Trust Administrator



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:


Acknowledged and Agreed, solely
for purposes of Sections 2.11, 7.01, 7.02, 7.03 and 10.13:


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



By:
   -------------------------------------
   Name:
   Title:



                     Amended and Restated Trust Agreement


<PAGE>


                                                                     EXHIBIT A


                                 FORM OF NOTES


                   [See certificates delivered at closing.]






                                      A-1
<PAGE>


                                                                     EXHIBIT B


                                  [RESERVED]




                                      B-1

<PAGE>


                                                                     EXHIBIT C


                        FORM OF CERTIFICATE OF TRUST OF

                         [                 ] 200__-[ ]

      THIS Certificate of Trust of [                                ]
200__-[   ] (the "Trust"), is being duly executed and filed by the
undersigned, as trustee, to form a statutory trust under the Delaware
Statutory Trust Act (12 DEL. C., Sections 3801 et seq.) (the "Act").

      1. NAME. The name of the statutory trust formed hereby is "[      ]
200__-[ ]."

      2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware are _________________________,
____________________, Attention: ________________.

      3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon
filing.

      IN WITNESS WHEREOF, the undersigned, being the owner trustee of the
Trust, has executed this Certificate of Trust in accordance with Section
3811(a) of the Act.



                                    -------------------------,
                                    as Owner Trustee



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:






                                      C-1
<PAGE>


                                                                 EXHIBIT D-1


                      FORM OF RULE 144A INVESTMENT LETTER


                                                          ___________________
                                                                 Date

____________________________,
  as Certificate Registrar
_____________________________
_____________________________

Attention:  Corporate Trust Department

Re:   [                   ] 200__-[   ]
      Ownership Certificate
      ----------------------------------------------

Ladies and Gentlemen:

      In connection with our acquisition of the _________ Mortgage Investment
Trust 200_-__ Ownership Certificate (the "Certificate"), we certify that (a)
we understand that the Certificate has not been registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws
and is 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 investment in the Certificate, (c) we
have had the opportunity to ask questions of and receive answers from IndyMac
MBS, Inc. (the "Depositor") concerning the purchase of the Certificate and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificate, (d) we have not, nor has anyone acting
on our behalf, offered, transferred, pledged, sold or otherwise disposed of
the Certificate or any interest in the Certificate, or solicited any offer to
buy, transfer, pledge or otherwise dispose of the Certificate or any interest
in the Certificate from 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 Certificate under
the Act or that would render the disposition of the Certificate a violation of
Section 5 of the Act or any state securities laws or require registration
pursuant thereto, and we will not act, or authorize any person to act, in such
manner with respect to the Certificate and (e) we are a "qualified
institutional buyer" as that term is defined in Rule 144A under the Act ("Rule
144A"). We are aware that the sale to us is being made in reliance on Rule
144A.

      We are acquiring the Certificate for our own account or for resale
pursuant to Rule 144A and understand that such Certificate may be resold,
pledged or transferred only (1) 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 (2)
pursuant to another exemption from registration under the Act.


                                     D-1-1
<PAGE>


      In addition, we hereby certify that we are not an employee benefit plan
or other retirement arrangement subject to Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or to Section
4975 of the Internal Revenue Code of 1986, as amended (or to any other
substantially similar law) or any person acting on behalf of or using the
assets of any such plan.

      We hereby acknowledge that under the terms of the Amended and Restated
Trust Agreement among IndyMac MBS, Inc., as Depositor,
_________________________, as Owner Trustee, and _____________________, as
Trust Administrator, dated _________ , 200_, no transfer of the Certificate
shall be permitted to be made to any person unless the Certificate Registrar
has received a certificate from such transferee in the form hereof.

      We hereby indemnify the Depositor, Certificate Registrar and the Owner
Trustee against any liability that may result to either of them if our
transfer or other disposition of the Certificate (or any interest therein) is
not exempt from the registration requirements of the Act and any applicable
state securities laws or is not made in accordance with such federal and state
laws.



