Unassociated Document


     

    EXHIBIT
      4.1

     

    
 

     

    IndyMac
      ABS, Inc.

    Depositor

     

     

    [IndyMac
      Bank, F.S.B.]

    Seller
      and Servicer

     

     

    [Trustee]

    Trustee
      [and Supplemental Interest Trust Trustee]

     

    ____________________________________

     

    Pooling
      and Servicing Agreement

     

    Dated
      as
      of
      [                            
 ]

     

    _____________________________________

     

    Home
      Equity Mortgage Loan Asset-Backed Trust

    Series
      INABS 20__ -[   ]

     

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates

    Series
      INABS 20__
      -[   ]

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	
              TABLE
                OF CONTENTS

               

            
	
              ARTICLE
                I 

              DEFINITIONS

               

            
	
              Section
                1.01

            	
              Definitions.

            
	
              Section
                1.02

            	
              Rules
                of Construction.

               

            
	
              ARTICLE
                II 

              CONVEYANCE
                OF MORTGAGE LOANS; REPRESENTATIONS
                AND WARRANTIES

               

            
	
              Section
                2.01

            	
              Conveyance
                of Mortgage Loans.

            
	
              Section
                2.02

            	
              Acceptance
                by the Trustee of the Mortgage Loans.

            
	
              Section
                2.03

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

            
	
              Section
                2.04

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

            
	
              Section
                2.05

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

            
	
              Section
                2.06

            	
              Execution
                and Delivery of Certificates.

            
	
              Section
                2.07

            	
              Conveyance
                of Subsequent Mortgage Loans.

            
	
              Section
                2.08

            	
              REMIC
                Matters.

            
	
              Section
                2.09

            	
              Covenants
                of the Servicer.

            
	
              Section
                2.10

            	
              Purposes
                and Powers of the Trust

               

            
	
              ARTICLE
                III 

              ADMINISTRATION
                AND SERVICING OF
                MORTGAGE LOANS

               

            
	
              Section
                3.01

            	
              Servicer
                to Service Mortgage Loans.

            
	
              Section
                3.02

            	
              Reserved.

            
	
              Section
                3.03

            	
              [Reserved].

            
	
              Section
                3.04

            	
              The
                Pool Policy

            
	
              Section
                3.05

            	
              Trustee
                to Act as Servicer.

            
	
              Section
                3.06

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

            
	
              Section
                3.07

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

            
	
              Section
                3.08

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage
                Loans.

            
	
              Section
                3.09

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

            
	
              Section
                3.10

            	
              Maintenance
                of Hazard Insurance; Maintenance of Primary Insurance
                Policies.

            
	
              Section
                3.11

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

            
	
              Section
                3.12

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

            
	
              Section
                3.13

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              Section
                3.14

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

            
	
              Section
                3.15

            	
              Servicing
                Compensation.

            
	
              Section
                3.16

            	
              Access
                to Certain Documentation.

            
	
              Section
                3.17

            	
              Annual
                Statement as to Compliance.

            
	
              Section
                3.18

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              Section
                3.19

            	
              Errors
                and Omissions Insurance; Fidelity Bonds.

            
	
              Section
                3.20

            	
              Notification
                of Adjustments.

            
	
              Section
                3.21

            	
              Prepayment
                Charges.

            
	
              Section
                3.22

            	
              Pre-Funding
                Accounts.

            
	
              Section
                3.23

            	
              [Reserved]

            
	
              Section
                3.24

            	
              Commission
                Reporting

               

            
	
              ARTICLE
                IV 

              DISTRIBUTIONS
                AND ADVANCES BY THE SERVICER

               

            
	
              Section
                4.01

            	
              Advances.

            
	
              Section
                4.02

            	
              Priorities
                of Distribution.

            
	
              Section
                4.03

            	
              Monthly
                Statements to Certificateholders.

            
	
              Section
                4.04

            	
              Allocation
                of Interest Shortfall and Realized Losses

            
	
              Section
                4.05

            	
              Supplemental
                Interest Trust.

            
	
              Section
                4.06

            	
              Tax
                Treatment of Net Swap Payments and Swap Termination
                Payments.

            
	
              Section
                4.07

            	
              Certain
                Matters Relating to the Determination of LIBOR.

               

            
	
              ARTICLE
                V 

              THE
                CERTIFICATES

               

            
	
              Section
                5.01

            	
              The
                Certificates.

            
	
              Section
                5.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            
	
              Section
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              Section
                5.04

            	
              Persons
                Deemed Owners.

            
	
              Section
                5.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            
	
              Section
                5.06

            	
              Maintenance
                of Office or Agency.

               

            
	
              ARTICLE
                VI 

              THE
                DEPOSITOR AND THE SERVICER

               

            
	
              Section
                6.01

            	
              Respective
                Liabilities of the Depositor and the Servicer.

            
	
              Section
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Servicer.

            
	
              Section
                6.03

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

            
	
              Section
                6.04

            	
              Limitation
                on Resignation of the Servicer.

            
	
              Section
                6.05

            	
              Inspection.

               

            
	
              ARTICLE
                VII 

              DEFAULT

               

            
	
              Section
                7.01

            	
              Events
                of Default.

            
	
              Section
                7.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              Section
                7.03

            	
              Notification
                to Certificateholders.

               

            
	
              ARTICLE
                VIII 

              CONCERNING
                THE TRUSTEE AND THE SUPPLEMENTAL INTEREST TRUST TRUSTEE

               

            
	
              Section
                8.01

            	
              Duties
                of the Trustee and the Supplemental Interest Trust
                Trustee.

            
	
              Section
                8.02

            	
              Certain
                Matters Affecting the Trustee and the Supplemental Interest Trust
                Trustee.

            
	
              Section
                8.03

            	
              Trustee
                and Supplemental Interest Trust Trustee Not Liable for Certificates
                or
                Mortgage Loans.

            
	
              Section
                8.04

            	
              Trustee
                and Supplemental Interest Trust Trustee May Own
                Certificates.

            
	
              Section
                8.05

            	
              Trustee’s
                Fees and Expenses.

            
	
              Section
                8.06

            	
              Eligibility
                Requirements for the Trustee and the Supplemental Interest Trust
                Trustee.

            
	
              Section
                8.07

            	
              Resignation
                and Removal of the Trustee and the Supplemental Interest Trust
                Trustee.

            
	
              Section
                8.08

            	
              Successor
                Trustee or Supplemental Interest Trust Trustee.

            
	
              Section
                8.09

            	
              Merger
                or Consolidation of the Trustee or the Supplemental Interest Trust
                Trustee.

            
	
              Section
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              Section
                8.11

            	
              Tax
                Matters.

            
	
              Section
                8.12

            	
              [Reserved]

            
	
              Section
                8.13

            	
              [Reserved]

            
	
              Section
                8.14

            	
              [Reserved]

            
	
              Section
                8.15

            	
              Access
                to Records of Trustee.

            
	
              Section
                8.16

            	
              Suits
                for Enforcement.

               

            
	
              ARTICLE
                IX 

              TERMINATION

               

            
	
              Section
                9.01

            	
              Termination
                upon Liquidation or Purchase of the Mortgage Loans.

            
	
              Section
                9.02

            	
              Final
                Distribution on the Certificates.

            
	
              Section
                9.03

            	
              Additional
                Termination Requirements.

            
	
              Section
                9.04

            	
              Termination
                of the Supplemental Interest Trust.

               

            
	
              ARTICLE
                X 

              MISCELLANEOUS
                PROVISIONS

               

            
	
              Section
                10.01

            	
              Amendment.

            
	
              Section
                10.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              Section
                10.03

            	
              Governing
                Law.

            
	
              Section
                10.04

            	
              Intention
                of Parties.

            
	
              Section
                10.05

            	
              Notices.

            
	
              Section
                10.06

            	
              Severability
                of Provisions.

            
	
              Section
                10.07

            	
              Assignment.

            
	
              Section
                10.08

            	
              Limitation
                on Rights of Certificateholders.

            
	
              Section
                10.09

            	
              Inspection
                and Audit Rights.

            
	
              Section
                10.10

            	
              Certificates
                Nonassessable and Fully Paid.

            
	
              Section
                10.11

            	
              Official
                Record.

            
	
              Section
                10.12

            	
              Protection
                of Assets.

            
	
              Section
                10.13

            	
              Qualifying
                Special Purpose Entity.

            
	
              Section
                10.14

            	
              Rights
                of NIM Insurer.

            
	 	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              SCHEDULES

            
	 	 
	
              Schedule
                I

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                II:

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

            
	
              Schedule
                III:

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

            
	 	 
	
               

              EXHIBITS

            
	 	 
	
              Exhibit
                A:

            	
              Form
                of Class A and Subordinated Certificates

            
	
              Exhibit
                B:

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                C:

            	
              Form
                of Residual Certificate

            
	
              Exhibit
                D:

            	
              Form
                of Class C Certificate

            
	
              Exhibit
                E:

            	
              [Reserved].

            
	
              Exhibit
                F:

            	
              Form
                of Reverse of Certificates

            
	
              Exhibit
                G-1:

            	
              Form
                of Initial Certification of Trustee

            
	
              Exhibit
                G-2:

            	
              Form
                of Delayed Delivery Certification 

            
	
              Exhibit
                H:

            	
              Form
                of Final Certification of Trustee

            
	
              Exhibit
                I: 

            	
              Form
                of Transfer Affidavit

            
	
              Exhibit
                J: 

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                K: 

            	
              Form
                of Swap Agreement

            
	
              Exhibit
                L: 

            	
              Form
                of Rule 144A Letter

            
	
              Exhibit
                M: 

            	
              Form
                of Request for Release (for Trustee)

            
	
              Exhibit
                N:

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

            
	
              Exhibit
                O-1:

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

            
	
              Exhibit
                O-2:

            	
              Trustee’s
                Officer’s Certificate 

            
	
              Exhibit
                P: 

            	
              Form
                of Addition Notice

            
	
              Exhibit
                Q: 

            	
              Form
                of Subsequent Transfer Instrument

            
	
              Exhibit
                R: 

            	
              Servicing
                Criteria to be addressed in Assessment of Compliance

            
	
              Exhibit
                S:

            	
              Reporting
                Responsibility

            


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    This
      Pooling and Servicing Agreement,
      dated
      as of [ ],
      among
      IndyMac ABS, Inc., a Delaware corporation, as depositor (the “Depositor”),
      IndyMac Bank, F.S.B. (“IndyMac”),
      a
      federal savings bank, as seller (in that capacity, the “Seller”)
      and as
      servicer (in that capacity, the “Servicer”),
      and
      [Trustee], a national banking association, as trustee (the “Trustee”)
      [and
      as supplemental interest trust trustee (the “Supplemental
      Interest Trust Trustee”)],

     

    WITNESSETH
      THAT

     

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

     

    PRELIMINARY
      STATEMENT

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    REMIC
      I

     

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

     

    
      	
              Class

              Designation

            	
              REMIC
                I

              Remittance
                Rate

            	
              Initial
                Uncertificated

              Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              [
                ]

            	
              (2)

            	
              $
                

            	
              [
                ]

            
	
              [
                ]

            	
              (2)

            	
              $
                

            	
              [
                ]

            
	
              [
                ]

            	
              (2)

            	
              $
                

            	
              [
                ]

            
	
              [
                ]

            	
              (2)

            	
              $
                

            	
              [
                ]

            
	
              [
                ]

            	
              (2)

            	
              $
                

            	
              [
                ]

            


    

    ________________

     

    (1) For
      purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution
      Date immediately following the maturity date for the Mortgage Loan with the
      latest maturity date has been designated as the latest possible maturity date
      for each REMIC I Regular Interest.

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    REMIC
      II

     

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

     

    
      	
              Designation

            	 	
              REMIC
                II

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
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                ]

            	 	
              (2)

            	 	 	
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                ]

            	 	
              (2)

            	 	 	
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                ]

            	 	
              (2)

            	 	 	
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                ]

            	 	
              (2)

            	 	 	
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                ]

            	 	
              (2)

            	 	 	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
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                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              [
                ]

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 
	
              P

            	 	
              (2)

            	 	 	
              $
                

            	 	 	 


    

    


    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date immediately following the maturity date for the Mortgage
      Loan
      with the latest maturity date has been designated as the “latest possible
      maturity date” for each REMIC II Regular Interest.

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


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    REMIC
      III

     

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

     

    
      	
              Designation

            	
              REMIC
                III

              Remittance
                Rate

            	
              Initial

              Uncertificated
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
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                ]

            	
              (2)

            	
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                ]

            	
              (2)

            	
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                ]

            	
              (2)

            	
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                ]

            	
              (2)

            	
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                ]

            	
              (2)

            	
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                ]

            	
              (2)

            	
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              [
                ]

            	
              (2)

            	
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              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 


    

    (1) For
      purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution
      Date immediately following the maturity date for the Mortgage Loan with the
      latest maturity date has been designated as the latest possible maturity date
      for each REMIC III Regular Interest.

     

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

     

    (3) REMIC
      III
      Regular Interest LTIO will not have a Certificate Balance, but will accrue
      interest on its Uncertificated Notional Amount, as defined herein.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    REMIC
      IV

     

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

    


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

     

    


     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial
                Aggregate

              Certificate
                

              Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              [
                ]

            	
              (2)

            	
              $
                

            	 
	
              Class
                C Interest

            	
              (2)(3)

            	
              $
                

            	 
	
              Class
                P Interest

            	
              (4)

            	
              $
                100.00 

            	 
	
              Class
                IO Interest

            	
              (5)

            	
              (6)

            	 


    

    ________________

     

    (1) For
      purposes of Treasury Regulation Section 1.860G-1(a)(4)(iii), the Distribution
      Date immediately following the maturity date for the Mortgage Loan with the
      latest maturity date has been designated as the latest possible maturity date
      for each Class of Certificates.

     

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

     

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

     

    (4) The
      Class
      P Interest will not accrue interest.

     

    (5) 
      For
      federal income tax purposes, the Class IO Interest will not have a Pass-Through
      Rate, but will be entitled to 100% of the amounts distributed on REMIC III
      Regular Interest LTIO. 

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    REMIC
      V

     

    As
      provided herein, the Trustee shall make an election to treat the Class C
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC V.” The Class R-V Interest represents the
      sole class of “residual interests” in REMIC V for purposes of the REMIC
      Provisions.

     

    The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial Certificate Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for
      the Class C Certificates.

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial

              Certificate
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                C

            	
              (2)

            	
              $
                

            	 


    

    ________________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date in the month immediately following the maturity date for
      the
      Mortgage Loan with the latest maturity date has been designated as the “latest
      possible maturity date” for the Class C Certificates.

    (2) The
      Class
      C Certificates will receive 100% of amounts received in respect of the Class
      C
      Interest.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    REMIC
      VI

     

    As
      provided herein, the Trustee shall make an election to treat the Class P
      Interest as a REMIC for federal income tax purposes, and such segregated pool
      of
      assets will be designated as “REMIC VI.” The Class R-VI Interest represents the
      sole class of “residual interests” in REMIC VI for purposes of the REMIC
      Provisions.

     

    The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial Certificate Balance and, for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for
      the Class P Certificates.

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial

              Certificate
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              Class
                P

            	
              (2)

            	
              $
                100.00

            	 


    

    ________________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date in the month immediately following the maturity date for
      the
      Mortgage Loan with the latest maturity date has been designated as the “latest
      possible maturity date” for the Class P Certificates.

    (2) The
      Class
      P Certificates will receive 100% of amounts received in respect of the Class
      P
      Interest.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

    REMIC
      VII

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the SWAP IO Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets shall be designated as “REMIC VII.”
The Class R-VII Interest represents the sole class of “residual interests” in
      REMIC VII for purposes of the REMIC Provisions. The following table irrevocably
      sets forth the designation, the Pass-Through Rate, the initial Certificate
      Balance and, for purposes of satisfying Treasury Regulation Section
      1.860G-1(a)(4)(iii), the latest possible maturity date for REMIC VII Regular
      Interest SWAP IO, which will be uncertificated.

     

    
      	
              Designation

            	
              Pass-Through
                Rate

            	
              Initial

              Certificate
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              SWAP
                IO

            	
              (2)

            	
              N/A

            	 


    

    ________________

    (1) For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the
      Distribution Date in the month immediately following the maturity date for
      the
      Mortgage Loan with the latest maturity date has been designated as the “latest
      possible maturity date” for REMIC VII Regular Interest SWAP IO.

    (2) REMIC
      VII
      Regular Interest SWAP IO shall receive 100% of amounts received in respect
      of
      the Class IO Interest.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

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

     

    
      	
              Book-Entry
                Certificates

            	
              Class
                A Certificates and Subordinated Certificates.

               

            
	
              [Group
                I Certificates

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

               

            
	
              [Group
                II Certificates

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

               

            
	
              Subordinated
                Certificates...

            	
              Class
                M-1, Class M-2 and Class M-3 Certificates.

               

            
	
              ERISA-Restricted
                Certificates

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

               

            
	
              LIBOR
                Certificates

            	
              All
                Classes of Certificates other than the Private Certificates.

               

            
	
              Offered
                Certificates

            	
              All
                Classes of Certificates other than the Private Certificates.

               

            
	
              Definitive
                Certificates

            	
              Class
                R, Class R-X, Class P and Class C Certificates.

               

            
	
              Private
                Certificates

            	
              Class
                R, Class R-X, Class P and Class C Certificates.

               

            
	
              Rating
                Agencies

            	
              [Moody’s],
                [S&P] and [Fitch].

               

            
	
              Regular
                Certificates

            	
              All
                Classes of Certificates other than the Class R and Class R-X
                Certificates.

               

            
	
              Residual
                Certificates 

            	
              Class
                R and Class R-X Certificates.

               

            


    

    References
      to “Class
      A Certificates”
are
      references to Certificates of either or both Certificate Groups of similar
      designations, as the context requires.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    ARTICLE
      I

     

    Definitions

     

    	Section
            1.01  	
            Definitions.

          


     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article:

     

    60+
      Day Delinquent Loan:
      As of
      any day during any calendar month, each Mortgage Loan in foreclosure, all REO
      Property, each Mortgage Loan for which the Mortgagor has filed for bankruptcy,
      and each Mortgage Loan with respect to which any portion of a Scheduled Payment
      is, as of the last day of the Remittance Period before the Remittance Period
      ending in such calendar month, two months or more past due (without giving
      effect to any grace period). For instance, in making a determination on the
      Distribution Date in December (December 25) with respect to a Mortgage Loan
      whose Scheduled Payment for October is delinquent (and that has no previous
      Scheduled Payment that is delinquent), that Mortgage Loan would not be a 60+
      Day
      Delinquent Loan because as of the last day of the Remittance Period before
      the
      Remittance Period ending in December (which would be the Remittance Period
      ending in November (on November 1)), the Scheduled Payment for October (due
      October 1) would only be one month past due.

     

    Accrued
      Certificate Interest Distribution Amount:
      For any
      Distribution Date and a Class of Certificates (other than the Class P, Class
      R,
      Class R-X and Class C Certificates), the amount of interest accrued during
      the
      related Interest Accrual Period at the applicable Pass-Through Rate for such
      Class on the related Class Certificate Balance immediately before the
      Distribution Date reduced by any Net Prepayment Interest Shortfalls and Relief
      Act Interest Shortfalls for such Distribution Date allocated to such Class
      pursuant to Section [4.04].

     

    Addition
      Notice: With
      respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant
      to Section [2.07], a notice of the Depositor’s designation of the Subsequent
      Mortgage Loans to be sold to the Trust Fund and the aggregate principal balance
      of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date.
      The
      Addition Notice shall be given no later than three (3) Business Days prior
      to
      the related Subsequent Transfer Date and shall be substantially in the form
      attached hereto as [Exhibit P].

     

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

     

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

     

    Adjustment
      Date:
      As to
      any adjustable-rate Mortgage Loan, the first Due Date on which the related
      Mortgage Rate adjusts as provided in the related Mortgage Note and each Due
      Date
      thereafter on which the Mortgage Rate adjusts as provided in the related
      Mortgage Note.

     

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

     

    Affected
      Party:
      As
      defined in the Swap Agreement.

     

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

     

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

     

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

     

    Applied
      Realized Loss Amount: For
      any
      Distribution Date and a Class of Subordinated Certificates, the excess of the
      aggregate Class Certificate Balance of the Class A and Subordinated Certificates
      over the aggregate Stated Principal Balance of all of the Mortgage Loans as
      of
      the last day of the preceding Remittance Period allocated to such Class pursuant
      to Section 4.04.

     

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

     

    Available
      Funds: For
      any
      Distribution Date,

     

    are
      the
sum
      of:

     

    (i)  all
      scheduled installments of interest (net of the related Expense Fees) and
      principal due on the Due Date on the Mortgage Loans in the related Remittance
      Period and received by the related Determination Date, together with any related
      Advances;

     

    (ii)  all
      Insurance Proceeds, including those received with respect to the Pool Policy
      but
      excluding Insurance Proceeds included in Liquidation Proceeds, Liquidation
      Proceeds and Subsequent Recoveries received during the preceding calendar month
      (in each case, net of unreimbursed expenses incurred in connection with a
      liquidation or foreclosure and net of the related Excess Proceeds);

     

    (iii)  all
      partial or full Principal Prepayments on the Mortgage Loans received during
      the
      related Prepayment Period together with all Compensating Interest on those
      Mortgage Loans and interest paid by the Mortgagors (other than Prepayment
      Interest Excess); 

     

    (iv)  amounts
      received by the Trustee for such Distribution Date as the Substitution
      Adjustment Amount or the Purchase Price of a Deleted Mortgage Loan or a Mortgage
      Loan repurchased by the Seller or the Servicer as of the Distribution Date
      including proceeds received with respect to the termination of the Trust Fund
      pursuant to Section 9.01; and 

     

    (v)  with
      respect to the Distribution Date immediately following the end of the Funding
      Period, any amounts remaining in the Pre-Funding Accounts after giving effect
      to
      any purchase of Subsequent Mortgage Loans;

     

    minus

     

    (vi) amounts
      in reimbursement for Advances previously made and other expenses reimbursable
      to
      the Servicer with respect to the Mortgage Loans pursuant to this Agreement
      (other than amounts included in clause (vii) below);

     

    (vii) amounts
      reimbursable or payable to the Servicer, Depositor, NIMS Insurer or the Seller
      for such Distribution Date pursuant to Section 6.03.

     

    (viii) any
      Net
      Swap Payment or Swap Termination Payment owed to the Swap Provider (to the
      extent not paid by the Supplemental Interest Trust Trustee from any upfront
      payment received pursuant to any replacement interest rate swap agreement that
      may be entered into by the Supplemental Interest Trust Trustee and other than
      Swap Termination Payments resulting from a Swap Provider Trigger
      Event).

     

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

     

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

     

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

     

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

     

    Certificate
      Account:
      The
      separate Eligible Account or Accounts created and maintained by the Servicer
      pursuant to Section 3.06(d) with a depository institution in the name of the
      Servicer for the benefit of the Trustee on behalf of Certificateholders and
      designated “[IndyMac Bank, F.S.B]., in trust for the registered holders of Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
      ].”

     

    Certificate
      Balance:
      For any
      Certificate (other than a Class R, Class R-X or a Class C Certificate) at any
      date, the maximum dollar amount of principal to which the Holder of the
      Certificate is then entitled, such amount being equal to the Certificate’s
      Denomination plus
      any
      increases in the Certificate Balance of such Certificate pursuant to Section
      4.04 due to the receipt of Subsequent Recoveries minus
      all
      distributions of principal previously made with respect thereto and, in the
      case
      of any Subordinated Certificate, reduced by any Applied Realized Loss Amounts
      applicable to any such Subordinated Certificates. With respect to the Class
      C
      Certificates as of any date of determination, an amount equal to the excess,
      if
      any, of (A) the then aggregate Uncertificated Balance of the REMIC III Regular
      Interests over (B) the then aggregate Certificate Balance of the Class A
      Certificates, Subordinated Certificates and Class P Certificates then
      outstanding. The Class R and Class R-X Certificates have no Certificate
      Balance.