                                    Very truly yours,

                                    [Name of Transferee]



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:






                                     D-1-2
<PAGE>


                                                                 EXHIBIT D-2


                    FORM OF NON-RULE 144A INVESTMENT LETTER


                                                          ____________________
                                                                 Date

____________________________,
  as Certificate Registrar
_____________________________
_____________________________

Attention:  Corporate Trust Department

Re:   [                   ] 200__-[   ]
      Ownership Certificate
      ----------------------------------------------


Ladies and Gentlemen:

      In connection with our acquisition of the _________ Mortgage Investment
Trust 200_-__ Ownership Certificate (the "Certificate") we certify that (a) we
understand that the Certificate has not been registered under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws and is being
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an "accredited
investor," as defined in Rule 501(a)(1), (2), (3) or (7) under the Act, and
have such knowledge and experience in financial and business matters that we
are capable of evaluating the merits and risks of investment in the
Certificate, (c) we have had the opportunity to ask questions of and receive
answers from the Depositor concerning the purchase of the Certificate and all
matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificate, (d) we are acquiring the Certificate for
investment for our own account and not with a view to any distribution of such
Certificate (but without prejudice to our right at all times to sell or
otherwise dispose of the Certificate in accordance with clause (f) below), (e)
we have not offered or sold any Certificate to, or solicited offers to buy any
Certificate from, any person, or otherwise approached or negotiated with any
person with respect thereto, or taken any other action that would result in a
violation of Section 5 of the Act or any state securities laws and (f) we will
not sell, transfer or otherwise dispose of any Certificate unless (1) such
sale, transfer or other disposition is made pursuant to an effective
registration statement under the Act and in compliance with any relevant state
securities laws or is exempt from such registration requirements and, if
requested, we will at our expense provide an opinion of counsel satisfactory
to the addressees of this certificate that such sale, transfer or other
disposition may be made pursuant to an exemption from the Act, (2) the
purchaser or transferee of such Certificate has executed and delivered to you
a certificate to substantially the same effect as this certificate and (3) the
purchaser or transferee has otherwise complied with any conditions for
transfer set forth in the Amended and Restated Trust Agreement dated _________
, 200_, among IndyMac MBS,


                                     D-2-1
<PAGE>


Inc., as Depositor, _________________________, as Owner Trustee and
__________________, as Trust Administrator (the "Trust Agreement").

      In addition, we hereby certify that we are not an employee benefit plan
or other retirement arrangement subject to Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or to Section
4975 of the Internal Revenue Code of 1986, as amended (or to any other
substantially similar law) or any person acting on behalf of or using the
assets of any such plan.

      We hereby acknowledge that under the terms of the Trust Agreement, no
transfer of the Certificate shall be permitted to be made to any person unless
the Certificate Registrar has received a certificate from such transferee in
the form hereof.

      We hereby indemnify the Owner Trustee, the Depositor and the Certificate
Registrar against any liability that may result to either of them if our
transfer or other disposition of the Certificate (or any interest therein) is
not exempt from the registration requirements of the Act and any applicable
state securities laws or is not made in accordance with such federal and state
laws.



                                    Very truly yours,

                                    [Name of Transferee]



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:






                                     D-2-2
<PAGE>


                                                                     EXHIBIT E


                    FORM OF CERTIFICATE OF BENEFICIAL OWNER

_____________________________
_____________________________
_____________________________
Attention:  _________ 200_-__


_________________________
_________________________
_________________________
Attention:  _________ 200_-__

      Re:   [                                ] 200__-[   ]

Ladies and Gentlemen:

      This representation and warranty is delivered pursuant to Section 3.03
of the Amended and Restated Trust Agreement dated _________ , 200_ (the
"Agreement"), among IndyMac MBS, Inc., as depositor (the "Depositor"),
_________________________, as owner trustee (the "Owner Trustee"), and
_____________________, as trust administrator (the "Trust Administrator"), in
connection with the transfer by [Residential Asset Securitization
Trust][IndyMac INDX Mortgage Loan Trust] 200__-[A][AR][IP] (the "Trust") to
the undersigned as beneficial owner (the "Beneficial Owner") of a 100%
Percentage Interest in the Ownership Certificate. Capitalized terms used but
not defined in this document have the meanings ascribed to them in the
Agreement.