     

    Certificate
      Group:
      Any of
      the Group I Certificates or the Group II Certificates, as
      applicable.

     

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

     

    Certificate
      Register:
      The
      register maintained pursuant to Section 5.02.

     

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

     

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

     

    Class
      A Certificates: As
      specified in the Preliminary Statement.  

     

    Class
      A Principal Distribution Amount:
      For any
      Distribution Date, the [sum of the Group I Senior Principal Distribution Amount
      and the Group II] Senior Principal Distribution Amount for that Distribution
      Date.

     

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

     

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

     

    Class
      C Interest:
      An
      uncertificated interest in the Trust Fund held by the Trustee on behalf of
      the
      Holders of the Class C Certificates, evidencing (i) a REMIC Regular Interest
      in
      REMIC IV and (ii) beneficial ownership of the Excess Reserve Fund
      Account.

     

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

     

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

     

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

     

    Class
      M Certificate:
      Any of
      the Subordinated Certificates.

     

    Class
      M-1 Principal Distribution Amount:
      For any
      Distribution Date, the excess
      of

     

    
      	
              (i)

            	
              the
                sum
                of

            


    

     

    (A) the
      aggregate Class Certificate Balance of the Class A Certificates (after taking
      into account distribution of the Class A Principal Distribution Amount on such
      Distribution Date) and

     

    (B) the
      Class
      Certificate Balance of the Class M-1 Certificates immediately before such
      Distribution Date over

     

    
      	
              (ii)

            	
              the
                lesser
                of

            


    

     

    (A) [
      ]% of
      the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
      last day of the related Remittance Period (after giving effect to Principal
      Prepayments received in the Prepayment Period relating to such Distribution
      Date) and

     

    (B) an
      amount, not less than zero, equal to the aggregate Stated Principal Balance
      of
      all of the Mortgage Loans as of the last day of the related Remittance Period
      (after giving effect to Principal Prepayments received in the Prepayment Period
      relating to such Distribution Date) minus
      [ ]% of
      the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
      Date
      Mortgage Loans and (b) the Original Pre-Funded Amounts;

     

    provided,
      that if on any Distribution Date, the Class M-1 Certificates are the only Class
      of Subordinated Certificates outstanding, the Class M-1 Principal Distribution
      Amount shall equal the lesser of the Class Certificate Balance of such Class
      immediately prior to such Distribution Date and the Principal Distribution
      Amount for such Distribution Date.

     

    Class
      M-2 Principal Distribution Amount:
      For any
      Distribution Date, the excess
      of

     

    
      	
              (i)

            	
              the
                sum
                of

            


    

     

    (A) the
      aggregate Class Certificate Balance of the Class A Certificates (after taking
      into account distribution of the Class A Principal Distribution Amount on such
      Distribution Date),

     

    (B) the
      Class
      Certificate Balance of the Class M-1 Certificates (after taking into account
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date) and

     

    (C) the
      Class
      Certificate Balance of the Class M-2 Certificates immediately before such
      Distribution Date over

     

    
      	
              (ii)

            	
              the
                lesser
                of

            


    

     

    (A) [
      ]% of
      the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
      last day of the related Remittance Period (after giving effect to Principal
      Prepayments received in the Prepayment Period relating to such Distribution
      Date) and

     

    (B) an
      amount, not less than zero, equal to the aggregate Stated Principal Balance
      of
      all of the Mortgage Loans as of the last day of the related Remittance Period
      (after giving effect to Principal Prepayments received in the Prepayment Period
      relating to such Distribution Date) minus
      [ ]% of
      the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
      Date
      Mortgage Loans and (b) the Original Pre-Funded Amounts;

     

    provided,
      that if on any Distribution Date, the Class M-2 Certificates are the only Class
      of Subordinated Certificates outstanding, the Class M-2 Principal Distribution
      Amount shall equal the lesser of the Class Certificate Balance of such Class
      immediately prior to such Distribution Date and the Principal Distribution
      Amount for such Distribution Date.

     

    Class
      M-3 Principal Distribution Amount:
      For any
      Distribution Date, the excess
      of

     

    
      	
              (i)

            	
              the
                sum
                of

            


    

     

    (A) the
      aggregate Class Certificate Balance of the Class A Certificates (after taking
      into account distribution of the Class A Principal Distribution Amount on such
      Distribution Date),

     

    (B) the
      Class
      Certificate Balance of the Class M-1 Certificates (after taking into account
      distribution of the Class M-1 Principal Distribution Amount on such Distribution
      Date),

     

    (C) the
      Class
      Certificate Balance of the Class M-2 Certificates (after taking into account
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date) and

     

    (D) the
      Class
      Certificate Balance of the Class M-3 Certificates immediately before such
      Distribution Date over

     

    
      	
              (ii)

            	
              the
                lesser
                of

            


    

     

    (A) [
      ]% of
      the aggregate Stated Principal Balance of all of the Mortgage Loans as of the
      last day of the related Remittance Period (after giving effect to Principal
      Prepayments received in the Prepayment Period relating to such Distribution
      Date) and

     

    (B) an
      amount, not less than zero, equal to the aggregate Stated Principal Balance
      of
      all of the Mortgage Loans as of the last day of the related Remittance Period
      (after giving effect to Principal Prepayments received in the Prepayment Period
      relating to such Distribution Date) minus
      [ ]% of
      the sum of (a) the aggregate Cut-off Date Principal Balance of the Closing
      Date
      Mortgage Loans and (b) the Original Pre-Funded Amounts;

     

    provided,
      that if on any Distribution Date, the Class M-3 Certificates are the only Class
      of Subordinated Certificates outstanding, the Class M-3 Principal Distribution
      Amount shall equal the lesser of the Class Certificate Balance of such Class
      immediately prior to such Distribution Date and the Principal Distribution
      Amount for such Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Class
      R-V Interest:
      The
      uncertificated Residual Interest in REMIC V.

     

    Class
      R-VI Interest:
      The
      uncertificated Residual Interest in REMIC VI.

     

    Class
      R-VII Interest:
      The
      uncertificated Residual Interest in REMIC VII.

     

    Class
      R-X Certificate:
      The
      Class R-X Certificate executed by the Trustee, and authenticated and delivered
      by the Certificate Registrar, evidencing the ownership of the Class R-V
      Interest, the Class R-VI Interest and the Class R-VII Interest. 

     

    Closing
      Date:
      [  ].

     

    Closing
      Date Mortgage Loan: Each
      Mortgage Loan sold and assigned by the Seller to the Trust Fund on the Closing
      Date.

     

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

     

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

     

    Collection
      Account:
      The
      separate Eligible Account or Accounts created and maintained by the Servicer
      pursuant to Section 3.06(c) with a depository institution in the name of the
      Servicer for the benefit of the Trustee on behalf of the Certificateholders
      and
      designated “IndyMac Bank, F.S.B., in trust for the registered holders of Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
      ].”

     

    Commission.
      The
      United States Securities and Exchange Commission.

     

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

     

    Corporate
      Trust Office:
      The
      designated office of the Trustee [and the Supplemental Interest Trust Trustee]
      in the State of [California] at which at any particular time its corporate
      trust
      business with respect to this Agreement is administered, which office at the
      date of the execution of this Agreement is located at [1761 East St. Andrew
      Place, Santa Ana, California 92705], Attn: Corporate Trust Administration IN-[
      ]
      (IndyMac ABS, Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series INABS
      20__-[ ]), facsimile no. (714) 247-6285 and which is the address to which
      notices to and correspondence with the Trustee or the Supplemental Interest
      Trust Trustee should be directed.

     

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

     

    
      	
              REMIC
                III Regular Interest

            	
              Class

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            


    

    


     

    Credit
      Enhancement Percentage:
      For any
      Distribution Date and any Class of Class A or Subordinated Certificates, the
      percentage obtained by dividing (x) the sum
      of
      (i) the
      aggregate Class Certificate Balances of all Classes of Certificates subordinated
      to such Class and (ii) the Overcollateralization Amount (in each case taking
      into account the distributions of the Principal Distribution Amount for such
      Distribution Date) by (y) the sum of the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Remittance
      Period and
      any
      amounts on deposit in the Pre-Funding Accounts as of the close of business
      on
      such Distribution Date.

     

    Cumulative
      Net Loss Trigger Event:
      With
      respect to any Distribution Date on or after the Stepdown Date, if the
      percentage obtained by dividing (x) the aggregate amount of Realized Losses
      incurred from the Cut-off Date through the last day of the related Remittance
      Period (reduced by the aggregate amount of Subsequent Recoveries received
      through the last day of that Remittance Period) by (y) the aggregate Cut-off
      Date Principal Balance of the Closing Date Mortgage Loans plus the Original
      Pre-Funded Amounts exceeds (a) [ ]% for the first month, plus an additional
      1/12th
      of [ ]%
      for each month thereafter, from [ ] through [ ]; (b) [ ]% for the first month,
      plus an additional 1/12th
      of [ ]%
      for each month thereafter, from [ ] through [ ]; (c) [ ]% for the first month,
      plus an additional 1/12th
      of [ ]%
      for each month thereafter, from [ ] through [ ]; (d) [ ]% for the first month,
      plus an additional 1/12th
      of [ ]%
      for each month thereafter, from [ ] to [ ]; and (e) [ ]%, from [ ] and each
      month thereafter.

     

    Cut-off
      Date:
      As to
      any Closing Date Mortgage Loans, [ ]. As to any Subsequent Mortgage Loans,
      the
      related Subsequent Cut-off Date.

     

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

     

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

     

    Defaulting
      Party:
      As
      defined in the Swap Agreement.

     

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

     

    Definitive
      Certificates:
      As
      specified in the Preliminary Statement..

     

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

     

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

     

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

     

    (B) for
      the
      remaining 30% of the Closing Date Mortgage Loans in each Loan Group, not later
      than five (5) Business Days following the Closing Date.

     

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

     

    Delayed
      Delivery Subsequent Mortgage Loans:
      The
      Subsequent Mortgage Loans

    identified
      on the Mortgage Loan Schedule, for which neither a related Mortgage File nor
      the

    Mortgage
      Note (or lost note affidavit for a lost Mortgage Note) has been delivered to
      the

    Trustee
      by the Subsequent Transfer Date. 

     

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

     

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

     

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

     

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

     

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

     

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

     

    Distribution
      Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 3.06(f) in the name of the Trustee for the benefit of the
      Certificateholders and designated “[Trustee] in trust for registered holders of
      IndyMac Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
      ].” Funds in the Distribution Account shall be held in trust for the
      Certificateholders for the uses and purposes set forth in this
      Agreement.

     

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

     

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

     

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

     

    Eligible
      Account:
      Any
      of

     

    (i) an
      account maintained with a federal or state chartered depository institution
      or
      trust company, the short-term unsecured debt obligations of which (or, in the
      case of a depository institution or trust company that is the principal
      subsidiary of a holding company, the debt obligations of the holding company,
      but only if Moody’s is not a Rating Agency) have the highest short-term ratings
      of each Rating Agency at the time any amounts are held on deposit therein,
      or

     

    (ii) [reserved],
      or

     

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

     

    (iv) any
      other
      account acceptable to each Rating Agency without reduction or withdrawal of
      their then current ratings of the Certificates or any NIM Insurer-guaranteed
      NIM
      Notes, as evidenced by a letter from each Rating Agency to the Trustee and
      the
      NIM Insurer.

     

    Eligible
      Accounts may bear interest, and may include, if otherwise qualified under this
      definition, accounts maintained with the Trustee.

     

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

     

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

     

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

     

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

     

    Event
      of Default:
      As
      defined in Section 7.01.

     

    Excess
      Overcollateralization Amount:
      For any
      Distribution Date, the excess,
      if any, of
      (a) the
      Overcollateralization Amount on such Distribution Date over
      (b) the
      Overcollateralization Target Amount for such Distribution Date.

     

    Excess
      Proceeds:
      For any
      Liquidated Mortgage Loan, the excess
      of

     

    (a) all
      Liquidation Proceeds from the Mortgage Loan received in the calendar month
      in
      which the Mortgage Loan became a Liquidated Mortgage Loan, net of any amounts
      previously reimbursed to the Servicer as Nonrecoverable Advances with respect
      to
      the Mortgage Loan pursuant to Section 3.09(a)(ii), over

     

    (b) the
      sum
      of
      (i) the
      unpaid principal balance of the Liquidated Mortgage Loan as of the Due Date
      in
      the month in which the Mortgage Loan became a Liquidated Mortgage Loan
plus
      (ii)
      accrued interest at the Mortgage Rate from the Due Date for which interest
      was
      last paid or advanced (and not reimbursed) to Certificateholders up to the
      Due
      Date applicable to the Distribution Date following the calendar month during
      which the liquidation occurred.

     

    Excess
      Reserve Fund Account:
      The
      separate Eligible Account created and maintained by the Trustee pursuant to
      Section 3.06(d) in the name of the Trustee for the benefit of the
      Certificateholders and designated “[Trustee] in trust for registered holders of
      IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ].”
Funds in the Excess Reserve Fund Account shall be held in trust for the
      Certificateholders for the uses and purposes set forth in this Agreement. The
      Excess Reserve Fund Account will not be an asset of any REMIC.

     

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

     

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

     

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

     

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

     

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

     

    Extra
      Principal Distribution Amount:
      As of
      any Distribution Date, the sum of (i) the lesser
      of
      (x) the
      Total Monthly Excess Spread for such Distribution Date and (y) the
      Overcollateralization Deficiency for such Distribution Date and (ii) the amount
      received from the Supplemental Interest Trust pursuant to Section
      4.05(c)(3).

     

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

     

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

     

    Fitch:
      Fitch,
      Inc., or any successor thereto. If Fitch is designated as a Rating Agency in
      the
      Preliminary Statement, for purposes of Section 10.05(b) the address for notices
      to Fitch shall be Fitch, Inc., One State Street Plaza, New York, New York 10004,
      Attention: MBS Monitoring - IndyMac INABS 20__-[ ], or any other address Fitch
      furnishes to the Depositor and the Servicer.

     

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

     

    Funding
      Period: The
      period beginning on the Closing Date and ending on the earlier to occur of
      (i)
      the date upon which the amounts on deposit in the Pre-Funding Accounts have
      been
      reduced to zero or (ii) [ ].

     

    Group
      I Allocation Percentage: For
      any
      Distribution Date, the percentage equivalent of a fraction, the numerator of
      which is aggregate Stated Principal Balance of the Group I Mortgage Loans on
      such Distribution Date plus any amounts on deposit in the Group I Pre-Funding
      Account as of the close of business on such Distribution Date and the
      denominator of which is the sum of the aggregate Stated Principal Balance of
      the
      Group I Mortgage Loans and the Group II Mortgage Loans on such Distribution
      Date
      plus any amounts on deposit in the Pre-Funding Accounts at of the close of
      business on such Distribution Date.

     

    Group
      I Certificates:
      As
      specified in the Preliminary Statement.

     

    Group
      I Interest Remittance Amount:
      For any
      Distribution Date, the portion of clauses (i) through (iv) of Available Funds
      with respect to Loan Group I that is attributable to interest minus the sum
      of
      the amounts included in clause (vi) (to the extent related to interest on the
      Group I Mortgage Loans) of Available Funds and (y) the Group I Allocation
      Percentage of the sum of the amounts included in clauses (vii) and (viii) of
      Available Funds.

     

    Group
      I Maximum Cap:
      For a
      Class of Group I Certificates and any Distribution Date, the per annum rate
      (subject to adjustment based on the actual number of days elapsed in the related
      Interest Accrual Period) equal
      to
      (i) the
      sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage
      Rates of the Group I Mortgage Loans and (y) the Group I Allocation Percentage
      of
      any Net Swap Payment made by the Swap Provider, if any, multiplied by 12
over
      (ii) the
      aggregate Stated Principal Balance of the Mortgage Loans.

     

    Group
      I Mortgage Loan:
      Each
      Mortgage Loan identified in the Mortgage Loan Schedule as a “Group I Mortgage
      Loan”, each such Mortgage Loan having an original principal that conforms to
      Freddie Mac requirements.

     

    Group
      I Net WAC Cap:
      For any
      Distribution Date and a Class of Group I Certificates, the per annum rate
      (subject to adjustment based on the actual number of days elapsed in the related
      Interest Accrual Period) equal to  (x) the weighted average of the
      Expense Adjusted Net Mortgage Rates of the Group I Mortgage Loans for such
      Distribution Date (weighted based on the aggregate Stated Principal Balance
      of
      the Group I Mortgage Loans as of the first
      day
      of the related Remittance Period, adjusted to reflect unscheduled principal
      payments made thereafter that were included in the Principal Distribution Amount
      on the immediately preceding Distribution Date,
      and the
      amount in the Group I Pre-Funding Account) minus (y) a fraction, expressed
      as a
      percentage, (i) the numerator of which is equal to the product of twelve
      multiplied by the Group I Allocation Percentage of any Net Swap Payment or
      Group
      I Allocation Percentage of any Swap Termination Payment (to the extent not
      paid
      by the Supplemental Interest Trust Trustee from any upfront payment received
      pursuant to any replacement interest rate swap agreement that may be entered
      into by the Supplemental Interest Trust Trustee and only if such Swap
      Termination Payment was not due to an event of default or certain termination
      events with respect to the Swap Provider) made to the Swap Provider, if any,
      and
      (ii) the denominator of which is equal to the aggregate Stated Principal Balance
      of the Group I Mortgage Loans as of the first day of the related Remittance
      Period, adjusted to reflect unscheduled principal payments made thereafter
      that
      were included in the Principal Distribution Amount on the immediately preceding
      Distribution Date, plus any amounts on deposit in the Group I Pre-Funding
      Account.

    


    For
      federal income tax purposes, the equivalent of the foregoing shall be expressed
      as a
      per
      annum rate (subject to adjustment based on the actual number of days elapsed
      in
      the related Interest Accrual Period) equal to
      the
      weighted average of the REMIC III Remittance Rate on REMIC III Regular Interest
      LT1GRP, weighted on the basis of the Uncertificated Balance of such REMIC III
      Regular Interest.

    


     

    Group
      I Pre-Funding Account: The
      account established and maintained pursuant to Section 3.22.

     

    Group
      I Principal Distribution Amount:
      For any
      Distribution Date, the product
      of:

     

    (x) the
      Principal Distribution Amount for such Distribution Date and

     

    (y) a
      fraction, the numerator of which is the Principal Remittance Amount for Loan
      Group I for that Distribution Date and the denominator of which is the Principal
      Remittance Amount for both Loan Groups for such Distribution Date;

     

    plus,
      in
      the
      case of the Distribution Date immediately following the end of the Funding
      Period, any amounts remaining in the Group I Pre-Funding Account and not used
      by
      the Trustee to purchase Subsequent Mortgage Loans to be included in Loan Group
      I.

     

    Group
      I Senior Principal Distribution Amount:
      For any
      Distribution Date,   any
      amount equal to the excess
      of

     

    (A) the
      aggregate Class Certificate Balance of the Group I Certificates as of the day
      immediately preceding such Distribution Date over

     

    (B) the
      lesser of (x) the product of (i) [ ]% and (ii) the aggregate Stated Principal
      Balances of all the Mortgage Loans in Loan Group I as of the last day of the
      related Remittance Period (after giving effect to Principal Prepayments received
      in the Prepayment Period related to that Distribution Date) and (y) an
      amount, not less than zero, equal to the aggregate Stated Principal Balance
      of
      all the Mortgage Loans in Loan Group I as of the last day of the related
      Remittance Period (after giving effect to Principal Prepayments received in
      the
      Prepayment Period related to that Distribution Date) plus any amounts on deposit
      in the Group I Pre-Funding Account as of the close of business minus
      [ ]% of
      the sum of (a) the aggregate Cut-off Date Principal Balance of the Group I
      Closing Date Mortgage Loans and (b) the Group I Original Pre-Funded
      Amount.

     

    Group
      II Allocation Percentage:
      For any
      Distribution Date, the percentage equivalent of a fraction, the numerator of
      which is the aggregate Stated Principal Balance of the Group II Mortgage Loans
      on such Distribution Date plus any amounts on deposit in the Group II
      Pre-Funding Account as of the close of business on such Distribution Date and
      the denominator of which is the sum of the aggregate Stated Principal Balance
      of
      the Group I Mortgage Loans on such Distribution Date and the Group II Mortgage
      Loans plus any amounts on deposit in the Pre-Funding Accounts as of the close
      of
      business on such Distribution Date.

     

    Group
      II Certificates:
      As
      specified in the Preliminary Statement.

     

    Group
      II Interest Remittance Amount:
      For any
      Distribution Date, the portion of clauses (i) through (iv) of Available Funds
      with respect to Loan Group II that is attributable to interest minus the sum
      of
      the amounts included in clause (vi) (to the extent related to interest on the
      Group II Mortgage Loans) of Available Funds and (y) the Group II Allocation
      Percentage of the sum of the amounts included in clauses (vii) and (viii) of
      Available Funds.

     

    Group
      II Maximum Cap:
      For a
      Class of Group II Certificates and any Distribution Date, the per annum rate
      (subject to adjustment based on the actual number of days elapsed in the related
      Interest Accrual Period) equal
      to
      (i) the
      sum of (x) the weighted average of the Expense Adjusted Net Maximum Mortgage
      Rates of the Group II Mortgage Loans and (y) the Group II Allocation Percentage
      of any Net Swap Payment made by the Swap Provider, if any, multiplied by 12
      over
      (ii) the
      aggregate Stated Principal Balance of the Mortgage Loans on such Distribution
      Date.

     

    Group
      II Mortgage Loan:
      Each
      Mortgage Loan identified on the Mortgage Loan Schedule as being a “Group II
      Mortgage Loan”..

     

    Group
      II Net WAC Cap:
      For any
      Distribution Date and a Class of Group II Certificates, the per annum rate
      (subject to adjustment based on the actual number of days elapsed in the related
      Interest Accrual Period) equal to (x) the weighted average of the Expense
      Adjusted Net Mortgage Rates of the Group II Mortgage Loans for such Distribution
      Date (weighted based on the aggregate Stated Principal Balance of the Group
      II
      Mortgage Loans as of the first day of the related Remittance Period, adjusted
      to
      reflect unscheduled principal payments made thereafter that were included in
      the
      Principal Distribution Amount on the immediately preceding Distribution Date,
      and the amount in the Group II Pre-Funding Account) minus (y) a fraction,
      expressed as a percentage, (i) the numerator of which is equal to the product
      of
      twelve multiplied by the Group II Allocation Percentage of any Net Swap Payment
      or Group II Allocation Percentage of any Swap Termination Payment (to the extent
      not paid by the Supplemental Interest Trust Trustee from any upfront payment
      received pursuant to any replacement interest rate swap agreement that may
      be
      entered into by the Supplemental Interest Trust Trustee and only if such Swap
      Termination Payment was not due to an event of default or certain termination
      events with respect to the Swap Provider) made to the Swap Provider, if any,
      and
      (ii) the denominator of which is equal to the aggregate Stated Principal Balance
      of the Group II Mortgage Loans as of the first day of the related Remittance
      Period, adjusted to reflect unscheduled principal payments made thereafter
      that
      were included in the Principal Distribution Amount on the immediately preceding
      Distribution Date, plus any amounts on deposit in the Group II Pre-Funding
      Account.

    


    For
      federal income tax purposes, the equivalent of the foregoing shall be expressed
      as a per annum rate (subject to adjustment based on the actual number of days
      elapsed in the related Interest Accrual Period) equal to the weighted average
      of
      the REMIC III Remittance Rate on REMIC III Regular Interest LT2GRP, weighted
      on
      the basis of the Uncertificated Balance of such REMIC III Regular
      Interest.

     

    Group
      II Pre-Funding Account: The
      account established and maintained pursuant to Section 3.22.

     

    Group
      II Principal Distribution Amount:
      For any
      Distribution Date, the product
      of:

     

    (x) the
      Principal Distribution Amount for such Distribution Date and

     

    (y) a
      fraction, the numerator of which is the Principal Remittance Amount for Loan
      Group II for that Distribution Date and the denominator of which is the
      Principal Remittance Amount for both Loan Groups for such Distribution
      Date;

     

    plus,
      in
      the
      case of the Distribution Date immediately following the end of the Funding
      Period, any amounts remaining in the Group II Pre-Funding Account and not used
      by the Trustee to purchase Subsequent Mortgage Loans to be included in Loan
      Group II.

     

    Group
      II Senior Principal Distribution Amount:
      For any
      Distribution Date, any amount equal to the excess
      of

     

    (A) the
      aggregate Class Certificate Balance of the Group II Certificates as of the
      day
      immediately preceding such Distribution Date over

     

    (B) the
      lesser of (x) the product of (i) [ ]% and (ii) the aggregate Stated Principal
      Balances of all the Mortgage Loans in Loan Group II as of the last day of the
      related Remittance Period (after giving effect to principal prepayments received
      in the Prepayment Period related to that Distribution Date) and (y) an
      amount, not less than zero, equal to the aggregate Stated Principal Balance
      of
      all the Mortgage Loans in Loan Group II as of the last day of the related
      Remittance Period (after giving effect to principal prepayments received in
      the
      Prepayment Period related to that distribution date) plus any amounts on deposit
      in the Group II Pre-Funding Account as of the close of business on such
      Distribution Date minus
      [ ]% of
      the sum of (a) the aggregate Cut-off Date Principal Balance of the Group II
      Closing Date Mortgage Loans and (b) the Group II Original Pre-Funded
      Amount.

     

    Highest
      Priority:
      For any
      date of determination, the Class of Subordinated Certificates then outstanding
      with a Certificate Principal Balance greater than zero, with the highest
      priority for payments pursuant to Section 4.01.

     

    Indenture:
      The
      indenture, or document of similar import, if any, pursuant to which any NIM
      Notes are issued.

     

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

     

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

     

    Initial
      Group I Mortgage Loans: The
      Closing Date Mortgage Loans in Loan Group I.

     

    Initial
      Group II Mortgage Loans: The
      Closing Date Mortgage Loans in Loan Group II.

     

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

     

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

     

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

     

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

     

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

     

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

     

    LIBOR
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

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

     

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

     

    Loan
      Group:
      Any of
      Loan Group I or Loan Group II, as applicable.

     

    Loan
      Group I:
      The
      pool of Mortgage Loans identified on the Mortgage Loan Schedule as Group I
      Mortgage Loans.

     

    Loan
      Group II:
      The
      pool of Mortgage Loans identified on the Mortgage Loan Schedule as Group II
      Mortgage Loans.

     

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

     

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

     

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

     

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

     

    Margin:
      As to
      each adjustable-rate Mortgage Loan, the percentage amount on the related
      Mortgage Note added to the Index in calculating its Mortgage Rate.

     

    Marker
      Rate: With
      respect to the Class C Interest and any Distribution Date, a per annum rate
      equal to two (2) times the weighted average of the REMIC III Remittance Rates
      for each REMIC III Regular Interest (other than REMIC III Regular Interest
      LTAA,
      LT1SUB, LT1GRP, LT2SUB, LT2GRP, LTXX, LTIO and LTP) subject to a cap (for each
      such REMIC III Regular Interest other than REMIC III Regular Interest LTZZ)
      equal to the REMIC III Remittance Rate for the REMIC III Regular Interest the
      ownership of which is represented by the Corresponding Certificate for the
      purpose of this calculation; with the rate on REMIC III Regular Interest LTZZ
      subject to a cap of zero for the purpose of this calculation; provided, however,
      that solely for this purpose, calculations of the REMIC III Remittance Rate
      and
      the related caps with respect to each such REMIC III Regular Interest, other
      than REMIC III Regular Interest LTZZ, shall be multiplied by a fraction, the
      numerator of which is the actual number of days in the Interest Accrual Period
      and the denominator of which is 30.

     

    Maximum
      LTZZ Uncertificated Interest Deferral Amount:
      With
      respect to any Distribution Date, the excess
      of
      (i)
      accrued interest at the REMIC III Remittance Rate applicable to REMIC III
      Regular Interest LTZZ for such Distribution Date on a balance equal to the
      Uncertificated Balance of REMIC III Regular Interest LTZZ minus
      the
      REMIC III Overcollateralization Amount, in each case for such Distribution
      Date,
over
      (ii)
      Uncertificated Interest on REMIC III Regular Interest LT1A1, REMIC III Regular
      Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest
      LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4,
      REMIC
      III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular
      Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest
      LTM5,
      REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III
      Regular Interest LTM8 and REMIC III Regular Interest LTM9 for such Distribution
      Date, with the rate on each such REMIC III Regular Interest subject to a cap
      equal to the lesser
      of
      (i)
      LIBOR plus
      the
      related Pass-Through Margin and (ii) the related Net WAC Cap; provided, however,
      that solely for this purpose, calculations of the REMIC III Remittance Rate
      and
      the related caps with respect to REMIC III Regular Interest LT1A1, REMIC III
      Regular Interest LT1A2, REMIC III Regular Interest LT2A1 REMIC III Regular
      Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest
      LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC
      III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular
      Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest
      LTM7,
      REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9 shall be
      multiplied by a fraction, the numerator of which is the actual number of days
      in
      the Interest Accrual Period and the denominator of which is 30.

     

    Maximum
      Cap: Any
      of
      the Group I Maximum Cap, the Group II Maximum Cap or the Subordinated Maximum
      Cap, as the context requires. 

     

    Maximum
      Mortgage Rate:
      As to
      each adjustable-rate Mortgage Loan, the percentage set forth in the related
      Mortgage Note as the lifetime maximum mortgage rate to which such Mortgage
      Rate
      may be adjusted. As to each fixed-rate Mortgage Loan, the related Mortgage
      Rate.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              (i)  
                 

            	
              the
                loan number;

               

            
	
              (ii) 
                   

            	
              the
                Mortgagor’s name and the street address of the Mortgaged Property,
                including the zip code;

               

            
	
              (iii)    
                

            	
              the
                maturity date;

               

            
	
              (iv)    
                

            	
              the
                original principal balance;

               

            
	
              (v)    
                

            	
              the
                Cut-off Date Principal Balance or Subsequent Cut-off Date Principal
                Balance, as applicable;

               

            
	
              (vi)    
                

            	
              the
                first payment date of the Mortgage Loan;

               

            
	
              (vii)    
                

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

               

            
	
              (viii)    
                

            	
              the
                Loan-to-Value Ratio at origination;

               

            
	
              (ix)    
                

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

               

            
	
              (x)    
                

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

               

            
	
              (xi)    
                

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

               

            
	
              (xii)    
                

            	
              the
                purpose for the Mortgage Loan;

               

            
	
              (xiii)    
                

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

               

            
	
              (xiv)    
                

            	
              with
                respect to the adjustable-rate Mortgage Loans:

               

            
	 	
              (a) the
                Maximum Mortgage Rate;

               

            
	 	
              (b) the
                Periodic Rate Cap;

               

            
	 	
              (c) the
                Adjustment Date;

               

            
	 	
              (d) the
                Margin; and

               

            
	 	
              (e) the
                Index;

               

            
	
              (xv)    
                

            	
              a
                code indicating whether the Mortgage Loan is a Performance
                Loan;

               

            
	
              (xvi)    
                

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

               

            
	
              (xvii)    
                

            	
              a
                code indicating if such Mortgage Loan is a Group I Mortgage Loan
                or Group
                II Mortgage Loan;

               

            
	
              (xviii)    
                

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

               

            
	
              (xix)    
                

            	
              the
                coverage amount of any mortgage insurance;

               

            
	
              (xx)    
                

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

               

            
	
              (xxi)    
                

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

               

            
	
              (xxii)    
                

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

               

            
	
              (xxiii)    
                

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

               

            


    

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

     

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

     

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

     

    Mortgaged
      Property:
      The
      underlying property securing a Mortgage Loan.

     

    Mortgagor:
      The
      obligors on a Mortgage Note.

     

    Net
      Prepayment Interest Shortfall:
      For any
      Distribution Date and a Loan Group, the excess
      of
      the
      Prepayment Interest Shortfalls for such Distribution Date and such Loan Group
      over
      the
sum
      of
      (i) the
      Compensating Interest for such Loan Group and such Distribution Date and (ii)
      the excess
      of
      the
      Compensating Interest for the other Loan Group over
      the
      Prepayment Interest Shortfalls for such other Loan Group.

     

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

     

    Net
      WAC Cap:
      Any of
      the Group I Net WAC Cap, the Group II Net WAC Cap or the Subordinated Net WAC
      Cap, as the context requires.

     

    Net
      WAC Cap Carry Forward Amount:
      For any
      Class of Certificates and any Distribution Date, an amount equal to the
      aggregate amount of Net WAC Shortfall for such Class on such Distribution Date
      (to the extent not covered by payments from the Excess Reserve Fund Account
      or
      the Supplemental Interest Trust), plus any unpaid Net WAC Cap Carry Forward
      Amount for such Class from prior Distribution Dates (and interest accrued
      thereon at the then applicable Pass-Through Rate on that Class of Certificates,
      without giving effect to the applicable Net WAC Cap). 

     

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

     

    NIM
      Insurer:
      Any
      insurer guarantying at the request of the Seller certain payments under the
      NIM
      Notes.

     

    NIM
      Notes:
      Net
      interest margin securities, if any, which are secured by the cash flow on the
      Class C and/or Class P Certificates.

     

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

     

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

     

    Notional
      Amount:
      With
      respect to the Class C Interest and any Distribution Date, the aggregate
      Uncertificated Balance of the REMIC III Regular Interests (other than REMIC
      III
      Regular Interest LTP) immediately prior to Distribution Date.

     

    Offered
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

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

     

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

     

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

     

    Original
      Group I Pre-Funded Amount: The
      amount deposited by the Depositor in the Group I Pre-Funding Account on the
      Closing Date, which amount is $[ ].

     

    Original
      Group II Pre-Funded Amount. The
      amount deposited by the Depositor in the Group II Pre-Funding Account on the
      Closing Date, which amount is $[ 
      ].

     

    Original
      Pre-Funded Amounts: The
      Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount,
      as applicable. 

     

    OTS:
      The
      Office of Thrift Supervision.

     

    Outstanding:
      For the
      Certificates as of any date of determination, all Certificates theretofore
      executed and authenticated under this Agreement except:

     

    (i) Certificates
      theretofore canceled by the Trustee or delivered to the Trustee for
      cancellation; and

     

    (ii) Certificates
      in exchange for which or in lieu of which other Certificates have been executed
      and delivered by the Trustee pursuant to this Agreement.

     

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

     

    Overcollateralization
      Amount:
      For any
      Distribution Date, the excess
      of

     

    (a) the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Distribution
      Date, plus any amounts on deposit in the Pre-Funding Accounts as of the close
      of
      business on such Distribution Date (exclusive of any investment income therein)
      over

     

    (b) the
      aggregate Class Certificate Balance of the Class A, Subordinated and Class
      P
      Certificates on such Distribution Date (assuming 100% of the Principal
      Remittance Amount is distributed to those Certificates on such Distribution
      Date).

     

    Overcollateralization
      Deficiency:
      For any
      Distribution Date, the excess
      of (a)
      the Overcollateralization Target Amount applicable to such Distribution Date
      over
      (b) the
      Overcollateralization Amount for that Distribution Date.

     

    Overcollateralization
      Target Amount: With
      respect to any Distribution Date: (i) prior to the Stepdown Date, an amount
      equal to [ ]% of the sum of the Cut-off Date Principal Balance of the Closing
      Date Mortgage Loans plus the Original Pre-Funded Amounts (ii) on or after the
      Stepdown Date and provided that a Trigger Event is not in effect, an amount
      equal to the greater of (x) [ ]% of the then current aggregate outstanding
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Remittance Period (after giving effect to Scheduled Payments of principal due
      during the related Remittance Period to the extent received or advanced and
      Principal Prepayments received during the Prepayment Period related to such
      Distribution Date) and (y) [ ]% of the sum of (1) the aggregate Cut-off Date
      Principal Balance of the Closing Date Mortgage Loans plus (2) the Original
      Pre-Funded Amounts or (iii) if a Trigger Event is in effect, the
      Overcollateralization Target Amount for the immediately preceding Distribution
      Date. Notwithstanding the foregoing, on and after any Distribution Date
      following the reduction of the aggregate Class Certificate Balance of the Class
      A and Subordinate Certificates to zero the Overcollateralization Target Amount
      shall be zero.

     

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

     

    Pass-Through
      Margin:
      For
      each Class of Class A and Subordinate Certificates for the Interest Accrual
      Period for each Distribution Date on or before the Optional Termination Date,
      the respective amount set forth below:

     

    
      	
              Class

            	
              Pass-Through
                Margin

            
	
              [
                ]

            	
              [
                ]%

            
	
              [
                ]

            	
              [
                ]%

            
	
              [
                ]

            	
              [
                ]%

            
	
              [
                ]

            	
              [
                ]%

            
	
              [
                ]

            	
              [
                ]%

            
	
              [
                ]

            	
              [
                ]%

            
	
              [
                ]

            	
              [
                ]%

            
	
              [
                ]

            	
              [
                ]%

            


    

    


     

    For
      the
      Interest Accrual Period for each Distribution Date after the Optional
      Termination Date, the Pass-Through Margin for each of the Class 1A-1, Class
      1A-2, Class 2A-1, Class 2A-2 and Class 2A-3 Certificates shall be [ ] times
      its
      initial margin and the Pass-Through Margin for each Class of Subordinated
      Certificates shall be [ ] times its initial margin.

     

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

     

    With
      respect to the Class C Interest and any Distribution Date, a rate per annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      the
      sum of the amounts calculated pursuant to clauses (A) through (R) below, and
      the
      denominator of which is the aggregate Uncertificated Balance of REMIC III
      Regular Interest LTAA, REMIC III Regular Interest LT1A1, REMIC III Regular
      Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest
      LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4,
      REMIC
      III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular
      Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest
      LTM5,
      REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III
      Regular Interest LTM8, REMIC III Regular Interest LTM9 and REMIC III Regular
      Interest LTZZ. For purposes of calculating the Pass-Through Rate for the Class
      C
      Interest, the numerator is equal to the sum of the following
      components:

     

    (A) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTAA minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTAA;

     

    (B) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LT1A1 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LT1A1;

     

    (C) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LT1A2 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LT1A2;

     

    (D) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LT2A1 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LT2A1;

     

    (E) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LT2A2 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LT2A2;

     

    (F) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LT2A3 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LT2A3;

     

    (G) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LT2A4 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LT2A4;

     

    (H) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM1 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM1;

     

    (I) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM2 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM2;

     

    (J) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM3 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM3;

     

    (K) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM4 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM4;

     

    (L) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM5 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM5;

     

    (M) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM6 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM6;

     

    (N) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM7 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM7;

     

    (O) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM8 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM8;

     

    (P) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTM9 minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTM9;

     

    (Q) the
      REMIC
      III Remittance Rate for REMIC III Regular Interest LTZZ minus
      the
      Marker Rate, applied to an amount equal to the Uncertificated Balance of REMIC
      III Regular Interest LTZZ; and

     

    (R) 100%
      of
      the interest on REMIC III Regular Interest LTP.

     

    The
      Class
      P Certificates, Class R Certificates and Class R-X Certificates will not accrue
      interest and therefore will not have a Pass-Through Rate.

     

    With
      respect to the Class C Certificates, 100% of the interest distributable to
      the
      Class C Interest, expressed as a per annum rate.

     

    The
      Class
      IO Interest shall not have a Pass-Through Rate, but interest for such Regular
      Interest and each Distribution Date shall be an amount equal to 100% of the
      amounts distributable to REMIC III Regular Interest LTIO for such Distribution
      Date.

     

    REMIC
      VII
      Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
      interest for such Regular Interest and each Distribution Date shall be an amount
      equal to 100% of the amounts distributable to the Class IO Interest for such
      Distribution Date.

     

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

     

    Performance
      Loan:
      Adjustable-rate Mortgage Loans that provide borrowers the potential of margin
      reduction for good payment history. If, at the time of evaluation, the related
      borrower has made scheduled payments in full since the origination of the loan
      with a maximum of one late payment (which, however, cannot be in the month
      of
      evaluation), the Mortgage Loan is eligible for a reduction (ranging from 0.50%
      to 1.00%) in the margin used to calculate the Mortgage Rate.

     

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

     

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

     

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

     

    (ii)  general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or any lower rating that will not result in the downgrading
      or
      withdrawal of the ratings then assigned to the Certificates by the Rating
      Agencies, as evidenced by a signed writing delivered by each Rating
      Agency;

     

    (iii)  commercial
      or finance company paper that is then receiving the highest commercial or
      finance company paper rating of each Rating Agency, or any lower rating that
      will not result in the downgrading or withdrawal of the ratings then assigned
      to
      the Certificates by the Rating Agencies, as evidenced by a signed writing
      delivered by each Rating Agency;

     

    (iv)  certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal or state banking authorities; provided, that the commercial paper
      or
      long-term unsecured debt obligations of the depository institution or trust
      company (or in the case of the principal depository institution in a holding
      company system, the commercial paper or long-term unsecured debt obligations
      of
      the holding company, but only if Moody’s is not a Rating Agency) are then rated
      one of the two highest long-term and the highest short-term ratings of each
      Rating Agency for the securities, or any lower rating that will not result
      in
      the downgrading or withdrawal of the ratings then assigned to the Certificates
      by the Rating Agencies, as evidenced by a signed writing delivered by each
      Rating Agency;

     

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

     

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

     

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

     

    (viii) securities
      (other than stripped bonds, stripped coupons, or instruments sold at a purchase
      price in excess of 115% of their face amount) bearing interest or sold at a
      discount, issued by any corporation incorporated under the laws of the United
      States or any state thereof, that, at the time of the investment, have one
      of
      the two highest ratings of each Rating Agency (except that if the Rating Agency
      is Moody’s, the rating shall be the highest commercial paper rating of Moody’s
      for the securities), or any lower rating that will not result in the downgrading
      or withdrawal of the ratings then assigned to the Certificates by the Rating
      Agencies, as evidenced by a signed writing delivered by each Rating
      Agency;

     

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

     

    (x)  any
      other
      investments bearing interest or sold at a discount acceptable to the Rating
      Agencies that will not result in the downgrading or withdrawal of the ratings
      then assigned to the Certificates by the Rating Agencies, as evidenced by a
      signed writing delivered by each Rating Agency.

     

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

     

    Permitted
      Transferee:
      Any
      Person other than:

     

    (i)  the
      United States, any State or political subdivision thereof, or any agency or
      instrumentality of any of the foregoing;

     

    (ii)  a
      foreign
      government, International Organization, or any agency or instrumentality of
      either of the foregoing;

     

    (iii)  an
      organization (except certain farmers’ cooperatives described in Section 521 of
      the Code) that is exempt from tax imposed by Chapter 1 of the Code (including
      the tax imposed by Section 511 of the Code on unrelated business taxable income)
      on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with
      respect to any Residual Certificate;

     

    (iv)  rural
      electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
      Code;

     

    (v)  an
      “electing large partnership” as defined in Section 775 of the Code;

     

    (vi)  a
      Person
      that is not a U.S. Person; and

     

    (vii) any
      other
      Person so designated by the Depositor based on an Opinion of Counsel that the
      Transfer of an Ownership Interest in a Residual Certificate to the Person may
      cause any REMIC created under this Agreement to fail to qualify as a REMIC
      at
      any time that the Certificates are outstanding.

     

    The
      terms
“United
      States,”
      “State,”
and
      “International
      Organization”
have
      the meanings in Section 7701 of the Code or successor provisions. A corporation
      will not be treated as an instrumentality of the United States or of any State
      or political subdivision thereof for these purposes if all of its activities
      are
      subject to tax and, with the exception of the FHLMC, a majority of its board
      of
      directors is not selected by such government unit.

     

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

     

    Pool
      Insurer:
      MGIC
      Insurance Corporation, a Wisconsin private mortgage insurance corporation,
      or
      any successor in interest.

     

    Pool
      Policy:
      The
      mortgage pool insurance policy (policy #71-70289
      (3/06))
      dated
      the Closing Date and issued by the Pool Insurer.

     

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

     

    Pre-Funding
      Account: The
      Group
      I Pre-Funding Account or the Group II Pre-Funding Account, as
      applicable.

     

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

     

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

     

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

     

    (i)    
      the
      Mortgage Loan account number;

     

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

     

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

     

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

     

    (v)   
      the
      term
      of the Prepayment Charge;

     

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

     

    (vii) 
      the
      Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance,
      as
      applicable, of the related Mortgage Loan.

     

    The
      Prepayment Charge Schedule shall be amended from time to time by the Servicer
      in
      accordance with this Agreement and a copy of the amended schedule shall be
      delivered to the NIM Insurer.

     

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

     

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

     

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

     

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

     

    Principal
      Distribution Amount:
      For any
      Distribution Date, the sum
      of
      (i) the
      excess if (a) the Principal Remittance Amount for both Loan Groups and such
      Distribution Date over
      (b) the
      Excess Overcollateralization Amount, if any, for such Distribution Date and
      (ii)
      the Extra Principal Distribution Amount for the Distribution Date.

     

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

     

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

     

    Principal
      Remittance Amount:
      For any
      Distribution Date and Loan Group, the sum
      of
      the
      following amounts (without duplication) with respect to the Mortgage Loans
      in
      such Loan Group:

     

    (i)        
      the
      principal portion of all Scheduled Payments due during the related Remittance
      Period that were received by the Servicer before the related Determination
      Date
      or were part of the Advance for the related Determination Date;

     

    (ii)       
      each
      Principal Prepayment received by the Servicer during the related Prepayment
      Period;

     

    (iii)  the
      Liquidation Proceeds on the Mortgage Loans allocable to principal and Subsequent
      Recoveries actually collected by the Servicer during the preceding calendar
      month;

     

    (iv)  the
      principal portion of any Substitution Adjustment Amounts in connection with
      a
      substitution of a Mortgage Loan as of the Distribution Date;

     

    (v)       
      the
      principal portion of the Purchase Price with respect to each Deleted Mortgage
      Loan, the repurchase obligation for which arose during the preceding calendar
      month and that was repurchased before the related Distribution Account Deposit
      Date;

     

    (vi)      
      the
      principal portion of any proceeds from mortgage insurance or the Pool Policy
      on
      the Mortgage Loans in that Loan Group; and

     

    (vii)     
      the
      proceeds received with respect to the termination of the Trust Fund pursuant
      to
      Section 9.01 (to the extent such proceeds relate to principal and the Mortgage
      Loans included in that Group).

     

    Private
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

    PUD:
      Planned
      Unit Development.

     

    Purchase
      Price:
      For any
      Mortgage Loan required to be purchased by the Seller pursuant to Section 2.01,
      2.02, 2.03 or 2.05 or purchased by the Servicer pursuant to Section 3.12, the
      sum
      of:

     

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

     

    (ii) accrued
      interest on the Mortgage Loan at the applicable Mortgage Rate (or at the
      applicable Adjusted Mortgage Rate if (x) the purchaser is the Servicer or (y)
      if
      the purchaser is the Seller and the Seller is the Servicer) from the date
      through which interest was last paid by the Mortgagor to the Due Date in the
      month in which the Purchase Price is to be distributed to Certificateholders,
      net of any unreimbursed Advances made by the Servicer on the Mortgage Loan;
      and

     

    (iii) any
      costs
      and damages incurred by the Trust Fund in connection with any violation by
      the
      Mortgage Loan of any predatory or abusive lending law.