      The Beneficial Owner hereby certifies that it has received a copy of the
Agreement and that it understands the restrictions on transferability of the
Ownership Certificate and the indemnity provisions set forth in Section 3.03
of the Agreement. In connection with the transfer of the Ownership Certificate
to the Beneficial Owner, the Beneficial Owner represents and warrants that:

      (1)   [The Beneficial Owner either (i) qualifies for taxation as a real
            estate investment trust (a "REIT") within the meaning of Sections
            856 and 857 of the Internal Revenue Code of 1986, as amended (the
            "Code"), (ii) is a qualified REIT subsidiary within the meaning of
            Section 856(i) of the Code or (iii) is an entity (a "Disregarded
            Entity") that is both (A) solely owned by an entity described in
            (i) or (ii) and (B) is disregarded as an entity separate from its
            owner within the meaning of Section 301.7701-2(c)(2) of the
            Treasury Regulations.]

      (2)   The Beneficial Owner hereby agrees to be subject to the
            indemnification provisions set out in Section 3.03 of the
            Agreement.

      (3)   The Beneficial Owner hereby agrees to be subject to the provisions
            governing events of default set out in the Indenture among the
            Trust, as issuer,


                                      E-1
<PAGE>


            _____________________, as Trust Administrator, and
            _____________________________, as indenture trustee, dated as
            of _________, 200_.

      (4)   [The Beneficial Owner hereby agrees to notify the Trust within
            sixty (60) days of the date on which the Beneficial Owner
            discovers that it has failed to qualify as a REIT, a qualified
            REIT subsidiary or Disregarded Entity at any time at which the
            Beneficial Owner owns the Ownership Certificate.]

      (5)   The Beneficial Owner is not, and on _________ , 200_, will not be,
            an employee benefit plan or other retirement arrangement subject
            to Section 406 of the Employee Retirement Income Security Act of
            1974, as amended ("ERISA") or Section 4975 of the Code or any
            substantially similar applicable law (collectively, a "Plan") or a
            person acting on behalf of or investing the assets of any such
            Plan to acquire the Ownership Certificate.

      (6)   The Beneficial Owner hereby acknowledges that under the terms of
            the Agreement, no transfer of the Ownership Certificate shall be
            permitted to be made to any person unless the Certificate
            Registrar has received a certificate from such transferee to the
            effect that such transferee is not a Plan and is not using the
            assets of any Plan to acquire the Ownership Certificate.

      (7)   The Beneficial Owner will not transfer the Ownership Certificate
            to any person or entity (i) as to which the Purchaser has reason
            to believe does not satisfy the requirements set forth in this
            affidavit, and (ii) without obtaining from the prospective
            Purchaser an affidavit substantially in this form and providing to
            the Certificate Registrar a written statement substantially in the
            form of Exhibit F to the Agreement.

      (8)   No Beneficial Note will be transferred to a party unrelated to the
            Beneficial Owner of the Ownership Certificate unless the Retained
            Note will be treated as indebtedness for U.S. federal income tax
            purposes immediately after the transfer.

      (9)   The Holder of the Ownership Certificate will not take any action
            or inaction that would cause the Trust to be subject to any United
            States federal income taxation.


                           [SIGNATURE PAGE FOLLOWS]





                                      E-2
<PAGE>


                                    Very truly yours,

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



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:






                                      E-3
<PAGE>


                                                                  [EXHIBIT F


    FORM OF REPRESENTATION AND WARRANTY REGARDING TRANSFEREE'S STATUS AS A
                       REIT OR QUALIFIED REIT SUBSIDIARY

      This representation and warranty is delivered pursuant to Section 3.03
of the Amended and Restated Trust Agreement dated _________ , 200_ (the
"Agreement"), among IndyMac MBS, Inc., as depositor (the "Depositor"),
_________________________, as owner trustee (the "Owner Trustee"), and
_____________________, as trust administrator (the "Trust Administrator"), in
connection with the transfer by [_____________________] [transferor] to the
undersigned as beneficial owner (the "Beneficial Owner") of a 100% Percentage
Interest in the Ownership Certificate. Capitalized terms used but not defined
in this document have the meanings ascribed to them in the Agreement.