     

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

     

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

     

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

     

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

     

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

     

    Reference
      Bank:
      As
      defined in Section 4.07.

     

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

     

    Regular
      Certificates:
      Any
      Class A, Class M, Class C or Class P Certificate.

     

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

     

    Relief
      Act:
      The
      Servicemembers Civil Relief Act.

     

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

     

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

     

    REMIC
      I:
      The
      segregated pool of assets subject hereto, constituting the primary trust created
      hereby and to be administered hereunder, with respect to which a REMIC election
      is to be made, consisting of: (i) such Mortgage Loans and Prepayment Charges
      as
      from time to time are subject to this Agreement, together with the Mortgage
      Files relating thereto, and together with all collections thereon and proceeds
      thereof; (ii) any REO Property, together with all collections thereon and
      proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage Loans
      under all insurance policies, required to be maintained pursuant to this
      Agreement and any proceeds thereof; (iv) the Depositor’s rights under this
      Agreement (including any security interest created thereby) to the extent
      conveyed pursuant to Section 2.01; and (v) the Collection Account, the
      Distribution Account and such assets that are deposited therein from time to
      time and any investments thereof, together with any and all income, proceeds
      and
      payments with respect thereto. Notwithstanding the foregoing, however, REMIC
      I
      specifically excludes the Pre-Funding Accounts, any Subsequent Mortgage Loan
      Interest, the Excess Reserve Fund Account, the Supplemental Interest Trust,
      the
      Swap Agreement, all payments and other collections of principal and interest
      due
      on the Mortgage Loans on or before the Cut-off Date and all Prepayment Charges
      payable in connection with Principal Prepayments made before the Cut-off
      Date.

     

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

     

    REMIC
      I Regular Interest I-LT1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
      Interest I-LT1 shall accrue interest at the related REMIC I Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      I Regular Interest I-LT1PF:
      One of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
      Interest I-LT1PF shall accrue interest at the related REMIC I Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      I Regular Interest I-LT2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
      Interest I-LT2 shall accrue interest at the related REMIC I Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      I Regular Interest I-LT2PF:
      One of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
      Interest I-LT2PF shall accrue interest at the related REMIC I Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      I Regular Interest I-LTP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a Regular Interest in REMIC I. REMIC I Regular
      Interest I-LTP shall be entitled to distributions of principal, subject to
      the
      terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      I Remittance Rate:
      With
      respect to REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT-P
      and (i) for the first Distribution Date, the weighted average of the Adjusted
      Net Mortgage Rates of the Initial Group I Mortgage Loans and (ii) thereafter,
      the weighted average of the Adjusted Net Mortgage Rates of the Group I Mortgage
      Loans. With respect to REMIC I Regular Interest I-LT2, and (i) for the first
      Distribution Date, the weighted average of the Adjusted Net Mortgage Rates
      of
      the Initial Group II Mortgage Loans and (ii) thereafter, the weighted average
      of
      the Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect
      to
      REMIC I Regular Interest I-LT1PF and (i) the first Distribution Date, 0.000%
      and
      (ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of
      the
      Group I Mortgage Loans. With respect to REMIC I Regular Interest I-LT2PF and
      (i)
      the first Distribution Date, 0.000% and (ii) thereafter, the weighted average
      of
      the Adjusted Net Mortgage Rates of the Group II Mortgage Loans. 

     

    REMIC
      II Group I Regular Interests: REMIC
      II
      Regular Interest I and REMIC II Regular Interest I-1-A through REMIC II Regular
      Interest I-59-B as designated in the Preliminary Statement hereto.

     

    REMIC
      II Group II Regular Interests: REMIC
      II
      Regular Interest II and REMIC II Regular Interest II-1-A through REMIC II
      Regular Interest II-59-B as designated in the Preliminary Statement
      hereto.

     

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

     

    REMIC
      II Remittance Rate:
      With
      respect to REMIC II Regular Interest I and REMIC II Regular Interest P, a per
      annum rate equal to the weighted average of the REMIC I Remittance Rates for
      REMIC I Regular Interests I-LT-1, I-LT1PF and I-LTP. With respect to each REMIC
      II Group I Regular Interest ending with the designation “A”, a per annum rate
      equal to the weighted average of the REMIC I Remittance Rates for REMIC I
      Regular Interests I-LT-1, I-LT1PF and I-LTP multiplied by 2, subject to a
      maximum rate of [
      ]%.
      With
      respect to each REMIC II Group I Regular Interest ending with the designation
      “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
      multiplied by the weighted average of the REMIC I Remittance Rates for REMIC
      I
      Regular Interests I-LT-1, I-LT1PF and I-LTP over (ii) [ ]% and (y) [ ]%. With
      respect to REMIC II Regular Interest II, a per annum rate equal to the weighted
      average of the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-2
      and
      I-LT2PF. With respect to each REMIC II Group II Regular Interest ending with
      the
      designation “A”, a per annum rate equal to the weighted average of the REMIC I
      Remittance Rates for REMIC I Regular Interests I-LT-2 and I-LT2PF multiplied
      by
      2, subject to a maximum rate of [ ]%. With respect to each REMIC II Group II
      Regular Interest ending with the designation “B”, the greater of (x) a per annum
      rate equal to the excess, if any, of (i) 2 multiplied by the weighted average
      of
      the REMIC I Remittance Rates for REMIC I Regular Interests I-LT-2 and I-LT2PF
      over (ii) [ ]% and (y) [ ]%.

     

    REMIC
      III Interest Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount (subject to adjustment based on
      the
      actual number of days elapsed in the respective Interest Accrual Periods for
      the
      indicated Regular Interests for such Distribution Date) equal to (a) the product
      of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans
      and
      REO Properties then outstanding and (ii) the REMIC III Remittance Rate for
      REMIC
      III Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

     

    REMIC
      III Marker Allocation Percentage:
      50% of
      any amount payable or loss attributable from the Mortgage Loans, which shall
      be
      allocated to REMIC III Regular Interest LTAA, REMIC III Regular Interest LT1A1,
      REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III
      Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular
      Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest
      LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC
      III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular
      Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest
      LTM9
      and REMIC III Regular Interest LTZZ.

     

    REMIC
      III Overcollateralization Target Amount:
      0.50%
      of the Overcollateralization Target Amount.

     

    REMIC
      III Overcollateralized Amount:
      With
      respect to any date of determination, (i) 0.50% of the aggregate Uncertificated
      Balance of the REMIC III Regular Interests (other than REMIC III Regular
      Interest LTP) minus
      (ii)
      the
      aggregate Uncertificated Balance of REMIC III Regular Interest LT1A1, REMIC
      III
      Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular
      Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest
      LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC
      III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular
      Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular Interest
      LTM7,
      REMIC III Regular Interest LTM8 and REMIC III Regular Interest LTM9, in each
      case as of such date of determination.

     

    REMIC
      III Principal Loss Allocation Amount:
      With
      respect to any Distribution Date, an amount equal to the product of (i) 50%
      of
      the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then outstanding and (ii) one (1) minus a fraction, the numerator of which
      is
      two (2) times the aggregate Uncertificated Balance of REMIC III Regular Interest
      LT1A1, REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1,
      REMIC
      III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular
      Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest
      LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC
      III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular
      Interest LTM7, REMIC III Regular Interest LTM8, and REMIC III Regular Interest
      LTM9 and the denominator of which is the aggregate Uncertificated Balance of
      REMIC III Regular Interest LT1A1, REMIC III Regular Interest LT1A2, REMIC III
      Regular Interest LT2A1, REMIC III Regular Interest LT2A2, REMIC III Regular
      Interest LT2A3, REMIC III Regular Interest LT2A4, REMIC III Regular Interest
      LTM1, REMIC III Regular Interest LTM2, REMIC III Regular Interest LTM3, REMIC
      III Regular Interest LTM4, REMIC III Regular Interest LTM5, REMIC III Regular
      Interest LTM6, REMIC III Regular Interest LTM7, REMIC III Regular Interest
      LTM8,
      REMIC III Regular Interest LTM9 and REMIC III Regular Interest
      LTZZ.

     

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

    REMIC
      III Regular Interest LT1GRP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT1GRP shall accrue interest at the related REMIC III Remittance Rate
      in effect from time to time, and shall be entitled to distributions of
      principal, subject to the terms and conditions hereof, in an aggregate amount
      equal to its initial Uncertificated Balance as set forth in the Preliminary
      Statement hereto.

     

    REMIC
      III Regular Interest LT1SUB:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT1SUB shall accrue interest at the related REMIC III Remittance Rate
      in effect from time to time, and shall be entitled to distributions of
      principal, subject to the terms and conditions hereof, in an aggregate amount
      equal to its initial Uncertificated Balance as set forth in the Preliminary
      Statement hereto.

     

    REMIC
      III Regular Interest LT2GRP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT2GRP shall accrue interest at the related REMIC III Remittance Rate
      in effect from time to time, and shall be entitled to distributions of
      principal, subject to the terms and conditions hereof, in an aggregate amount
      equal to its initial Uncertificated Balance as set forth in the Preliminary
      Statement hereto.

     

    REMIC
      III Regular Interest LT2SUB:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT2SUB shall accrue interest at the related REMIC III Remittance Rate
      in effect from time to time, and shall be entitled to distributions of
      principal, subject to the terms and conditions hereof, in an aggregate amount
      equal to its initial Uncertificated Balance as set forth in the Preliminary
      Statement hereto.

     

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

     

    REMIC
      III Regular Interest LT1A1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT1A1 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LT1A2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT1A2 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LT2A1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT2A1 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LT2A2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT2A2 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LT2A3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT2A3 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LT2A4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LT2A4 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTIO:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTIO shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time on its Uncertificated Notional Amount as set forth
      in
      the Preliminary Statement hereto.

     

    REMIC
      III Regular Interest LTM1:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM1 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM2:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM2 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM3:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM3 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM4:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM4 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM5:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM5 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM6:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM6 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM7:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM7 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM8:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM8 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTM9:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTM9 shall accrue interest at the related REMIC III Remittance Rate
      in
      effect from time to time, and shall be entitled to distributions of principal,
      subject to the terms and conditions hereof, in an aggregate amount equal to
      its
      initial Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      III Regular Interest LTP:
      One of
      the separate non-certificated beneficial ownership interests in REMIC III issued
      hereunder and designated as a Regular Interest in REMIC III. REMIC III Regular
      Interest LTP shall be entitled to any Prepayment Charges collected by the
      Servicer and to a distribution of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Balance
      as
      set forth in the Preliminary Statement hereto.

     

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

     

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

     

    REMIC
      III Remittance Rate:
      With
      respect to REMIC III Regular Interest LTAA, REMIC III Regular Interest LT1A1,
      REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III
      Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular
      Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest
      LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC
      III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular
      Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest
      LTM9,
      REMIC III Regular Interest LTZZ, REMIC III Regular Interest LT1SUB, REMIC III
      Regular Interest LT2SUB and REMIC III Regular Interest LTXX, a
      per
      annum rate (but not less than zero) equal to the weighted average of (w) with
      respect to REMIC II Regular Interest I and REMIC II Regular Interest II, the
      REMIC II Remittance Rate for such REMIC II Regular Interest for each such
      Distribution Date, (x) with respect to REMIC II Regular Interests ending with
      the designation “B”, the weighted average of the REMIC II Remittance Rates for
      such REMIC II Regular Interests, weighted on the basis of the Uncertificated
      Balance of such REMIC II Regular Interests for each such Distribution Date
      and
      (y) with respect to REMIC II Regular Interests ending with the designation
“A”,
      for each Distribution Date listed below, the weighted average of the rates
      listed below for each such REMIC II Regular Interest listed below, weighted
      on
      the basis of the Uncertificated Balance of each such REMIC II Regular Interest
      for each such Distribution Date:

     

    


    
      	
              Distribution

              Date

            	
              REMIC
                II Regular Interest

            	
              Rate

            
	
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    With
      respect to REMIC III Regular Interest LT1GRP, a per annum rate (but not less
      than zero) equal to the weighted average of (w) with respect to REMIC II Regular
      Interest I, the REMIC II Remittance Rate for such REMIC II Regular Interest
      for
      each such Distribution Date, (x) with respect to REMIC II Group I Regular
      Interests ending with the designation “B”, the weighted average of the REMIC II
      Remittance Rates for such REMIC II Regular Interests, weighted on the basis
      of
      the Uncertificated Balance of each such REMIC II Regular Interest for each
      such
      Distribution Date and (y) with respect to REMIC II Group I Regular Interests
      ending with the designation “A”, for each Distribution Date listed below, the
      weighted average of the rates listed below for such REMIC II Regular Interests
      listed below, weighted on the basis of the Uncertificated Balance of each such
      REMIC II Regular Interest for each such Distribution Date:

     

    
      	
              Distribution

              Date

            	
              REMIC
                II Regular Interest

            	
              Rate

            
	
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    With
      respect to REMIC III Regular Interest LT2GRP, a per annum rate (but not less
      than zero) equal to the weighted average of (w) with respect to REMIC II Regular
      Interest II, the REMIC II Remittance Rate for such REMIC II Regular Interest
      for
      each such Distribution Date, (x) with respect to REMIC II Group II Regular
      Interests ending with the designation “B”, the weighted average of the REMIC II
      Remittance Rates for such REMIC II Regular Interests, weighted on the basis
      of
      the Uncertificated Balance of each such REMIC II Regular Interest for each
      such
      Distribution Date and (y) with respect to REMIC II Group II Regular Interests
      ending with the designation “A”, for each Distribution Date listed below, the
      weighted average of the rates listed below for such REMIC II Regular Interests
      listed below, weighted on the basis of the Uncertificated Balance of each such
      REMIC II Regular Interest for each such Distribution Date:

     

    
      	
              Distribution

              Date

            	
              REMIC
                II Regular Interest

            	
              Rate

            
	
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    With
      respect to REMIC III Regular Interest LTIO and (a) the first Distribution Date,
      the excess of (i) the REMIC II Remittance Rates for REMIC II Regular Interests
      ending with the designation “A” over (ii) the REMIC II Remittance Rates for
      REMIC II Regular Interests ending with the designation “A” and (b) the second
      through the 60th
      Distribution Dates, the excess of (i) the weighted average of the REMIC II
      Remittance Rates for REMIC II Regular Interests ending with the designation
“A”,
      over (ii) 2 multiplied by Swap LIBOR and (c) thereafter, 0.00%. 

     

    REMIC
      III
      Regular Interest LTP shall be entitled to receive 100% of the amount distributed
      on REMIC II Regular Interest P.

     

    REMIC
      III Sub WAC Allocation Percentage:
      50% of
      any amount payable from or loss attributable to the Mortgage Loans, which shall
      be allocated to REMIC III Regular Interest LT1SUB, REMIC III Regular Interest
      LT1GRP, REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP
      and
      REMIC III Regular Interest LTXX.

     

    REMIC
      III Subordinated Balance Ratio:
      The
      ratio between the Uncertificated Balances of each REMIC III Regular Interest
      ending with the designation “SUB”, equal to the ratio between, with respect to
      each such REMIC III Regular Interest, the excess of (x) the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Loan Group plus the
      amount in the related Pre-Funding Account over (y) the current Certificate
      Balance of Class A Certificates in the related Loan Group.

     

    REMIC
      IV Regular Interest:
      Any of
      the Class C Interest, Class P Interest, Class IO Interest, and any “regular
      interest” in REMIC IV the ownership of which is represented by a Class A
      Certificate or Class M Certificate.

     

    REMIC
      V Regular Interest:
      Any
“regular interest” in REMIC V the ownership of which is represented by a Class C
      Certificate.

     

    REMIC
      VI Regular Interest:
      Any
“regular interest” in REMIC VI the ownership of which is represented by a Class
      P Certificate.

     

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

     

    REMIC
      Regular Interest:
      A REMIC
      I Regular Interest, REMIC II Regular Interest, REMIC III Regular Interest,
      REMIC
      IV Regular Interest, REMIC V Regular Interest or REMIC VI Regular
      Interest.

     

    REMIC
      Remittance Rate:
      The
      REMIC I Remittance Rate, the REMIC II Remittance Rate or the REMIC III
      Remittance Rate, as applicable.

     

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

     

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

     

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

     

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

     

    Residual
      Certificates:
      As
      specified in the Preliminary Statement.

     

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

     

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

     

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

     

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

     

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

     

    Senior
      Enhancement Percentage:
      For any
      Distribution Date, the Credit Enhancement Percentage for the Class A
      Certificates.

     

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

     

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

     

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

     

    Servicing
      Advances:
      All
      customary, reasonable, and necessary “out of pocket” costs and expenses incurred
      in the performance by the Servicer of its servicing obligations, including
      the
      cost of:

     

    (i)

     

    (a) the
      preservation, restoration, and protection of a Mortgaged Property,

     

    (b) expenses
      reimbursable to the Servicer pursuant to Section 3.12 and any enforcement or
      judicial proceedings, including foreclosures,

     

    (c) the
      maintenance and liquidation of any REO Property, and

     

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

     

    (ii) reasonable
      compensation to the Servicer or its affiliates for acting as broker in
      connection with the sale of foreclosed Mortgaged Properties and for performing
      certain default management and other similar services (including appraisal
      services) in connection with the servicing of defaulted Mortgage Loans. For
      purposes of clause (ii), only costs and expenses incurred in connection with
      the
      performance of activities generally considered to be outside the scope of
      customary servicing or servicing duties shall be treated as Servicing
      Advances.

     

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

     

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

     

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

     

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

     

    Servicer
      Remittance Amount: For
      any
      Distribution Date, is the sum
      of:

     

    (i)  all
      scheduled installments of interest (net of the related Servicing Fees) and
      principal due on the Due Date on the Mortgage Loans in the related Remittance
      Period and received by the related Determination Date, together with any related
      Advances;

     

    (ii)  all
      Insurance Proceeds (including those received with respect to the Pool Policy
      but
      excluding those included in Liquidation Proceeds), Liquidation Proceeds and
      Subsequent Recoveries received during the preceding calendar month (in each
      case, net of unreimbursed expenses incurred in connection with a liquidation
      or
      foreclosure and net of the related Excess Proceeds); and

     

    (iii)  all
      partial or full Principal Prepayments on the Mortgage Loans received during
      the
      related Prepayment Period together with all Compensating Interest on those
      Mortgage Loans and interest paid by the Mortgagors (other than Prepayment
      Interest Excess); and

     

    minus amounts
      in reimbursement for Advances previously made with respect to the Mortgage
      Loans, and other expenses reimbursable to the Servicer with respect to the
      Mortgage Loans pursuant to this Agreement.

     

    Servicing
      Standard:
      That
      degree of skill and care exercised by the Servicer with respect to mortgage
      loans comparable to the Mortgage Loans serviced by the Servicer for itself
      or
      others.

     

    Startup
      Day:
      The
      Closing Date.

     

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

     

    Stepdown
      Date:
      The
      earlier to occur of (a) the first Distribution Date on which the aggregate
      Class
      Certificate Balance of the Class A Certificates is reduced to zero, and (b)
      the
      later to occur of (i) the Distribution Date in [ ] and (ii) the first
      Distribution Date on which the Senior Enhancement Percentage (calculated for
      this purpose only without taking into account the application of the Principal
      Distribution Amount to the Certificates) is greater than or equal to [ ]
      %.

     

    Subordinated
      Certificates:
      As
      specified in the Preliminary Statement.

     

    Subordinated
      Maximum Cap: For
      any
      Distribution Date and a Class of Subordinated Certificates, the per annum rate
      equal to the weighted average (weighted in proportion to the results of
      subtracting from the aggregate Stated Principal Balance of each Loan Group
      as of
      the first day of the related Remittance Period, adjusted to reflect unscheduled
      principal payments made thereafter that were included in the Principal
      Distribution Amount on the immediately preceding Distribution Date, and the
      amount in the related Pre-Funding account, the aggregate Class Certificate
      Balance of the related Class A Certificates before distributions on the related
      Distribution Date) of (i) the Group I Maximum Cap and (ii) the Group II Maximum
      Cap.

     

    Subordinated
      Net WAC Cap:
      For any
      Distribution Date and any Class of Subordinated Certificates, the per annum
      rate
      equal to the weighted average (weighted
      in proportion to the results of subtracting from the aggregate Stated Principal
      Balance of each Loan Group as of the first day of the related Remittance Period,
      adjusted to reflect unscheduled principal payments made thereafter that were
      included in the Principal Distribution Amount on the immediately preceding
      Distribution Date, and the amount in the related Pre-Funding account, the
      aggregate Class Certificate Balance of the related Class A Certificates before
      distributions on the related Distribution Date),
      of (i)
      the Group I Net WAC Cap and (ii) the Group II Net WAC Cap.

     

    For
      federal income tax purposes, the equivalent of the foregoing shall be expressed
      as a per annum rate (subject to adjustment based on the actual number of days
      elapsed in the related Interest Accrual Period) equal to the weighted average
      of
      the REMIC III Remittance Rate on REMIC III Regular Interest II-LT1SUB (subject
      to a cap and a floor equal to the REMIC III Remittance Rate on REMIC III Regular
      Interest LT1GRP) and REMIC III Regular Interest LT2SUB (subject to a cap and
      a
      floor equal to the REMIC III Remittance Rate on REMIC III Regular Interest
      LT2GRP), weighted on the basis of the Uncertificated Balance of each such REMIC
      III Regular Interest.

    


    Subsequent
      Cut-off Date: As
      to any
      Subsequent Mortgage Loans, the later of (i) the first day of the month in which
      the related Subsequent Transfer Date occurs or (ii) the date of origination
      of
      such Subsequent Mortgage Loan.

     

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

     

    Subsequent
      Mortgage Loan: A
      Mortgage Loan sold by the Seller to the Depositor and the Depositor to the
      Trust
      Fund pursuant to Section 2.07, such Mortgage Loan being identified on the
      Mortgage Loan Schedule attached to a Subsequent Transfer
      Instrument.

     

    Subsequent
      Mortgage Loan Interest:
      Any
      amount constituting (i) a monthly payment of interest received or advanced
      at
      the Adjusted Mortgage Rate with respect to a Subsequent Mortgage Loan in Loan
      Group I during the Remittance Period relating to the first Distribution Date
      in
      excess of [ ] % per annum and (ii) a monthly payment of interest received or
      advanced at the Adjusted Mortgage Rate with respect to a Subsequent Mortgage
      Loan in Loan Group II during the Remittance Period relating to the first
      Distribution Date in excess of [ ] % per annum. The Subsequent Mortgage Loan
      Interest shall be distributable to the Class C Certificates. The Subsequent
      Mortgage Loan Interest shall not be an asset of any REMIC.

     

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

     

    Subsequent
      Transfer Date: With
      respect to each Subsequent Transfer Instrument, the date on or before the end
      of
      the Funding Period on which the related Subsequent Mortgage Loans are sold
      to
      the Trust Fund.

     

    Subsequent
      Transfer Instrument: Each
      Subsequent Transfer Instrument, dated as of a Subsequent Transfer Date, executed
      by the Trustee and the Depositor substantially in the form attached hereto
      as
      Exhibit Q, by which Subsequent Mortgage Loans are transferred to the Trust
      Fund.

     

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

     

    (i) have
      a
      Stated Principal Balance, after deduction of the principal portion of the
      Scheduled Payment due in the month of substitution, not in excess of, and not
      more than 10% less than, the Stated Principal Balance of the Deleted Mortgage
      Loan;

     

    (ii) be
      accruing interest at a rate no lower than and not more than 1% per annum higher
      than, that of the Deleted Mortgage Loan;

     

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

     

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

     

    (v)  have
      a
      Margin not more than 1% per annum higher than, and not lower than that of the
      Deleted Mortgage Loan;

     

    (vi)  have
      the
      same Index and same time period between reset periods as that of the Deleted
      Mortgage Loan;

     

    (vii)  have
      a
      remaining term to maturity no greater than (and not more than one year less
      than
      that of) the Deleted Mortgage Loan;

     

    (viii)  not
      be a
      cooperative loan; 

     

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

     

    (x)  satisfy
      the criteria for inclusion in the applicable Loan Group.

     

    Substitution
      Adjustment Amount:
      As
      defined in Section 2.03.

     

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

     

    Supplemental
      Interest Trust Trustee:
      [Trsutee] and its successor and, if a successor is appointed under this
      Agreement, such successor.

     

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

     

    Swap
      LIBOR:
      LIBOR
      as determined pursuant to the Swap Agreement.

     

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

     

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

     

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

     

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

     

    Total
      Monthly Excess Spread:
      For any
      Distribution Date, the excess
      of
      (i)
      Available Funds during the related Remittance Period over
      (ii) the
sum
      of
      the
      amounts paid to the Certificates on the Distribution Date pursuant to Sections
      4.02(I)(a) and (b), assuming for purposes of this calculation that the Extra
      Principal Distribution Amount included in such distributions is equal to
      zero.

     

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

     

    Trigger
      Event:
      A
      Trigger Event exists if with respect to any Distribution Date on or after the
      Stepdown Date, (A) the quotient
      of
      (x) the
      three month rolling average of the Stated Principal Balance of 60+ Day
      Delinquent Loans as of the preceding calendar month over
      (y) the
      aggregate Stated Principal Balance of the Mortgage Loans, as of the last day
      of
      the preceding calendar month equals
      or exceeds
      [ ]% of
      the Senior Enhancement Percentage, or (B) a Cumulative Net Loss Trigger Event
      is
      in effect.

     

    Trust: The
      trust
      created under this Agreement.

     

    Trust
      Fund:
      The
      corpus of the Trust consisting of:

     

    (i)  REMIC
      I;

     

    (ii)  REMIC
      II;

     

    (iii)  REMIC
      III;

     

    (iv)  REMIC
      IV;

     

    (v)  REMIC
      V;

     

    (vi)  REMIC
      VI;

     

    (vii)  REMIC
      VII;

     

    (viii)  the
      Pre-Funding Accounts; and

     

    (ix)  the
      Excess Reserve Fund Account.

     

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

     

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

     

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

     

    Trustee
      Fee Rate:
      [ ] %
      per annum.

     

    Uncertificated
      Balance:
      The
      amount of any REMIC Regular Interest (other than the REMIC III Regular Interest
      LTIO) outstanding as of any date of determination. As of the Closing Date,
      the
      Uncertificated Balance of each REMIC Regular Interest (other than the REMIC
      III
      Regular Interest LTIO) shall equal the amount set forth in the Preliminary
      Statement hereto as its initial uncertificated balance. On each Distribution
      Date, the Uncertificated Balance of each REMIC Regular Interest (other than
      the
      REMIC III Regular Interest LTIO) shall be reduced by all distributions of
      principal made on such REMIC Regular Interest on such Distribution Date pursuant
      to Section 4.08 and, if and to the extent necessary and appropriate, shall
      be
      further reduced on such Distribution Date by Realized Losses as provided in
      Section 4.08. The Uncertificated Balance of REMIC III Regular Interest LTZZ
      shall be increased by interest deferrals as provided in Section 4.08(I)(1).
      The
      Uncertificated Balance of each REMIC Regular Interest (other than the REMIC
      III
      Regular Interest LTIO) shall never be less than zero. With respect to the Class
      C Interest as of any date of determination, an amount equal to the excess,
      if
      any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC
      III
      Regular Interests over (B) the then aggregate Certificate Balance of the Class
      A
      Certificates, Subordinated Certificates and Class P Certificates then
      outstanding.

     

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

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date, the aggregate amount of any
      Prepayment Interest Shortfalls (to the extent not covered by the Servicer
      pursuant to Section 3.15) and Relief Act Interest Shortfalls incurred in respect
      of the Mortgage Loans for any Distribution Date shall be allocated first, (a)
      with respect to the Group I Mortgage Loans, to REMIC I Regular Interest I-LT1,
      REMIC I Regular Interest I-LTP and REMIC I Regular Interest I-LT1PF, in each
      case to the extent of one month’s interest at the then applicable respective
      REMIC I Remittance Rate on the respective Uncertificated Balance of each such
      REMIC I Regular Interest; provided, however, that with respect to the first
      Distribution Date, such amounts relating to the Initial Group I Mortgage Loans
      shall be allocated to REMIC I Regular Interest I-LT1 and REMIC I Regular
      Interest I-LTP, and such amounts relating to the Subsequent Group I Mortgage
      Loans shall be allocated to REMIC I Regular Interest I-LT1PF, and (b) with
      respect to the Group II Mortgage Loans, to REMIC I Regular Interest I-LT2 and
      REMIC I Regular Interest I-LT2PF, in each case to the extent of one month’s
      interest at the then applicable respective REMIC I Remittance Rate on the
      respective Uncertificated Balance of each such REMIC I Regular Interest;
      provided, however, that with respect to the first Distribution Date, such
      amounts relating to the Initial Group I Mortgage Loans shall be allocated to
      REMIC I Regular Interest I-LT2 and such amounts relating to the Subsequent
      Group
      II Mortgage Loans shall be allocated to REMIC I Regular Interest
      I-LT2PF.

     

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

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      III
      Regular Interests for any Distribution Date:

     

    The
      REMIC
      III Marker Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by the Servicer pursuant to
      Section 3.15) and the REMIC III Marker Allocation Percentage of any Relief
      Act
      Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated among REMIC III Regular Interest LTAA,
      REMIC III Regular Interest LT1A1, REMIC
      III
      Regular Interest LT1A2, REMIC III Regular Interest LT2A1,
      REMIC
      III Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular
      Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest
      LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC
      III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular
      Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest
      LTM9,
      REMIC III Regular Interest LTZZ and REMIC III Regular Interest LTP, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC III Remittance Rate on the respective Uncertificated Balance of each
      such
      REMIC III Regular Interest; and

     

    The
      REMIC
      III Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by the Servicer pursuant to
      Section 3.15) and the REMIC III Sub WAC Allocation Percentage of any Relief
      Act
      Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated to Uncertificated Interest payable to
      REMIC
      III Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP, REMIC III
      Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC III Regular
      Interest LTXX, pro
      rata,
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC III Remittance Rate on the respective Uncertificated Balance of each
      such
      REMIC III Regular Interest.

     

    In
      addition, Uncertificated Interest with respect to each Distribution Date, as
      to
      any REMIC Regular Interest, shall be reduced by Realized Losses, if any,
      allocated to such REMIC Regular Interest as described above and pursuant to
      Section 4.02.

     

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

     

    
      	
              Distribution

              Date

            	
              REMIC
                I Regular Interests

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              [
                ]

            	
              [
                ]

            
	
              thereafter

            	
              $0.00

            


    

    


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

     

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

     

    United
      States Person or U.S. Person: 

     

    (i) A
      citizen
      or resident of the United States;

     

    (ii) a
      corporation (or entity treated as a corporation for tax purposes) created or
      organized in the United States or under the laws of the United States or of
      any
      state thereof, including, for this purpose, the District of
      Columbia;

     

    (iii) a
      partnership (or entity treated as a partnership for tax purposes) organized
      in
      the United States or under the laws of the United States or of any state
      thereof, including, for this purpose, the District of Columbia (unless provided
      otherwise by future Treasury regulations);

     

    (iv) an
      estate
      whose income is includible in gross income for United States income tax purposes
      regardless of its source; or

     

    (v) a
      trust,
      if a court within the United States is able to exercise primary supervision
      over
      the administration of the trust and one or more U.S. Persons have authority
      to
      control all substantial decisions of the trust. Notwithstanding the last clause
      of the preceding sentence, to the extent provided in Treasury regulations,
      certain trusts in existence on August 20, 1996, and treated as U.S. Persons
      before that date, may elect to continue to be U.S. Persons.

     

    Unpaid
      Interest Amounts:
      As of
      any Distribution Date and any Class of Certificates, the sum
      of

     

    (a) the
      excess
      of

     

    (i) the
      sum
      of
      the
      Accrued Certificate Interest Distribution Amount for the Distribution Date
      and
      any portion of the Accrued Certificate Interest Distribution Amount from prior
      Distribution Dates remaining unpaid over

     

    (ii) the
      amount in respect of interest on the Class of Certificates actually distributed
      on such Distribution Date; and

     

    (b) interest
      on that excess for the related Interest Accrual Period at the applicable
      Pass-Through Rate (to the extent permitted by applicable law).

     

    Unpaid
      Realized Loss Amount:
      For any
      Class of Subordinated Certificates and any Distribution Date, is the
excess
      of
      (i)
      Applied Realized Loss Amounts for such Class over
      (ii) the
sum
      of
      all
      distributions in reduction of Applied Realized Loss Amounts for such Class
      on
      all previous Distribution Dates and any reductions applied thereto due to the
      receipt of Subsequent Recoveries. 

     

    Voting
      Rights:
      The
      portion of the voting rights of all of the Certificates that is allocated to
      any
      Certificate. As of any date of determination, (a) 1% of all Voting Rights shall
      be allocated to any Class
      C
      Certificates
      and (b)
      the remaining Voting Rights shall be allocated among Holders of the remaining
      Classes of Certificates in proportion to the Certificate Balances of their
      respective Certificates on the date (the Voting Rights to be allocated among
      the
      holders of Certificates of each Class in accordance with their respective
      Percentage Interests); provided that, except as set forth in Section 10.01,
      any
      Certificate registered in the name of the Seller or its Affiliates shall be
      deemed not to be outstanding and the Voting Rights to which it is entitled
      shall
      not be taken into account in determining whether the requisite percentage of
      Voting Rights necessary to effect any such consent has been
      obtained.

     

    	Section
            1.02  	
            Rules
              of Construction.

          


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    ARTICLE
      II

     

    Conveyance
      of Mortgage Loans; Representations
      and Warranties

     

    	Section
            2.01  	
            Conveyance
              of Mortgage Loans.

          


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Notwithstanding
      the foregoing, however, for administrative convenience and facilitation of
      servicing and to reduce closing costs, the assignments of Mortgage shall not
      be
      required to be submitted for recording (except with respect to any Mortgage
      Loan
      located in Maryland) unless such failure to record would result in a withdrawal
      or a downgrading by any Rating Agency of the rating on any Class of
      Certificates; provided, however, that each assignment of Mortgage shall be
      submitted for recording by the Seller (at the direction of the Servicer) in
      the
      manner described above, at no expense to the Trust Fund or the Trustee, upon
      the
      earliest to occur of: (i) reasonable direction by the Holders of Certificates
      entitled to at least 25% of the Voting Rights or by the NIM Insurer, if any,
      (ii) [reserved],
      (iii)
      the occurrence of a bankruptcy, insolvency or foreclosure relating to the
      Seller, (iv) the occurrence of a servicing transfer as described in Section
      7.02
      hereof and (v) if the Seller is not the Servicer and with respect to any one
      assignment or Mortgage, the occurrence of a bankruptcy, insolvency or
      foreclosure relating to the Mortgagor under the related Mortgage.
      Notwithstanding the foregoing, if the Servicer is unable to pay the cost of
      recording the assignments of Mortgage, such expense shall be paid by the Trustee
      and shall be reimbursable out of the Distribution Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    	Section
            2.02  	
            Acceptance
              by the Trustee of the Mortgage
              Loans.

          


     

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

     

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

     

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

     

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

     

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

     

    If
      a
      substitution or purchase of a Mortgage Loan pursuant to this provision is
      required because of a delay in delivery of any documents by the appropriate
      recording office, or there is a dispute between either the Servicer or the
      Seller and the Trustee over the location or status of the recorded document,
      then the substitution or purchase shall occur within 720 days from the Closing
      Date. In
      no
      other case may a substitution
      or
purchase
      occur more than 540 days from the Closing Date.

     

    The
      Trustee shall deliver written notice to each Rating Agency within 270 days
      from
      the Closing Date indicating each Mortgage Loan (a) that has not been returned
      by
      the appropriate recording office or (b) as to which there is a dispute as to
      location or status of the Mortgage Loan. The
      notice shall be delivered every ninety (90) days thereafter until the related
      Mortgage Loan is returned to the Trustee. Any
      substitution pursuant to (a) above or purchase pursuant to (b) above shall
      not
      be effected before the delivery to the Trustee of an Opinion of Counsel, if
      required by Section 2.05, and any substitution pursuant to (a) above shall
      not
      be effected before the additional delivery to the Trustee of a Request for
      Release substantially in the form of Exhibit N. No
      substitution is permitted to be made in any calendar month after the
      Determination Date for the month.

     

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

     

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

     

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

     

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

     

    	Section
            2.03  	
            Representations,
              Warranties, and Covenants of the


          


     

    Seller
      and the Servicer.

     

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

     

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

     

    (c)
        Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty made pursuant to Section 2.03(b) that materially and adversely affects
      the interests of the Certificateholders in any Mortgage Loan, the party
      discovering such breach shall give prompt notice thereof to the other parties
      and to the NIM Insurer. A breach of the representation or warranty made pursuant
      to clauses (29), (30), (34), (35), (36), (37), (38) and (39) of Schedule III
      or
      a breach of the covenant of the Servicer made pursuant to clause (a) above
      will
      be deemed to materially and adversely affect the interests of the
      Certificateholders in the related Mortgage Loan. The Seller hereby covenants
      that within ninety (90) days of the earlier of its discovery or its receipt
      of
      written notice from any party of a breach of any representation or warranty
      made
      pursuant to Section 2.03(b) that materially and adversely affects the interests
      of the Certificateholders in any Mortgage Loan, it shall cure such breach in
      all
      material respects, and if such breach is not so cured, shall: (i) if the 90
      day
      period expires before the second anniversary of the Closing Date, remove the
      Mortgage Loan (a “Deleted
      Mortgage Loan”)
      from
      the Trust Fund and substitute in its place a Substitute Mortgage Loan, in
      accordance with this Section 2.03; or (ii) repurchase the affected Mortgage
      Loan
      or Mortgage Loans from the Trustee at the Purchase Price in the manner stated
      below. Any substitution pursuant to (i) above shall not be effected before
      the
      delivery to the Trustee of the Opinion of Counsel, if required by Section 2.05,
      and a Request for Release substantially in the form of Exhibit N, and the
      Mortgage File for any Substitute Mortgage Loan. The Seller shall promptly
      reimburse the Servicer and the Trustee for any expenses reasonably incurred
      by
      the Servicer or the Trustee in respect of enforcing the remedies for the
      breach.

     

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

     

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

     

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

     

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

     

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

     

    	Section
            2.04  	
            Representations
              and Warranties of the Depositor as
              to

          


     

    the
      Mortgage Loans.

     

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

     

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

     

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

     

    	Section
            2.05  	
            Delivery
              of Opinion of Counsel in Connection
              with

          


     

    Substitutions
      and Repurchases.

     

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

     

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

     

    	Section
            2.06  	
            Execution
              and Delivery of
              Certificates.

          


     

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

     

    	Section
            2.07  	
            Conveyance
              of Subsequent Mortgage
              Loans.

          


     

    (a) Subject
      to the conditions set forth in paragraph (b) below in consideration of the
      Trustee’s delivery on the Subsequent Transfer Dates to or upon the order of the
      Depositor of all or a portion of the balance of funds in the Pre-Funding
      Accounts, the Depositor shall on any Subsequent Transfer Date sell, transfer,
      assign, set over and convey without recourse to the Trust Fund but subject
      to
      the other terms and provisions of this Agreement all of the right, title and
      interest of the Depositor in an to (i) the Subsequent Mortgage Loans identified
      on the Mortgage Loan Schedule attached to the related Subsequent Transfer
      Instrument delivered by the Depositor on such Subsequent Transfer Date, (ii)
      all
      interest accruing thereon on and after the Subsequent Cut-off Date and all
      collections in respect of interest and principal due after the Subsequent
      Cut-off Date and (iii) all items with respect to such Subsequent Mortgage Loans
      to be delivered pursuant to Section 2.01 and the other items in the related
      Mortgage Files; provided, however, that the Depositor reserves and retains
      all
      right, title and interest in and to principal received and interest accruing
      on
      the Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date.
      The
      transfer to the Trustee by the Depositor of the Subsequent Mortgage Loans
      identified on the Mortgage Loan Schedule shall be absolute and is intended
      by
      the Depositor, the Servicer, the Trustee, the Supplemental Interest Trust
      Trustee and the Certificateholders to constitute and to be treated as a sale
      of
      the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related
      Mortgage File for each Subsequent Mortgage Loan shall be delivered to the
      Trustee at least three (3) Business Days prior to the related Subsequent
      Transfer Date (except that, in the case of Subsequent Mortgage Loans that are
      Delayed Delivery Subsequent Mortgage Loans, such delivery may take place within
      five (5) Business Days of the Subsequent Transfer Date).

    


    The
      purchase price paid by the Trustee from amounts released from the Group I
      Pre-Funding Account or the Group II Pre-Funding Account, as applicable, shall
      be
      100% of the aggregate Stated Principal Balance of the related Subsequent
      Mortgage Loans so transferred (as identified on the Mortgage Loan Schedule
      attached to the related Subsequent Transfer Instrument provided by the
      Depositor). This Agreement shall constitute a fixed-price contract in accordance
      with Section 860G(a)(3)(A)(ii) of the Code.

    


    (b) The
      Depositor shall transfer to the Trustee for deposit in the pool of Mortgage
      Loans the Subsequent Mortgage Loans and the other property and rights related
      thereto as described in paragraph (a) above, and the Trustee shall release
      funds
      from the Group I Pre-Funding Account or the Group II Pre-Funding Account, as
      applicable, only upon the satisfaction of each of the following conditions
      on or
      prior to the related Subsequent Transfer Date(except that, in the case of
      Subsequent Mortgage Loans that are Delayed Delivery Subsequent Mortgage Loans,
      such delivery may take place within five (5) Business Days of the Subsequent
      Transfer Date):

    


    (i) the
      Depositor shall have provided the Trustee and the Rating Agencies with a timely
      Addition Notice and shall have provided any information reasonably requested
      by
      the Trustee with respect to the Subsequent Mortgage Loans;

    


    (ii) the
      Depositor shall have delivered to the Trustee a duly executed Subsequent
      Transfer Instrument, which shall include a Mortgage Loan Schedule listing the
      Subsequent Mortgage Loans, and the Seller shall have delivered a computer file
      acceptable to the Trustee containing such Mortgage Loan Schedule to the Trustee
      at least three (3) Business Days prior to the related Subsequent Transfer
      Date;

    


    (iii) as
      of
      each Subsequent Transfer Date, as evidenced by delivery of the Subsequent
      Transfer Instrument, the Depositor shall not be insolvent nor shall it have
      been
      rendered insolvent by such transfer nor shall it be aware of any pending
      insolvency;

    


    (iv)  such
      sale
      and transfer shall not result in a material adverse tax consequence to the
      Trust
      Fund or the Certificateholders;

    


    	(v)  	
            the
              Funding Period shall not have terminated;

          


    


    (vi) the
      Depositor shall not have selected the Subsequent Mortgage Loans in a manner
      that
      it believed to be adverse to the interests of the
      Certificateholders;

    


    	(vii)  	
            the
              NIM Insurer, if any, must consent to such
              conveyance;

          


    


    (viii) the
      Depositor shall have delivered to the Trustee a Subsequent Transfer Instrument
      confirming the satisfaction of the conditions precedent specified in this
      Section 2.07 and, pursuant to the Subsequent Transfer Instrument, assigned
      to
      the Trustee without recourse for the benefit of the Certificateholders all
      the
      right, title and interest of the Depositor, in, to and under this Agreement,
      to
      the extent of the Subsequent Mortgage Loans; and 

    


    (ix) the
      Depositor shall have delivered to the Trustee an Opinion of Counsel addressed
      to
      the Trustee and the Rating Agencies with respect to the transfer of the
      Subsequent Mortgage Loans substantially in the form of the Opinion of Counsel
      delivered to the Trustee on the Closing Date regarding the true sale of the
      Subsequent Mortgage Loans.

    


    (c)
      The
      obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any
      Subsequent Transfer Date is subject to the satisfaction of the conditions set
      forth in the immediately preceding paragraph and the accuracy of the following
      representations and warranties with respect to each such Subsequent Mortgage
      Loan determined as of the applicable Subsequent Cut-off Date: (i) such
      Subsequent Mortgage Loan may not be 30 or more days delinquent as of the
      applicable Subsequent Cut-off Date; provided, however, that such Subsequent
      Mortgage Loans may have a first payment date occurring on or after the
      applicable Subsequent Cut-off Date and, therefore, such Subsequent Mortgage
      Loan
      could not have been delinquent as of such Subsequent Cut-off Date; (ii) the
      remaining term to maturity of such Subsequent Mortgage Loan will not be less
      than [ ] months and will not exceed [ ] months from its first payment date;
      (iii) the Subsequent Mortgage Loan may not provide for negative amortization;
      (iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater
      than [ ]%; (v) such Subsequent Mortgage Loans will have, as of the related
      Subsequent Cut-off Date, a weighted average age since origination not in excess
      of two months; (vi) such Subsequent Mortgage Loan will not have a Mortgage
      Rate
      less than [ ]% or greater than [ ]%; (vii) such Subsequent Mortgage Loan will
      have been serviced by the Servicer since origination or purchase by the Seller
      in accordance with its standard servicing practices; (viii) such Subsequent
      Mortgage Loan will have a first payment date occurring on or before [ ]; (ix)
      such Subsequent Mortgage Loan will have a principal balance no greater than
      $[
      ]; and (x) such Subsequent Mortgage Loan will have been underwritten in
      accordance with the criteria set forth under “The Mortgage Pool—Underwriting
      Standards” in the Prospectus Supplement.

    


    (d) Following
      the purchase of any Subsequent Mortgage Loan by the Trust to be included in
      Loan
      Group I, the Mortgage Loans in Loan Group I (including the related Subsequent
      Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an
      original term to stated maturity of not more than [ ] months from the first
      payment date thereon; (ii) have a Mortgage Rate of not less than [ ]% and not
      more than [ ]%; (iii) have a weighted average Loan-to-value ratio of
      approximately [ ]%; (iv) have no mortgage loan with a principal balance in
      excess of $[ ]; (v) will consist of mortgage loans with Prepayment Charges
      representing no less than approximately [ ]% of the mortgage loans in Loan
      Group
      I; (vi) with respect to the adjustable-rate mortgage loans in Loan Group I,
      have
      a weighted average gross margin of approximately [ ]%; and (vii) have a non-zero
      weighted average FICO Score of approximately [ ]; in each case measured by
      aggregate principal balance of the mortgage loans in Loan Group I as of the
      related cut-off date applicable to each mortgage loan. For purposes of the
      calculations described in this paragraph, percentages of the mortgage loans
      in
      Loan Group I will be based on the principal balance of the Closing Date Mortgage
      Loans in Loan Group I as of the cut-off date and the principal balance of the
      Subsequent Mortgage Loans included in Loan Group I as of the related Subsequent
      Cut-off Date.