      The Beneficial Owner hereby certifies that it has received a copy of the
Agreement and that it understands the restrictions on transferability of the
Ownership Certificate set forth in Section 3.03 of the Agreement and the
indemnity provisions set forth in Section 7.02 of the Agreement. In connection
with the transfer of the Ownership Certificate to the Beneficial Owner, the
Beneficial Owner represents and warrants that:

      (1)   The Beneficial Owner either (i) qualifies for taxation as a real
            estate investment trust (a "REIT") within the meaning of Sections
            856 and 857 of the Internal Revenue Code of 1986, as amended (the
            "Code"), (ii) is a qualified REIT subsidiary within the meaning of
            Section 856(i) of the Code (a "Qualified REIT Subsidiary") or
            (iii) is an entity (a "Disregarded Entity") that is both (A)
            solely owned by an entity described in (i) or (ii) and (B) is
            disregarded as an entity separate from its owner within the
            meaning of Section 301.7701-2(c)(2) of the Treasury Regulations.

      (2)   The Beneficial Owner hereby agrees to be subject to the
            indemnification provisions set out in Section 7.02 of the
            Agreement, and hereby warrants that the Beneficial Owner shall
            indemnify the Trust for any income tax imposed upon the Trust due
            to the Beneficial Owner's failure to qualify as a REIT, as a
            Qualified REIT Subsidiary or as a Disregarded Entity at any time
            at which such Beneficial Owner owns the Ownership Certificate.

      (3)   The Beneficial Owner hereby agrees to be subject to the provisions
            governing events of default set out in the Indenture among
            _________ Mortgage Investment Trust 200_-__ (the "Trust"), as
            issuer, _____________________, as trust administrator, and
            _____________________________, as indenture trustee, dated as of
            _________ , 200_.

      (4)   The Beneficial Owner hereby agrees to notify the Trust within
            sixty (60) days of the date on which the Beneficial Owner
            discovers that it has failed to qualify as a REIT, a Qualified
            REIT Subsidiary or Disregarded Entity at any time at which the
            Beneficial Owner owns the Ownership Certificate.


                                      F-1
<PAGE>


      (5)   The Beneficial Owner is not, and on [_________] [date of transfer]
            will not be, an employee benefit plan or other retirement
            arrangement subject to Section 406 of the Employee Retirement
            Income Security Act of 1974, as amended ("ERISA") or Section 4975
            of the Code or any substantially similar applicable law
            (collectively, a "Plan") or a person acting on behalf of or
            investing the assets of any such Plan to acquire the Ownership
            Certificate.

      (6)   The Beneficial Owner hereby acknowledges that under the terms of
            the Agreement, no transfer of the Ownership Certificate shall be
            permitted to be made to any person unless the Certificate
            Registrar has received a certificate from such transferee to the
            effect that such transferee (i) is not a Plan and is not using the
            assets of any Plan to acquire the Ownership Certificate and (ii)
            is a REIT, a Qualified REIT Subsidiary or Disregarded Entity.

      (7)   The Beneficial Owner will not transfer the Ownership Certificate
            to any person or entity (i) as to which the Purchaser has reason
            to believe does not satisfy the requirements set forth in this
            affidavit, and (ii) without obtaining from the prospective
            Purchaser an affidavit substantially in this form and providing to
            the Certificate Registrar a written statement substantially in the
            form of Exhibit F to the Agreement.

      (8)   The Holder of the Ownership Certificate will not take any action
            or inaction that would cause the Trust to be subject to any United
            States federal income taxation.


                                    [NAME OF BENEFICIAL OWNER],



                                    By:
                                       -------------------------------------
                                       Name:
                                       Title:]






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