     

    Following
      the purchase of any Subsequent Mortgage Loan by the Trust to be included in
      Loan
      Group II, the mortgage loans in Loan Group II (including the related Subsequent
      Mortgage Loans) will as of the related Subsequent Cut-off Date: (i) have an
      original term to stated maturity of not more than [ ] months from the first
      payment date thereon; (ii) have a mortgage rate of not less than [ ]% and not
      more than [ ]%; (iii) have a weighted average Loan-to-Value Ratio of
      approximately [ ]%; (iv) have no mortgage loan with a principal balance in
      excess of $[ ]; (v) will consist of mortgage loans with Prepayment Charges
      representing no less than approximately [ ]% of the mortgage loans in Loan
      Group
      II; (vi) with respect to the adjustable-rate mortgage loans in Loan Group II,
      have a weighted average gross margin of approximately [ ]%; and (vii) have
      a
      non-zero weighted average FICO Score of approximately [ ]; in each case measured
      by aggregate principal balance of the mortgage loans in Loan Group II as of
      the
      related Cut-off Date applicable to each mortgage loan. For purposes of the
      calculations described in this paragraph, percentages of the mortgage loans
      in
      Loan Group II will be based on the principal balance of the Closing Date
      Mortgage Loans in Loan Group II as of the cut-off date and the principal balance
      of the Subsequent Mortgage Loans in Loan Group II as of the related Subsequent
      Cut-off Date.

     

    


    (e) Notwithstanding
      the foregoing, any Subsequent Mortgage Loan may be rejected by any Rating Agency
      if the inclusion of any such Subsequent Mortgage Loan would adversely affect
      the
      ratings of any Class of Certificates. At least one (1) Business Day prior to
      the
      Subsequent Transfer Date, each Rating Agency shall notify the Trustee as to
      which Subsequent Mortgage Loans, if any, shall not be included in the transfer
      on the Subsequent Transfer Date; provided, however, that the Seller shall have
      delivered to each Rating Agency at least three (3) Business Days prior to such
      Subsequent Transfer Date a computer file acceptable to each Rating Agency
      describing the characteristics specified in paragraphs (c) and (d)
      above.

    


    	Section
            2.08  	
            REMIC
              Matters.

          


     

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

     

    (6)    (A)Issuance
      of the REMIC I Regular Interests and the Class R-I Interest.

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it of the Mortgage Files, subject to the provisions of Section 2.01 and
      Section 2.02, together with the assignment to it of all other assets included
      in
      REMIC I, the receipt of which is hereby acknowledged. Concurrently with such
      assignment and delivery and in exchange therefor, the Trustee, pursuant to
      the
      written request of the Depositor executed by an officer of the Depositor, has
      executed, authenticated and delivered to or upon the order of the Depositor,
      the
      Class R-I Interest in authorized denominations. The interests evidenced by
      the
      Class R-I Interest, together with the REMIC I Regular Interests, constitute
      the
      entire beneficial ownership interest in REMIC I. The rights of the Class R
      Certificateholders and REMIC II (as holder of the REMIC I Regular Interests)
      to
      receive distributions from the proceeds of REMIC I in respect of the Class
      R-I
      Interest and the REMIC I Regular Interests, respectively, and all ownership
      interests evidenced or constituted by the Class R-I Interest and the REMIC
      I
      Regular Interests, shall be as set forth in this Agreement.

     

    (7)    (B)Conveyance
      of the REMIC I Regular Interests; REMIC I, REMIC II, REMIC III, REMIC IV, REMIC
      V, REMIC VI and REMIC VII by the Trustee.

     

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

     

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

     

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

     

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

     

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

    


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

    


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

     

    (8)    (C)Issuance
      of Class R and Class R-X Certificates.

     

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

     

    	Section
            2.09  	
            Covenants
              of the Servicer.

          


     

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

     

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

     

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

     

    	Section
            2.10  	
            Purposes
              and Powers of the Trust

          


     

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

     

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

     

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

     

    (c)
        to
      make
      payments on the Certificates;

     

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

     

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

     

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

     

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    ARTICLE
      III

     

    Administration
      and Servicing of
      Mortgage Loans

     

    	Section
            3.01  	
            Servicer
              to Service Mortgage Loans.

          


     

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

     

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

     

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

     

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

     

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

     

    	Section
            3.02  	
            Reserved.

          


     

    	Section
            3.03  	
             [Reserved].

          


    
       

      	Section
              3.04  	
               The
                Pool Policy

            


    

     

    The
      Servicer shall prepare and file on a timely basis with the Pool Insurer, all
      claims which may be made under the Pool Policy with respect to the covered
      Mortgage Loans. The Servicer shall enforce the obligations of the Servicer
      to
      take all actions required under the Pool Policy as a condition to the payment
      of
      any such claim. The Trustee agrees to hold the Pool Policy.

     

    	Section
            3.05  	
            Trustee
              to Act as Servicer.

          


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    	Section
            3.06  	
            Collection
              of Mortgage Loan Payments;
              Servicing

          


     

    Accounts;
      Collection Account; Certificate Account; Distribution
      Account; Excess Reserve Fund Account.

     

    (a)
        In
      accordance with and to the extent of the Servicing Standard, the Servicer shall
      make reasonable efforts in accordance with the customary and usual standards
      of
      practice of prudent mortgage servicers to collect all payments called for under
      the Mortgage Loans to the extent the procedures are consistent with this
      Agreement and any related Required Insurance Policy. Consistent with the
      foregoing, the Servicer may in its discretion (i) waive any late payment charge
      or, subject to Section 3.20, any Prepayment Charge or penalty interest in
      connection with the prepayment of a Mortgage Loan, (ii) modify any delinquent
      or
      defaulted Mortgage Loan (including modifications that change the Mortgage Rate,
      forgive the payment of principal or interest or extend the final maturity date
      of that Mortgage Loan); provided, that such modification is consistent with
      the
      Servicing Standard and if in the Servicer’s determination such modification is
      not materially adverse to the interests of the Certificateholders (taking into
      account any estimated loss that might result absent such action) and is expected
      to minimize the loss of such Mortgage Loan; provided, however, that the Servicer
      shall not initiate new lending to such Mortgagor through the Trust, and (iii)
      extend the due dates for payments due on a Mortgage Note for a period not
      greater than 125 days. However, the Servicer cannot extend the maturity of
      any
      Mortgage Loan past the date on which the final payment is due on the latest
      maturing Mortgage Loan in the applicable Loan Group as of the Cut-off Date.
      In
      the event of any such arrangement, the Servicer shall make Advances on the
      related Mortgage Loan in accordance with Section 4.01 during the scheduled
      period in accordance with the amortization schedule of the Mortgage Loan without
      modification thereof because of the arrangements. In addition, the NIM Insurer’s
      prior written consent shall be required for any modification, waiver, or
      amendment if the amendment of the aggregate number of outstanding Mortgage
      Loans
      that have been modified, waived, and amended exceeds 5% of the aggregate number
      of Mortgage Loans. The Servicer shall not be required to institute or join
      in
      litigation with respect to collection of any payment (whether under a Mortgage,
      Mortgage Note, or otherwise or against any public or governmental authority
      with
      respect to a taking or condemnation) if it reasonably believes that enforcing
      the provision of the Mortgage or other instrument pursuant to which the payment
      is required is prohibited by applicable law. The Servicer shall not sell any
      delinquent or defaulted Mortgage Loan.

     

    (b)
        The
      Servicer shall establish and maintain one or more Servicing Accounts into which
      the Servicer shall deposit on a daily basis within one (1) Business Day of
      receipt, the following payments and collections received by it in respect of
      Mortgage Loans after the Cut-off Date (other than in respect of principal and
      interest due on the Mortgage Loans by the Cut-off Date):

     

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

     

    (ii)  all
      payments on account of interest on the Mortgage Loans; and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (iv)  [reserved];

     

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

     

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

     

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

     

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

     

    (ix)  all
      Prepayment Charges collected.

     

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

     

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

     

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

     

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

     

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

     

    On
      each
      Distribution Date on which a Net WAC Cap Carry Forward Amount exists for any
      Class of Certificates, the Trustee shall withdraw from the Excess Reserve Fund
      Account amounts necessary to pay to the Class of Certificates the Net WAC Cap
      Carry Forward Amount. Such payments shall be allocated to those Classes as
      provided in Section 4.02(IV). Any Net WAC Cap Carry Forward Amounts paid by
      the
      Trustee to the Certificateholders shall be accounted for by the Trustee as
      amounts distributed by REMIC IV to the Holder of the Class C Interest and by
      REMIC V to the Class C Certificateholder (and from the Class C Certificateholder
      to the Excess Reserve Fund Account), for all federal income tax purposes. In
      addition, the Trustee shall account for the Certificateholders’ rights to
      receive payments of Net WAC Cap Carry Forward Amounts as rights in a limited
      recourse interest rate cap contract written by the Class C Certificateholder
      in
      favor of the other Certificateholders.

     

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

     

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

     

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

     

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

     

    (e)
        [Reserved].

     

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

     

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

     

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

     

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

     

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

     

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

     

    (g)
        Each
      institution at which the Certificate Account or the Distribution Account is
      maintained shall invest the funds therein as directed in writing by the Servicer
      in Permitted Investments, which shall mature not later than the second Business
      Day preceding the related Distribution Account Deposit Date (except that if
      the
      Permitted Investment is an obligation of the institution that maintains the
      account, then the Permitted Investment shall mature not later than the Business
      Day preceding the Distribution Account Deposit Date) and shall not be sold
      or
      disposed of before its maturity. All Permitted Investments shall be made in
      the
      name of the Trustee, for the benefit of the Certificateholders. All income
      realized from any investment of funds on deposit in the Certificate Account
      and
      the Distribution Account shall be for the benefit of the Servicer as servicing
      compensation and shall be remitted to it monthly as provided herein. The amount
      of any realized losses on Permitted Investments in the Certificate Account
      or
      Distribution Account shall promptly be deposited by the Servicer in the
      Certificate Account or the Distribution Account, respectively. The Trustee
      shall
      not be liable for the amount of any loss incurred in respect of any investment
      or lack of investment of funds held in the Certificate Account or the
      Distribution Account and made in accordance with this Section 3.06.
      Notwithstanding the foregoing, if amounts remitted by the Servicer to the
      Trustee pursuant to Section 3.09(a) for deposit in the Distribution Account
      and
      investment directions therefor are not received by the Trustee before 12:00
      p.m.
      (pacific time) on the Distribution Account Deposit Date, amounts on deposit
      in
      the Distribution Account shall remain uninvested.

     

    (h)
        
      [Reserved].

     

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

     

    	Section
            3.07  	
            Collection
              of Taxes, Assessments, and Similar
              Items

          


     

    Escrow
      Accounts.

     

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

     

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

     

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

     

    	Section
            3.08  	
            Access
              to Certain Documentation and
              Information

          


     

    Regarding
      the Mortgage Loans.

     

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

     

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

     

    	Section
            3.09  	
            Permitted
              Withdrawals from the Certificate Account,
              the

          


     

    Distribution
      Account and the Excess Reserve Fund Account.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (v)  to
      make
      distributions to the Supplemental Interest Trust, in accordance with Section
      4.05.

     

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

     

    	Section
            3.10  	
            Maintenance
              of Hazard Insurance; Maintenance
              of

          


     

    Primary
      Insurance Policies.

     

    (a)
        The
      Servicer shall maintain, for each Mortgage Loan, hazard insurance with extended
      coverage in an amount that is at least equal to the lesser
      of:

     

    (i)  the
      maximum insurable value of the improvements securing the Mortgage Loan;
and

     

    (ii)  the
      greater
      of
      (y) the
      outstanding principal balance of the Mortgage Loan and
      (z) an
      amount such that the proceeds of the policy are sufficient to prevent the
      related Mortgagor or the mortgagee from becoming a co-insurer.

     

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

     

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

     

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

     

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

     

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

          


     

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

     

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

     

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

     

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

     

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

     

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

          


     

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

     

    Notwithstanding
      the foregoing, the Servicer shall not be required to expend its own funds in
      connection with any foreclosure or towards the restoration of any property
      unless it determines (i) that the restoration or foreclosure will increase
      the
      proceeds of liquidation of the Mortgage Loan after reimbursement to itself
      of
      restoration expenses and (ii) that restoration expenses will be recoverable
      to
      it through Liquidation Proceeds (respecting which it shall have priority for
      purposes of withdrawals from the Certificate Account). The Servicer shall be
      responsible for all other costs and expenses incurred by it in any foreclosure
      proceedings. The Servicer is entitled to reimbursement thereof from the
      liquidation proceeds with respect to the related Mortgaged Property, as provided
      in the definition of Liquidation Proceeds. If the Servicer has knowledge that
      a
      Mortgaged Property that the Servicer is contemplating acquiring in foreclosure
      or by deed in lieu of foreclosure is located within one mile of any site listed
      in the Expenditure Plan for the Hazardous Substance Clean Up Bond Act of 1984
      or
      other site with environmental or hazardous waste risks known to the Servicer,
      the Servicer will, before acquiring the Mortgaged Property, consider the risks
      and only take action in accordance with its established environmental review
      procedures. The Servicer shall not foreclose any Mortgaged Property or accept
      a
      deed in lieu of foreclosure for any Mortgaged Property without the consent
      of
      the NIM Insurer if the Servicer has actual knowledge or notice that the
      Mortgaged Property contains material hazardous wastes or substances subject
      to
      the Hazardous Substance Clean Up Bond Act of 1984.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)
        [Reserved].

     

    (c)
        The
      Servicer may agree to a modification of any Mortgage Loan at the request of
      the
      related Mortgagor if (i) the modification is in lieu of a refinancing and the
      Mortgage Rate on the relevant Mortgage Loan, as modified, is approximately
      a
      prevailing market rate for newly-originated mortgage loans having similar terms
      and (ii) the Servicer purchases the relevant Mortgage Loan from the Trust Fund
      as described below. Upon the agreement of the Servicer to modify a Mortgage
      Loan
      in accordance with the preceding sentence, the Servicer shall purchase that
      Mortgage Loan and all interest of the Trustee in that Mortgage Loan shall
      automatically be deemed transferred and assigned to the Servicer and all
      benefits and burdens of ownership thereof, including the right to accrued
      interest thereon from the date of purchase and the risk of default thereon,
      shall pass to the Servicer. The Servicer shall promptly deliver to the Trustee
      a
      certification of a Servicing Officer to the effect that all requirements of
      the
      first paragraph of this subsection (c) have been satisfied with respect to
      the
      Mortgage Loan to be repurchased pursuant to this paragraph.

     

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

     

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

     

    	Section
            3.13  	
            Trustee
              to Cooperate; Release of Mortgage
              Files.

          


     

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

     

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

     

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

     

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

          


     

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

     

    	Section
            3.15  	
            Servicing
              Compensation.

          


     

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

     

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

     

    	Section
            3.16  	
            Access
              to Certain Documentation.

          


     

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

     

    	Section
            3.17  	
            Annual
              Statement as to Compliance.

          


     

    The
      Servicer shall deliver to the Trustee via electronic mail
      (DBSEC.Notifications@db.com), the Depositor and the Rating Agencies on or before
      March 15 of each year, commencing in 2007, an officer’s certificate, certifying
      that with respect to the period ending December 31st of the prior year: (i)
      the
      Servicer or such Servicing Officer, as applicable, has reviewed the activities
      of the Servicer during the preceding calendar year or portion thereof and its
      performance under this Agreement and (ii) to the best of the Servicer’s or such
      Servicing Officer’s knowledge, as applicable, based on such review, the Servicer
      has performed and fulfilled its duties, responsibilities and obligations under
      this Agreement in all material respects throughout such year, or, if there
      has
      been a default in the fulfillment of any such duties, responsibilities or
      obligations, specifying each such default known to such Servicing Officer and
      the nature and status thereof. Copies of any such statement shall be provided
      by
      the Trustee to any Certificateholder and to any Person identified to the Trustee
      as a prospective transferee of a Certificate, upon request at the expense of
      the
      requesting party, provided such statement is delivered by the Servicer to the
      Trustee. In addition to the foregoing, the Servicer will, to the extent
      reasonable, give any other servicing information required by the Commission
      pursuant to applicable law. 

     

    	Section
            3.18  	
            Assessments
              of Compliance and Attestation
              Reports.

          


     

    The
      Servicer shall service and administer the Mortgage Loans in accordance with
      all
      applicable requirements of the Servicing Criteria (as set forth in Exhibit
      R
      hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122
      of Regulation AB, the Servicer shall deliver to the Trustee via electronic
      mail
      (DBSEC.Notifications@db.com) and the Depositor prior to (x) March 15, 2007
      and
      (y) unless and until a Form 15 Suspension Notice shall have been filed, prior
      to
      March 15th of each year thereafter, a report regarding the Servicer’s assessment
      of compliance (an “Assessment of Compliance”) with the Servicing Criteria during
      the preceding calendar year. The Assessment of Compliance must be reasonably
      satisfactory to the Depositor, and as set forth in Regulation AB, the Assessment
      of Compliance must contain the following:

     

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

     

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

     

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

     

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

     

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

     

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

     

    Prior
      to
      (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 15th of each year thereafter, the Servicer
      shall
      furnish to the Trustee and the Depositor a report (an “Attestation Report”) by a
      registered public accounting firm that attests to, and reports on, the
      Assessment of Compliance made by the Servicer, as required by Rules 13a-18
      and
      15d-18 of the Exchange Act and Item 1122(b) of Regulation AB, which Attestation
      Report must be made in accordance with standards for attestation reports issued
      or adopted by the Public Company Accounting Oversight Board. 

     

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

     

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

     

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

     

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

     

    The
      Trustee shall, prior to (x) March 15, 2007 and (y) unless and until a Form
      15
      Suspension Notice shall have been filed, prior to March 15th of each year
      thereafter, shall also provide an Assessment of Compliance and Attestation
      Report, as and when provided above, which shall at a minimum address each of
      the
      Servicing Criteria specified on Exhibit R hereto which are indicated as
      applicable to the “trustee.”

     

    	Section
            3.19  	
            Errors
              and Omissions Insurance; Fidelity
              Bonds.

          


     

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

     

    	Section
            3.20  	
            Notification
              of Adjustments.

          


     

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

     

    	Section
            3.21  	
            Prepayment
              Charges.

          


     

    (a)
        The
      Servicer shall not waive any part of any Prepayment Charge unless the waiver
      relates to a default or a reasonably foreseeable default, the collection of
      any
      Prepayment Charge would violate any relevant law or regulation or the waiving
      of
      the Prepayment Charge would otherwise benefit the Trust Fund and it is expected
      that the waiver would maximize recovery of total proceeds taking into account
      the value of the Prepayment Charge and related Mortgage Loan and doing so is
      standard and customary in servicing similar Mortgage Loans (including any waiver
      of a Prepayment Charge in connection with a refinancing of a Mortgage Loan
      that
      is related to a default or a reasonably foreseeable default). The Servicer
      shall
      not waive a Prepayment Charge in connection with a refinancing of a Mortgage
      Loan that is not related to a default or a reasonably foreseeable
      default.

     

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

     

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

     

    	Section
            3.22  	
            Pre-Funding
              Accounts.

          


     

    (a) No
      later
      than the Closing Date, the Trustee shall establish and maintain two segregated
      trust accounts that are each Eligible Accounts, which shall be titled (i) “Group
      I Pre-Funding Account, [Trustee],
      as
      Trustee and Supplemental Interest Trust Trustee for the registered holders
      of
      Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[ ]” (the
“Group
      I Pre-Funding Account”)
      and
      (ii) “Group II Pre-Funding Account, [Trustee], as Trustee and Supplemental
      Interest Trust Trustee for the registered holders of Home Equity Mortgage Loan
      Asset-Backed Certificates, Series INABS 20__-[ ]” (the “Group
      II Pre-Funding Account”).
      The
      Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding
      Account and retain therein the Original Group I Pre-Funded Amount or the
      Original Group II Pre-Funded Amount, as applicable, remitted on the Closing
      Date
      to the Trustee by the Depositor. Funds deposited in the Pre-Funding Accounts
      shall be held in trust by the Trustee for the Certificateholders for the uses
      and purposes set forth herein. The Trustee shall account for the Pre-Funding
      Accounts as outside reserve funds within the meaning of Treasury Regulation
      Section 1.860G-2(h) and not as assets of any REMIC created pursuant to this
      Agreement.

    


    (b) The
      Trustee shall invest funds deposited in the Pre-Funding Accounts in Permitted
      Investments of the kind described in clauses (i), (iii) or (ix) of the
      definition of Permitted Investments, as specified in a written direction from
      the Servicer, with a maturity date no later than the second Business Day
      preceding each Distribution Date. For federal income tax purposes, the holders
      of the Class R Certificates shall be the owners of the Pre-Funding Accounts
      and
      shall report all items of income, deduction, gain or loss arising therefrom.
      The
      Servicer shall deposit in the applicable Pre-Funding Account the amount of
      any
      net loss incurred in respect of any such Permitted Investment immediately upon
      realization of such loss without any right of reimbursement therefor. The
      Pre-Funding Accounts shall not be assets of any Trust REMIC.

    


    (c) Amounts
      on deposit in the Pre-Funding Accounts shall be withdrawn by the Trustee as
      follows:

    


    (i)  on
      any
      Subsequent Transfer Date, the Trustee shall withdraw from the related
      Pre-Funding Account an amount equal to 100% of the Stated Principal Balances
      of
      the Subsequent Mortgage Loans transferred and assigned to the Trustee for
      deposit in the pool of Mortgage Loans on such Subsequent Transfer Date and
      pay
      such amount to or upon the order of the Depositor upon satisfaction of the
      conditions set forth in Section 2.07 with respect to such transfer and
      assignment;

     

    (ii)  if
      the
      amount on deposit in the related Pre-Funding Account has not been reduced to
      zero during the Funding Period, on the day of the termination of the Funding
      Period, the Trustee shall deposit into the Distribution Account any amounts
      remaining in the Pre-Funding Account to be held uninvested;

     

    (iii)  to
      withdraw any amount not required to be deposited in the Pre-Funding Accounts
      or
      deposited therein in error; and

     

    (iv)  to
      clear
      and terminate the Pre-Funding Accounts upon the earlier to occur of (A) the
      day
      immediately following the end of the Funding Period and (B) the termination
      of
      this Agreement, with any amounts remaining on deposit therein being paid to
      the
      Certificateholders then entitled to distributions in respect of
      principal.

     

    	Section
            3.23  	
            [Reserved]

          


     

    


    	Section
            3.24  	
            Commission
              Reporting 

          


     

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

     

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

     

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

     

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

     

    (e)
        
      Prior to
      (x) March 15, 2007 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 15th of each year thereafter, the Servicer
      shall
      provide the Trustee with an Annual Compliance Statement, together with a copy
      of
      the Assessment of Compliance and Attestation Report to be delivered by the
      Servicer pursuant to Sections 3.17 and 3.18. Prior to (x) March 31, 2007 and
      (y)
      unless and until a Form 15 Suspension Notice shall have been filed, March 31st
      of each year thereafter, the Trustee shall, subject to subsection (f) below,
      file a Form 10-K, with respect to the Trust Fund. The Trustee shall prepare
      each
      Form 10-K and, no later than 5 Business Days prior to the date on which such
      Form 10-K is required to be filed, deliver a copy of such Form 10-K to the
      Depositor for review. No later than the Business Day following the receipt
      thereof, the Depositor shall notify the Trustee of any changes to made to the
      Form 10-K. The Trustee shall make any changes thereto requested by the Depositor
      and deliver the final Form 10-K to the Depositor for signature no later than
      three Business Days prior to the date on which such Form 10-K must be filed
      by
      the Trustee in accordance with this clause (e). The Depositor shall execute
      the
      final Form 10-K and deliver the same to the Trustee via electronic mail
      (DBSEC.Notifications@db.com) or facsimile no later than Business Day following
      receipt of the same (which, unless not received within such time frame from
      the
      Trustee, shall be no later than two Business Days prior to the date on which
      the
      From 10-K is required to be filed), with an original executed hard copy to
      follow by overnight mail. Such Form 10-K shall include the Assessment of
      Compliance, Attestation Report, Annual Compliance Statements and other
      documentation provided by the Servicer pursuant to Sections 3.17 and 3.18 and
      a
      certification in the form attached hereto as Exhibit O-1 (the “Depositor
      Certification”), which shall be signed by the senior officer of the Depositor in
      charge of securitization. 

     

    (f)
        As
      to
      each item of information required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, the Trustee's or Depositor’s obligation to include the information in
      the applicable report is subject to receipt from the entity that is indicated
      in
      Exhibit S as the responsible party for providing that information, if other
      than
      the Trustee or the Depositor, as applicable, as and when required as described
      above. Each of the Trustee, the Servicer and the Depositor, as applicable,
      hereby agree to notify and provide to the Trustee and the Depositor all
      information that is required to be included in any Form 10-D, Form 8-K or Form
      10-K, with respect to which that entity is indicated in Exhibit S as the
      responsible party for providing that information. In the case of information
      to
      be included in the From 10-D, such information shall be delivered to the Trustee
      no later than no later than 5 calendar days following each Distribution Date.
      In
      the case of information to be included in the Form 8-K, such information shall
      be delivered to the Depositor no later than no later 2 Business Days following
      the occurrence of a reportable event. In the case of information to be included
      in the From 10-K, such information, other than the documentation provided
      pursuant to Sections 3.17, 3.18 and 3.24(f), shall be delivered to the Trustee
      no later than no later than (x) March 1, 2007 and (y) unless and until a Form
      15
      Suspension Notice shall have been filed, March 1st of each year thereafter.
      The
      Servicer shall be responsible for determining the pool concentration applicable
      to any subservicer or originator at any time, for purposes of disclosure as
      required by Items 1117 and 1119 of Regulation AB. The Trustee shall provide
      electronic or paper copies of all Form 10-D, 8-K and 10-K filings free of charge
      to any Certificateholder upon request. 

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    ARTICLE
      IV

     

    Distributions
      and Advances by the Servicer

     

    	Section
            4.01  	
            Advances.

          


     

    (a) The
      Servicer shall determine by each Servicer Advance Date whether it is required
      to
      make an Advance pursuant to the definition of Advance. If the Servicer
      determines it is required to make an Advance, it shall, by the Servicer Advance
      Date, either (i) deposit into the Certificate Account the Advance or (ii) make
      an appropriate entry in its records relating to the Certificate Account that
      any
      Amount Held for Future Distribution has been used by the Servicer in discharge
      of its obligation to make the Advance. The Servicer shall replace any funds
      so
      applied by making a deposit in the Certificate Account no later than the close
      of business on the next Servicer Advance Date. The Servicer shall be reimbursed
      from the Certificate Account for all Advances of its own funds made pursuant
      to
      this Section 4.01, as provided in Section 3.09. The obligation to make Advances
      with respect to any Mortgage Loan shall continue if the Mortgage Loan has been
      foreclosed or otherwise terminated and the related Mortgaged Property has not
      been liquidated. The Servicer shall inform the Trustee of the amount of the
      Advance to be made on each Servicer Advance Date no later than the second
      Business Day before the related Distribution Date.

     

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

     

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

     

    	Section
            4.02  	
            Priorities
              of Distribution.

          


     

    (I) On
      each
      Distribution Date, Net Swap Payments and Swap Termination Payments (other than
      Swap Termination Payments resulting from a Swap Provider Trigger Event) payable
      by the Supplemental Interest Trust to the Swap Provider pursuant to the Swap
      Agreement shall be withdrawn by the Trustee from amounts on deposit in the
      Distribution Account, prior to any distributions to the Certificateholders.
      On
      each Distribution Date, such amounts will be remitted to the Supplemental
      Interest Trust, first to make any Net Swap Payment owed to the Swap Provider
      pursuant to the Swap Agreement for such Distribution Date, and second to make
      any Swap Termination Payment (not due to a Swap Provider Trigger Event) owed
      to
      the Swap Provider pursuant to the Swap Agreement for such Distribution Date.
      The
      Trustee will then make the disbursements and transfers from amounts then on
      deposit in the Distribution Account in the following order of priority and,
      in
      each case, to the extent of Available Funds:

     

    (a)
        Interest
      Distributions.



     

    (i)  From
      the
      Group I Interest Remittance Amount,

     

    (A)
        concurrently,
      to the Class 1A-1
      and
      Class 1A -2
      Certificates,
      pro
      rata,
      the
      related Accrued Certificate Interest Distribution Amount and any related Unpaid
      Interest Amounts for such Classes on that Distribution Date; and

     

    (B)
        concurrently,
      to the Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, pro
      rata,
      the
      related Accrued Certificate Interest Distribution Amount or Unpaid Interest
      Amounts remaining undistributed for such Classes on that Distribution Date
      after
      the distributions in clause (ii) below;

     

    (ii)  From
      the
      Group II Interest Remittance Amount:

     

    (A)
        concurrently,
      to the Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, pro
      rata,
      the
      related Accrued Certificate Interest Distribution Amount and any related Unpaid
      Interest Amounts for such Classes on that Distribution Date; and

     

    (B)
        concurrently,
      to the Class 1A-1 and Class 1A -2 Certificates, pro
      rata, the
      related Accrued Certificate Interest Distribution Amount or Unpaid Interest
      Amounts remaining undistributed for such Class on that Distribution Date after
      distributions pursuant to clause (i) above; and

     

    (iii)  From
      the
      remaining Group I Interest Remittance Amount and Group II Interest Remittance
      Amount, sequentially, to the Class M-1, Class M-2 and Class M-3 Certificates,
      in
      that order, the Accrued Certificate Interest Distribution Amount for each such
      Class on that Distribution Date.

     

    (b)
        Principal
      Distributions.

     

    (i)  with
      respect to each Distribution Date (x) before the Stepdown Date or (y) if a
      Trigger Event is in effect, distributions in respect of principal, as
      follows:

     

    (A) (1)
      the
      Group I Principal Distribution Amount for such Distribution Date, concurrently,
      to the Class 1A-1 and Class 1A-2 Certificates, pro
      rata,
      until
      their respective Class Certificate Balances have been reduced to zero;
      and

     

    (2)
      from
      any remaining Group I Principal Distribution Amount, sequentially, to the Class
      2A-1, Class 2A-2 and Class 2A-3 Certificates (after the distribution of the
      Group II Principal Distribution Amount as provided in clause (b)(i)(B)(1)
      below), in that order, until their respective Class Certificate Balances have
      been reduced to zero; provided, however, that with respect to distributions
      on
      any Distribution Date pursuant to this clause (b)(i)(A)(2) on which the
      aggregate Class Certificate Balance of the Subordinated Certificates has been
      reduced to zero and the Overcollateralization Amount for such Distribution
      Date
      is equal to or less than zero, any remaining Group I Principal Distribution
      Amount for that Distribution Date to be distributed to the Group II Certificates
      shall be distributed, concurrently, to the Class 2A-1, Class 2A-2 and Class
      2A-3
      Certificates, pro
      rata,
      based
      on their respective Class Certificate Balances;

     

    (9)    (B)(1)
      the
      Group II Principal Distribution Amount for such Distribution Date, sequentially,
      to the Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, in that order, until
      their respective Class Certificate Balances have been reduced to zero; provided,
      however, that with respect to distributions on any Distribution Date pursuant
      to
      this clause (b)(i)(B)(x) on which the aggregate Class Certificate Balance of
      the
      Subordinated Certificates has been reduced to zero and the Overcollateralization
      Amount for such Distribution Date is equal to or less than zero, the Group
      II
      Principal Distribution Amount for that Distribution Date to be distributed
      to
      the Group II Certificates shall be distributed, concurrently, to the Class
      2A-1,
      Class 2A-2 and Class 2A-3 Certificates, pro
      rata
      (rather
      than sequentially), based on their respective Class Certificate Balances;
      and

     

    (2)
      from
      any remaining Group II Principal Distribution Amount, concurrently, to the
      Class
      1A-1 and Class 1A-2 Certificates, pro
      rata
      (after
      the distribution of the Group I Principal Distribution Amount as provided in
      clause (b)(i)(A)(x) above), until their respective Class Certificate Balances
      have been reduced to zero; and then

     

    (C)
      Any
      Group I Principal Distribution Amount and Group II Principal Distribution Amount
      remaining after the distributions pursuant to clauses (A) and (B) above,
      sequentially, to the Class M-1, Class M-2 and Class M-3 Certificates, in
      that order, until their respective Class Certificate Balances have been reduced
      to zero;

     

    (ii)  with
      respect to each Distribution Date (x) on and after the Stepdown Date and (y)
      as
      long as a Trigger Event is not in effect, distribution in respect of principal
      as follows: 

     

    (A)
        From
      the
      Group I Principal Distribution Amount for such Distribution Date:

     

    (1)
        the
      Group
      I Senior Principal Distribution Amount for such Distribution Date, concurrently
      to the Class 1A-1 and Class 1A-2 Certificates, pro
      rata,
      until
      their respective Class Certificate Balances have been reduced to zero;
      and

     

    (2)
        from
      any
      Group I Principal Distribution Amount that remains undistributed, sequentially,
      to the Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, in that order, up
      to
      the Group II Senior Principal Distribution Amount remaining undistributed after
      the distribution of the Group II Principal Distribution Amount as provided
      in
      clause (b)(ii)(B)(1) below, until their respective Class Certificate Balances
      have been reduced to zero; provided, however, that with respect to distributions
      on any Distribution Date pursuant to this clause (b)(ii)(A)(2) on which the
      aggregate Class Certificate Balance of the Subordinated Certificates has been
      reduced to zero and the Overcollateralization Amount for such Distribution
      Date
      is equal to or less than zero, any remaining Group I Principal Distribution
      Amount for that Distribution Date to be distributed to the Group II Certificates
      shall be distributed, concurrently, to the Class 2A-1, Class 2A-2 and Class
      2A-3
      Certificates, pro rata, based on their respective Class Certificate Balances;
      and

     

    (B)
        From
      the
      Group II Principal Distribution Amount for such Distribution Date: 

     

    (1)
        the
      Group
      II Senior Principal Distribution Amount for such Distribution Date,
      sequentially, to the Class 2A-1, Class 2A-2 and Class 2A-3 Certificates, in
      that
      order, until their respective Class Certificate Balances have been reduced
      to
      zero; provided, however, that with respect to distributions on any Distribution
      Date pursuant to this clause (b)(ii)(B)(1) on which the aggregate Class
      Certificate Balance of the Subordinated Certificates has been reduced to zero
      and the Overcollateralization Amount for such Distribution Date is equal to
      or
      less than zero, the Group II Senior Principal Distribution Amount for that
      Distribution Date to be distributed to the Group II Certificates shall be
      distributed, concurrently, to the Class 2A-1, Class 2A-2 and Class 2A-3
      Certificates, pro rata, based on their respective Class Certificate
      Balances;

     

    (2)
        from
      any
      Group II Principal Distribution Amount that remains undistributed, concurrently,
      to the Class 1A-1 and Class 1A-2 Certificates, pro
      rata,
      until
      their respective Class Certificate Balances have been reduced to zero, up to
      the
      Group I Senior Principal Distribution Amount remaining undistributed after
      the
      distribution of the Group I Principal Distribution Amount, as provided in clause
      (b)(ii)(A)(1) above, until their respective certificate balances have been
      reduced to zero; and then

     

    (C)
        from
      any
      remaining Group I Principal Distribution Amount and Group II Principal
      Distribution Amount, sequentially, to the Class M-1 Certificates, the Class
      M-1 Principal Distribution Amount; to the Class M-2 Certificates, the Class
      M-2 Principal Distribution Amount; to the Class M-3 Certificates, the Class
      M-3 Principal Distribution Amount, in that order, in each case until their
      respective Class Certificate Balances have been reduced to zero.

     

    (c)
        Total
      Monthly Excess Spread Distributions.
      Any
      amount of Available Funds remaining after the distributions in clauses (a)
      and
      (b) above shall be distributed in the following order of priority with respect
      to the Certificates:

     

    (i)  to
      fund
      the Extra Principal Distribution Amount for the Distribution Date to be paid
      as
      a component of the Group I Principal Distribution Amount or Group II Principal
      Distribution Amount in the same order of priority as described in clause (b)
      above;

     

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

     

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

     

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

     

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

     

    (vi)  to
      the
      Class M-3 Certificates, any Unpaid Interest Amounts for such Class;

     

    (vii)  to
      the
      Class M-3 Certificates, any Unpaid Realized Loss Amount for such
      Class;

     

    (viii)  to
      the
      Excess Reserve Fund Account, the amount of any Net WAC Cap Carry Forward Amount
      for such Distribution Date;

     

    (ix)  to
      the
      Supplemental Interest Trust for payment to
      the
Swap
      Provider, any Swap Termination Payments resulting from a Swap Provider Trigger
      Event (to the extent not paid by the Supplemental Interest Trust Trustee from
      any upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust
      Trustee);

     

    (x)  to
      the
      holders of the Class
      C
      Certificate,
      (a) the
      Class C Distributable Amount and (b) on any Distribution Date on which the
      Certificate Balances of the Class A and Subordinate Certificates have been
      reduced to zero, any remaining amounts in reduction of the Certificate Balance
      of the Class C Certificates, until the Certificate Balance thereof has been
      reduced to zero (and for federal and state income tax purposes, such total
      amounts shall be treated as amounts distributed by REMIC IV to the Holder of
      the
      Class C Interest and by REMIC V to the Holder of the Class C
      Certificates);

     

    (xi)  if
      such
      Distribution Date follows the Prepayment Period during which occurs the latest
      date on which a Prepayment Charge may be required to be paid in respect of
      any
      Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
      the
      Certificate Balance thereof, until the Certificate Balance thereof is reduced
      to
      zero (and for federal and state income tax purposes, such total amounts shall
      be
      treated as amounts distributed by REMIC IV to the Holder of the Class P Interest
      and by REMIC VI to the Holder of the Class P Certificates); and

     

    (xii)  to
      the
      holders of the Class R Certificates (in respect of the Class R-IV Interest),
      the
      remaining amount.

     

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

     

    (III) Without
      limiting the provisions of Section 9.02, by acceptance of the Class R
      Certificates, the holders of the Class R Certificates agree, and it is the
      understanding of the parties hereto, for so long as the NIM Notes are
      outstanding, to assign and transfer their rights to receive any amounts
      otherwise distributable to the holders of the Class R Certificates (and such
      rights are hereby assigned and transferred) to the Holders of the Class C
      Certificates, to be paid to the holders of the Class C Certificates.


     

    (IV) On
      each
      Distribution Date, the Trustee shall make the following disbursements and
      transfers from amounts then on deposit in the Excess Reserve Fund Account in
      the
      following order of priority, to the extent of funds available
      therefor:

     

    (a) concurrently,
      to each Class of Class A Certificates, pro
      rata,
      the
      amount of the Net WAC Cap Carry Forward Amount for each such Class;
      and

     

    (b) sequentially,
      to the Subordinated Certificates, in order of their distribution priority,
      to
      the extent of any Net WAC Cap Carry Forward Amount for each such Class.


     

    At
      least
      six (6) Business Days prior to the related Distribution Date, the Seller shall
      make available to the Trustee a statement containing (i) the aggregate
      Certificate Balances of each of the Group I Certificates, Group II Certificates
      and Subordinated Certificates owned by the Seller or any of its Affiliates
      during the immediately preceding Interest Accrual Period and/or as of the date
      of such statement to the Trustee and (ii) the names of the Sellers and/or any
      of
      its Affiliates that own any of the Group I Certificates, Group II Certificates
      or Subordinated Certificates during the immediately preceding Interest Accrual
      Period and/or as of the date of such statement to the Trustee. The Seller and
      its Affiliates hereby agree that (i) the Seller and its Affiliates shall own
      not
      less than 100% of any Class of Certificates and all transfers of Group I
      Certificates, Group II Certificates or Subordinated Certificates of any Class
      that the Seller and/or is Affiliates may undertake shall be restricted to 100%
      of such Class and (ii) neither the Seller nor any of its Affiliates shall
      undertake to sell any Certificates held by such entities or purchase any
      additional Certificates from the date of such statement to the Trustee until
      the
      first day following the related Distribution Date. 

     

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

     

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

     

    	Section
            4.03  	
            Monthly
              Statements to Certificateholders.

          


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ix)  the
      amount of any Total Monthly Excess Spread on the Distribution Date and the
      allocation thereof to the Certificateholders with respect to Unpaid Realized
      Loss Amounts and Unpaid Interest Amounts;

     

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

     

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

     

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

     

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

     

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

     

    (A)
      the
      weighted average mortgage rate of the Mortgage Loans, and

    


    (B)
      the
      weighted average remaining term to maturity of the Mortgage Loans;

    


    (xv)  the
      number and aggregate outstanding balance of the Mortgage Loans in each Loan
      Group as of the end of the preceding calendar month:

     

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

     

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

     

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

     

    (xvi)  for
      each
      of the preceding 12 calendar months, or all calendar months since the Cut-off
      Date, whichever is less, the aggregate dollar amount of the Scheduled Payments
      (A) due on all Outstanding Mortgage Loans on the Due Date in such month and
      (B)
      delinquent sixty (60) days or more (determined in the same manner as for
      determining Scheduled Payment delinquencies that result in a Mortgage Loan
      being
      a 60+ Day Delinquent Loan) on the Due Date in such month;

     

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

     

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

     

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

     

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

     

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

     

    (xxii)  reserved;

     

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

     

    (xxiv)  
      whether
      a Trigger Event is in effect separately identifying the components
      thereof;

     

    (xxv)  the
      aggregate amount of Applied Realized Loss Amounts incurred during the preceding
      calendar month and the aggregate Unpaid Realized Loss Amount through the
      Distribution Date;

     

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

     

    (xxvii)  the
      Overcollateralization Amount for such Distribution Date and the
      Overcollateralization Target Amount for such Distribution Date;

     

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

     

    (xxix)  for
      the
      distribution occurring on the Distribution Date immediately following the end
      of
      the Funding Period, the balance on deposit in the Group I Pre-Funding Account
      and/or the Group II Pre-Funding Account that has not been used to purchase
      Subsequent Mortgage Loans and that is being distributed to the
      Certificateholders on such Distribution Date.

     

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

     

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

     

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


     

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

     

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

     

    	Section
            4.04  	
            Allocation
              of Interest Shortfall and Realized
              Losses

          


     

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

     

    If
      on any
      Distribution Date, the aggregate Class Certificate Balance of the Class A
      Certificates and the Subordinated Certificates, determined after all
      distributions pursuant to Section 4.01 have been made, exceeds the aggregate
      Stated Principal Balance of all of the Mortgage Loans as of such Distribution
      Date, such excess shall be allocated by the Trustee to reduce the balance of
      the
      Subordinated Certificates, in reverse order of their numerical designations,
      until the Class Certificate Balance of each such Class has been reduced to
      zero.
      All Applied Realized Losses so allocated to the Class Certificate Balance of
      any
      such Class on any Distribution Date shall be so allocated after the actual
      distributions to be made on such date as provided herein. No allocations of
      any
      Realized Losses shall be made to the Class Certificate Balance of the Class
      A
      Certificates. All references in Section 4.01 to the Class Certificate Balance
      of
      any Class of Certificates, unless otherwise stated, shall be to the Class
      Certificate Balance of such Class immediately prior to the relevant Distribution
      Date, before reduction thereof by any Realized Losses as provided in this
      Section 4.04, in each case to be allocated to such Class of Certificates, on
      such Distribution Date.

     

    Any
      allocation of Realized Losses to a Subordinated Certificate on any Distribution
      Date shall be made by reducing the Certificate Balance thereof by such
      Certificate’s pro rata share of Applied Realized Losses allocated to the related
      Class Certificate Balance.

     

    On
      each
      Distribution Date, following the foregoing distributions, an amount equal to
      the
      amount of Subsequent Recoveries included in the Available Funds for such
      Distribution Date shall be applied to increase the Class Certificate Balance
      of
      the Class of Subordinated Certificates with the Highest Priority up to the
      extent of Unpaid Realized Loss Amounts for such Class of Certificates. An amount
      equal to the amount of any remaining Subsequent Recoveries shall be applied
      to
      increase the Certificate Principal Balance of the Class of Certificates with
      the
      next Highest Priority, up to the amount of Unpaid Realized Loss Amounts for
      such
      Class of Certificates, and so on. Holders of such Certificates will not be
      entitled to any distributions in respect of interest on the amount of such
      increases for any Interest Accrual Period preceding the Distribution Date on
      which such increase occurs. Any such increases shall be applied to the
      Certificate Balance of each Certificate of such Class in accordance with its
      respective Percentage Interest.

    


     

    	Section
            4.05  	
            Supplemental
              Interest Trust.

          


     

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

     

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

     

    (c)
        On
      each
      Distribution Date, the Supplemental Interest Trust Trustee shall deposit into
      the Supplemental Interest Trust amounts received from the Swap Provider. On
      each
      Distribution Date, the Supplemental Interest Trust Trustee shall distribute
      from
      the Supplemental Interest Trust an amount up to the Net Swap Payment received
      from the Swap Provider under the Swap Agreement, in the following order of
      priority:

     

    (1) concurrently,
      to each Class of Class A Certificates, pro
      rata,
      in an
      amount equal to the Unpaid Interest Amount for each such Class and such
      Distribution Date, to the extent not paid pursuant to Section 4.01(I)(a);
      provided, that for this purpose no Certificates held by the Seller, the
      Depositor or any Affiliate shall receive such distribution;

     

    (2) sequentially,
      to each Class of Subordinated Certificates, in order of their distribution
      priority (highest to lowest), in an amount equal to the Unpaid Interest Amount
      for each such Class and such Distribution Date, to the extent not paid pursuant
      to Section 4.01(I)(c); provided, that for this purpose no Certificates held
      by
      the Seller, the Depositor or any Affiliate shall receive such
      distribution;

     

    (3) to
      fund
      the amount by which the Total Monthly Excess Spread for such Distribution Date
      is less than the Overcollateralization Deficiency on such Distribution Date,
      to
      be paid as a component of the Extra Principal Distribution Amount as described
      in Section 4.01(I)(b) above; provided, that for this purpose no Certificates
      held by the Seller, the Depositor or any Affiliate shall receive such
      distribution;

     

    (4) [reserved];
      

     

    (5) sequentially,
      to each Class of Subordinated Certificates, in order of their distribution
      priority (highest to lowest), in an amount equal to any Unpaid Realized Losses
      to the extent not paid pursuant to Section 4.01(I)(c); provided, that for this
      purpose no Certificates held by the Seller, the Depositor or any Affiliate
      shall
      receive such distribution; 

     

    (6) first,
      to
      each Class of Class A Certificates, pro
      rata,
      any
      related Net WAC Cap Carry Forward Amounts for such Classes remaining unpaid
      on
      such Distribution Date after all distributions of amounts on deposit in the
      Excess Reserve Fund Account are made, and second, sequentially, to each Class
      of
      Subordinated Certificates, in order of their distribution priority (highest
      to
      lowest), any related Net WAC Cap Carry Forward Amounts for such Class or Classes
      of Subordinated Certificates remaining unpaid on such Distribution Date, in
      each
      case to the extent not covered by other amounts on deposit in the Excess Reserve
      Fund Account; provided,
      that for this purpose no Certificates held by the Seller, the Depositor or
      any
      Affiliate shall receive such distribution; 

     

    (7) subject
      to 4.05(i) below, to
      IndyMac Bank, F.S.B., the amount of such distribution that would otherwise
      be
      payable to Certificates held by the Seller, the Depositor or any Affiliate
      without the inclusion of the proviso in clauses (1) through (6)
      above;

     

    (8)
       to
      the
      extent NIM Notes are issued, to the indenture trustee under the Indenture,
      that
      amount required to be distributed to the holders of the NIM Notes on the related
      Payment Date (as defined in the Indenture); and

     

    (9)
      any
      remainder to IndyMac Bank, F.S.B.

     

    (d)
        The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      IndyMac Bank, F.S.B. shall be the beneficial owner of the Supplemental Interest
      Trust, as such entity is entitled to receive any remaining amounts payable
      by
      the Swap Provider under the Swap Agreement as described pursuant to Section
      4.05(c), subject to the power of the Supplemental Interest Trust Trustee to
      transfer amounts under this Agreement. The Supplemental Interest Trust Trustee
      shall keep records that accurately reflect the funds on deposit in the
      Supplemental Interest Trust. The Supplemental Interest Trust Trustee shall,
      at
      the written direction of IndyMac Bank, F.S.B., invest amounts on deposit in
      the
      Supplemental Interest Trust in Permitted Investments. In the absence of written
      direction to the Supplemental Interest Trust Trustee from IndyMac Bank, F.S.B.,
      all funds in the Supplemental Interest Trust shall remain uninvested. On each
      Distribution Date, the Supplemental Interest Trust Trustee shall distribute,
      not
      in respect of any REMIC, any interest earned on the Supplemental Interest Trust
      to IndyMac Bank, F.S.B. It is the intention of the parties hereto that, for
      federal income tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from IndyMac Bank, F.S.B. IndyMac Bank F.S.B.’s ownership
      interest in the Supplemental Interest Trust may not be transferred (or
      re-transferred) unless 100% of the ownership interest is transferred (or
      re-transferred) to a single entity treated as a corporation for federal income
      tax purposes. IndyMac Bank F.S.B., and any subsequent owner of the Supplemental
      Interest Trust, will provide (and update as required or reasonably requested) an
      IRS Form W-9 or appropriate IRS Form W-8 to the Trustee.

     

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

     

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

     

    (g)
        In
      the
      event that the Swap Agreement is terminated prior to the Distribution Date
      in [
      ], the Supplemental Interest Trust Trustee shall, as directed by and upon the
      recommendation of a nationally-recognized investment bank (which may be Lehman
      Brothers, Inc.), and using any Swap Termination Payments paid by the Swap
      Provider and deposited in the Supplemental Interest Trust, appoint a successor
      Swap Provider.

     

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

     

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

     

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

          


     

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

     

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

     

    	Section
            4.07  	
            Certain
              Matters Relating to the Determination of
              LIBOR.

          


     

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

     

    The
      Pass-Through Rate for each Class of LIBOR Certificates for each Interest Accrual
      Period shall be determined by the Trustee on each LIBOR Determination Date
      so
      long as the LIBOR Certificates are outstanding on the basis of LIBOR and the
      respective formulae appearing in footnotes corresponding to the LIBOR
      Certificates in the table relating to the Certificates in the Preliminary
      Statement. The Trustee shall not have any liability or responsibility to any
      Person for its inability, following a good-faith reasonable effort, to obtain
      quotations from the Reference Banks or to determine the arithmetic mean referred
      to in the definition of LIBOR, all as provided for in this Section 4.07 and
      the
      definition of LIBOR. The establishment of LIBOR and each Pass-Through Rate
      for
      the LIBOR Certificates by the Trustee shall (in the absence of manifest error)
      be final, conclusive and binding upon each Holder of a Certificate and the
      Trustee.

     

    Section
      4.08 Distributions
      and Allocation of Realized Losses to the REMIC I Regular Interests, REMIC II
      Regular Interests and REMIC III Regular Interests.

    


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

     

    With
      respect to the Group I Mortgage Loans:

    


    (1)(i) to
      the
      Holders of REMIC I Regular Interest I-LT1, REMIC I Regular Interest I-LTP and
      REMIC I Regular Interest I-LT1PF in an amount equal to (A) the Uncertificated
      Interest for each REMIC I Regular Interest for such Distribution Date, plus
      (B)
      any amounts in respect thereof remaining unpaid from previous Distribution
      Dates; and

    


    (ii) to
      the
      Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately
      following the expiration of the latest Prepayment Charge as identified on the
      Prepayment Charge Schedule or any Distribution Date thereafter until $100 has
      been distributed pursuant to this clause;

    


    (2) to
      the
      Holders of REMIC I Regular Interest I-LT1 and REMIC I Regular Interest I-LT1PF,
      in an amount equal to the remainder of the Available Funds for such Distribution
      Date after the distributions made pursuant to clause (1)(i) above, allocated
      as
      follows:

    


    (a) to
      the
      Holders of REMIC I Regular Interest I-LT1, until the Uncertificated Balance
      of
      REMIC I Regular Interest I-LT1 is reduced to zero;

    


    (b) to
      the
      Holders of REMIC I Regular Interest I-LT1PF, until the Uncertificated Balance
      of
      REMIC I Regular Interest I-LT1PF is reduced to zero; and

    


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

    


    provided,
      however,
      that for
      the first Distribution Date, such amounts relating to the Initial Group I
      Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1 and such
      amounts relating to the Subsequent Group I Mortgage Loans shall be allocated
      to
      REMIC I Regular Interest I-LT1PF.

    


    With
      respect to the Group II Mortgage Loans:

    


    (1) to
      the
      Holders of REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF
      in an amount equal to (A) the Uncertificated Interest for each REMIC I Regular
      Interest for such Distribution Date, plus (B) any amounts in respect thereof
      remaining unpaid from previous Distribution Dates; and

    


    (2) to
      the
      Holders of REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF,
      in an amount equal to the remainder of the Available Funds for such Distribution
      Date after the distributions made pursuant to clause (1) above, allocated as
      follows:

    


    (a) to
      the
      Holders of REMIC I Regular Interest I-LT2, until the Uncertificated Balance
      of
      REMIC I Regular Interest I-LT2 is reduced to zero;

    


    (b) to
      the
      Holders of REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance
      of
      REMIC I Regular Interest I-LT2PF is reduced to zero; and

    


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

    


    provided,
      however, that for the first Distribution Date, such amounts relating to the
      Initial Group II Mortgage Loans shall be allocated to REMIC I Regular Interest
      I-LT2 and such amounts relating to the Subsequent Group II Mortgage Loans shall
      be allocated to REMIC I Regular Interest I-LT2PF.

    


    On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period will be distributed
      by REMIC I to the Holders of REMIC I Regular Interest I-LTP. The payment of
      the
      foregoing amounts to the Holders of REMIC I Regular Interest I-LTP shall not
      reduce the Uncertificated Balance thereof.

    


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

     

    With
      respect to the Group I Mortgage Loans:

    


    
      	 	
              (A)

            	
              to
                Holders of each of REMIC II Regular Interest I-I, REMIC I Regular
                Interest
                P and REMIC II Regular Interest I-1-A through I-59-B, pro rata, in
                an
                amount equal to (A) Uncertificated Interest for such REMIC II Regular
                Interests for such Distribution Date, plus (B) any amounts payable
                in
                respect thereof remaining unpaid from previous Distribution Dates;
                

            


    

    


    
      	 	
              (B)

            	
              to
                the extent of amounts remaining after the distributions made pursuant
                to
                clause (i) above, payments of principal shall be allocated as follows:
                first, to REMIC II Regular Interest I until the Uncertificated Balance
                is
                reduced to zero and second, to REMIC II Regular interests I-1-A through
                I-59-B starting with the lowest numerical denomination until the
                Uncertificated Balance of each such REMIC II Regular Interest is
                reduced
                to zero, provided that, for REMIC II Regular Interests with the same
                numerical denomination, such payments of principal shall be allocated
                pro
                rata between such REMIC II Regular Interests, and second, to the
                extent of
                the product of (a) any Overcollateralization Release Amounts multiplied
                by
                (b) a fraction, the numerator of which is the aggregate Scheduled
                Principal Balance of the Group I Mortgage Loans and the denominator
                of
                which is the aggregate Scheduled Principal Balance of the Mortgage
                Loans,
                to REMIC II Regular Interest I until the Uncertificated Balance of
                such
                REMIC II Regular Interest is reduced to zero;
                and

            


    

    


    
      	 	
              (C)

            	
              to
                the Holders of REMIC II Regular Interest P, (A) on each Distribution
                Date,
                100% of the amount paid in respect of Prepayment Charges and (B)
                on the
                Distribution Date immediately following the expiration of the latest
                Prepayment Charge as identified on the Prepayment Charge Schedule
                or any
                Distribution Date thereafter until $100 has been distributed pursuant
                to
                this clause.

            


    

    


    With
      respect to the Group II Mortgage Loans:

     

    
      	 	
              (A)

            	
              to
                Holders of each of REMIC II Regular Interest II and REMIC II Regular
                Interest II-1-A through II-59-B, pro rata, in an amount equal to
                (A)
                Uncertificated Interest for such REMIC II Regular Interests for such
                Distribution Date, plus (B) any amounts payable in respect thereof
                remaining unpaid from previous Distribution Dates;
                

            


    

    


    
      	 	
              (B)

            	
              to
                the extent of amounts remaining after the distributions made pursuant
                to
                clause (i) above, payments of principal shall be allocated as follows:
                first, to REMIC II Regular Interest II until the Uncertificated Balance
                is
                reduced to zero and second, to REMIC II Regular interests II-1-A
                through
                II-59-B starting with the lowest numerical denomination until the
                Uncertificated Balance of each such REMIC II Regular Interest is
                reduced
                to zero, provided that, for REMIC II Regular Interests with the same
                numerical denomination, such payments of principal shall be allocated
                pro
                rata between such REMIC II Regular Interests, and second, to the
                extent of
                the product of (a) any Overcollateralization Release Amounts multiplied
                by
                (b) a fraction, the numerator of which is the aggregate Scheduled
                Principal Balance of the Group II Mortgage Loans and the denominator
                of
                which is the aggregate Scheduled Principal Balance of the Mortgage
                Loans,
                to REMIC II Regular Interest II until the Uncertificated Balance
                of such
                REMIC II Regular Interest is reduced to zero;
                and

            


    

    


    
      	 	
              (C)

            	
              to
                the Holders of REMIC II Regular Interest P, on each Distribution
                Date,
                100% of the amount paid in respect of Prepayment
                Charges.

            


    

    


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

    


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

     

    (B) to
      Holders of REMIC III Regular Interest LTAA, REMIC III Regular Interest LT1A1,
      REMIC III Regular Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III
      Regular Interest LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular
      Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular Interest
      LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest LTM4, REMIC
      III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III Regular
      Interest LTM7, REMIC III Regular Interest LTM8, REMIC III Regular Interest
      LTM9,
      REMIC III Regular Interest LTZZ and REMIC III Regular Interest LTP, on a
pro
      rata basis,
      in
      an amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates. Amounts payable as Uncertificated Interest in respect of
      REMIC III Regular Interest LTZZ shall be reduced and deferred when the REMIC
      III
      Overcollateralized Amount is less than the REMIC III Overcollateralization
      Target Amount, by the lesser of (x) the amount of such difference and (y) the
      Maximum LTZZ Uncertificated Interest Deferral Amount and such amount will be
      payable to the Holders of REMIC III Regular Interest LT1A1, REMIC III Regular
      Interest LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest
      LT2A2, REMIC III Regular Interest LT2A3, REMIC III Regular Interest LT2A4,
      REMIC
      III Regular Interest LTM1, REMIC III Regular Interest LTM2, REMIC III Regular
      Interest LTM3, REMIC III Regular Interest LTM4, REMIC III Regular Interest
      LTM5,
      REMIC III Regular Interest LTM6, REMIC III Regular Interest LTM7, REMIC III
      Regular Interest LTM8 and REMIC III Regular Interest LTM9, in the same
      proportion as the Overcollateralization Increase Amount is allocated to the
      Corresponding Certificates and the Uncertificated Balance of the REMIC III
      Regular Interest LTZZ shall be increased by such amount;

     

    (C) to
      the
      Holders of REMIC III Regular Interest LT1SUB, REMIC III Regular Interest LT1GRP,
      REMIC III Regular Interest LT2SUB, REMIC III Regular Interest LT2GRP and REMIC
      III Regular Interest LTXX, on a pro
      rata
      basis,
      in an amount equal to (A) the Uncertificated Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates;

     

    (D) to
      the
      Holders of REMIC III Regular Interests, in an amount equal to the remainder
      of
      the REMIC III Marker Allocation Percentage of the Available Funds for such
      Distribution Date after the distributions made pursuant to clause (a) above,
      allocated as follows:

     

    (i) [
      ]% of
      such remainder (other than amounts payable under clause (iii) below) to the
      Holders of REMIC III Regular Interest LTAA and REMIC III Regular Interest LTP,
      until the Uncertificated Balance of such REMIC III Regular Interests are reduced
      to zero; provided, however, that REMIC III Regular Interest LTP shall not be
      reduced until the Distribution Date immediately following the expiration of
      the
      latest Prepayment Charge as identified on the Prepayment Charge Schedule or
      any
      Distribution Date thereafter, at which point such amount shall be distributed
      to
      REMIC III Regular Interest LTP, until $100 has been distributed pursuant to
      this
      clause;

     

    (ii) [
      ]% of
      such remainder (other than amounts payable under clause (iii) below) first,
      to
      the Holders of REMIC III Regular Interest LT1A1, REMIC III Regular Interest
      LT1A2, REMIC III Regular Interest LT2A1, REMIC III Regular Interest LT2A2,
      REMIC
      III
      Regular Interest LT2A3, REMIC
      III
      Regular Interest LT2A4, REMIC III Regular Interest LTM1, REMIC III Regular
      Interest LTM2, REMIC III Regular Interest LTM3, REMIC III Regular Interest
      LTM4,
      REMIC III Regular Interest LTM5, REMIC III Regular Interest LTM6, REMIC III
      Regular Interest LTM7, REMIC III Regular Interest LTM8 and REMIC III Regular
      Interest LTM9 of such REMIC III Regular Interests are reduced to zero, 1.00%
      in
      the same proportion as principal payments are allocated to the Corresponding
      Certificates, and second, to the Holders of REMIC III Regular Interest LTZZ
      (other than amounts payable under clause (iii) below), until the Uncertificated
      Balance of such REMIC III Regular Interest is reduced to zero; and

     

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

     

    provided,
      however,
      that
      (i) [ ]% and (ii) [ ]% of any principal payments that are attributable to an
      Overcollateralization Reduction Amount shall be allocated to Holders of (i)
      REMIC III Regular Interest LTAA and REMIC III Regular Interest LTP, in that
      order and (ii) REMIC III Regular Interest LTZZ, respectively; provided, that
      REMIC III Regular Interest LTP shall not be reduced until the Distribution
      Date
      immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date
      thereafter, at which point such amount shall be distributed to REMIC III Regular
      Interest LTP, until $100 has been distributed pursuant to this clause;
      and

     

    (E) to
      the
      Holders of REMIC III Regular Interests, in an amount equal to the remainder
      of
      the REMIC III Sub WAC Allocation Percentage of Available Funds for such
      Distribution Date after the distributions made pursuant to clause (b) above,
      such that distributions of principal shall be deemed to be made to the REMIC
      III
      Regular Interests first: so as to keep the Uncertificated Balance of each REMIC
      III Regular Interest ending with the designation “GRP” equal to [ ]% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
      Group; second, to each REMIC III Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Balance of each such REMIC III Regular
      Interest is equal to [ ]% of the excess of (x) the aggregate Stated Principal
      Balance of the Mortgage Loans in the related Loan Group over (y) the current
      Certificate Balance of the Class A Certificates in the related Loan Group
      (except that if any such excess is a larger number than in the preceding
      distribution period, the least amount of principal shall be distributed to
      such
      REMIC III Regular Interests such that the REMIC III Subordinated Balance Ratio
      is maintained); and third, any remaining principal to REMIC III Regular Interest
      LTXX.

     

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

    


    (F)(i) All
      Realized Losses on the Group I Mortgage Loans shall be allocated by the Trustee
      on each Distribution Date, first to REMIC I Regular Interest I-LT1 and REMIC
      I
      Regular Interest I-LT1PF, until the Uncertificated Balance of each such REMIC
      I
      Regular Interest has been reduced to zero; provided however, that with respect
      to the first Distribution Date, all Realized Losses on the Initial Group I
      Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT1, until
      the
      Uncertificated Balance thereof has been reduced to zero, and all Realized Losses
      on the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular
      Interest I-LT1PF until the Uncertificated Balance thereof has been reduced
      to
      zero. All Realized Losses on the Group II Mortgage Loans shall be allocated
      by
      the Trustee on each Distribution Date, first to REMIC I Regular Interest I-LT2
      and REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance of each
      such REMIC I Regular Interest has been reduced to zero; provided however, that
      with respect to the first Distribution Date, all Realized Losses on the Initial
      Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2,
      until the Uncertificated Balance thereof has been reduced to zero, and all
      Realized Losses on the Subsequent Group II Mortgage Loans shall be allocated
      to
      REMIC I Regular Interest I-LT2PF until the Uncertificated Balance thereof has
      been reduced to zero.

     

    
      	
              (ii)

            	
              With
                respect to the REMIC II Regular Interests, all Realized Losses on
                the
                Group I Loans shall be allocated shall be allocated by the Trustee
                on each
                Distribution Date first, to REMIC II Regular Interest I until the
                Uncertificated Balance has been reduced to zero, and second, to REMIC
                II
                Regular Interest I-1-A through REMIC II Regular Interest I-59-B,
                starting
                with the lowest numerical denomination until such REMIC II Regular
                Interest has been reduced to zero, provided that, for REMIC II Regular
                Interests with the same numerical denomination, such Realized Losses
                shall
                be allocated pro rata between such REMIC II Regular Interests. All
                Realized Losses on the Group II Loans shall be allocated on each
                Distribution Date first, to REMIC II Regular Interest II until the
                Uncertificated Balance has been reduced to zero, and second, to REMIC
                II
                Regular Interest II-1-A through REMIC II Regular Interest
                

            


    

     

    II-59-B,
      starting with the lowest numerical denomination until such REMIC II Regular
      Interest has been reduced to zero, provided that, for REMIC II Regular Interests
      with the same numerical denomination, such Realized Losses shall be allocated
      pro rata between such REMIC II Regular Interests.

     

    
      	
              (iii)

            	
              The
                REMIC III Marker Allocation Percentage of all Realized Losses on
                the
                Mortgage Loans shall be allocated by the Trustee on each Distribution
                Date
                to the following REMIC III Regular Interests in the specified percentages,
                as follows: first, to Uncertificated Interest payable to the REMIC
                III
                Regular Interest LTAA and REMIC III Regular Interest LTZZ up to an
                aggregate amount equal to the REMIC III Interest Loss Allocation
                Amount, [
                ]% and [ ]%, respectively; second, to the Uncertificated Balances
                of the
                REMIC III Regular Interest LTAA and REMIC III Regular Interest LTZZ
                up to
                an aggregate amount equal to the REMIC III Principal Loss Allocation
                Amount, [ ]% and [ ]%, respectively; third, to the Uncertificated
                Balances
                of REMIC III Regular Interest LTAA, REMIC III Regular Interest LTM9
                and
                REMIC III Regular Interest LTZZ, [ ]%, 1% and 1%, respectively, until
                the
                Uncertificated Balance of REMIC III Regular Interest LTM9 has been
                reduced
                to zero; fourth, to the Uncertificated Balances of REMIC III Regular
                Interest LTAA, REMIC III Regular Interest LTM8 and REMIC III Regular
                Interest LTZZ, [ ]%, [ ]% and [ ]%, respectively, until the Uncertificated
                Balance of REMIC III Regular Interest LTM8 has been reduced to zero;
                fifth, to the Uncertificated Balances of REMIC III Regular Interest
                LTAA,
                REMIC III Regular Interest LTM7 and REMIC III Regular Interest LTZZ,
                [ ]%,
                [ ]% and [ ]%, respectively, until the Uncertificated Balance of
                REMIC III
                Regular Interest LTM7 has been reduced to zero; sixth, to the
                Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC
                III
                Regular Interest LTM6 and REMIC III Regular Interest LTZZ, [ ]%,
                [ ]% and
                [ ]%, respectively, until the Uncertificated Balance of REMIC III
                Regular
                Interest LTM6 has been reduced to zero; seventh, to the Uncertificated
                Balances of REMIC III Regular Interest LTAA, REMIC III Regular Interest
                LTM5 and REMIC III Regular Interest LTZZ, 98%, 1% and 1%, respectively,
                until the Uncertificated Balance of REMIC III Regular Interest LTM5
                has
                been reduced to zero; eighth, to the Uncertificated Balances of REMIC
                III
                Regular Interest LTAA, REMIC III Regular Interest LTM4 and REMIC
                III
                Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
                Uncertificated Balance of REMIC III Regular Interest LTM4 has been
                reduced
                to zero; ninth, to the Uncertificated Balances of REMIC III Regular
                Interest LTAA, REMIC III Regular Interest LTM3 and REMIC III Regular
                Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
                Balance of REMIC III Regular Interest LTM3 has been reduced to zero;
                tenth, to the Uncertificated Balances of REMIC III Regular Interest
                LTAA,
                REMIC III Regular Interest LTM2 and REMIC III Regular Interest LTZZ,
                98%,
                1% and 1%, respectively, until the Uncertificated Balance of REMIC
                III
                Regular Interest LTM2 has been reduced to zero; and eleventh, to
                the
                Uncertificated Balances of REMIC III Regular Interest LTAA, REMIC
                III
                Regular Interest LTM1 and REMIC III Regular Interest LTZZ, 98%, 1%
                and 1%,
                respectively, until the Uncertificated Balance of REMIC III Regular
                Interest LTM1 has been reduced to
                zero.

            


    

     

    
      	
              (iv)

            	
              The
                REMIC III Sub WAC Allocation Percentage of all Realized Losses shall
                be
                applied after all distributions have been made on each Distribution
                Date:
                first, so as to keep the Uncertificated Balance of each REMIC III
                Regular
                Interest ending with the designation “GRP” equal to 0.01% of the aggregate
                Stated Principal Balance of the Mortgage Loans in the related Loan
                Group;
                second, to each REMIC III Regular Interest ending with the designation
                “SUB,” so that the Uncertificated Balance of each such REMIC III Regular
                Interest is equal to 0.01% of the excess of (x) the aggregate Stated
                Principal Balance of the Mortgage Loans in the related Loan Group
                over (y)
                the current Certificate Balance of the Class A Certificates in the
                related
                Loan Group (except that if any such excess is a larger number than
                in the
                preceding distribution period, the least amount of Realized Losses
                shall
                be applied to such REMIC III Regular Interests such that the REMIC
                III
                Subordinated Balance Ratio is maintained); and third, any remaining
                Realized Losses shall be allocated to REMIC III Regular Interest
                LTXX.

            


    

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    	Section
            5.01  	
            The
              Certificates.

          


     

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

     

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

     

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

     

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

     

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

     

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

     

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

          


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    For
      purposes of the preceding sentence, neither an Opinion of Counsel nor any
      certification shall be required in connection with (i) the initial transfer
      of
      any such Certificate by the Depositor to an Affiliate thereof, (ii) the transfer
      of any such Class C, Class P or Residual Certificate to the applicable issuer
      or
      indenture trustee under the Indenture or (iii) a transfer of any such Class
      C,
      Class P or Residual Certificate from the issuer or indenture trustee under
      the
      Indenture to the Depositor or an Affiliate thereof (in which case, the Depositor
      or any Affiliate thereof shall have deemed to have represented that it is not
      using the assets of any plan or arrangement subject to Section 406 of ERISA
      or
      plan subject to Section 4975 of the Code) and the Trustee shall be entitled
      to
      conclusively rely upon a representation (which, upon the request of the Trustee,
      shall be a written representation) from the Depositor of the status of such
      transferee as an Affiliate of the Depositor. In addition, with respect to
      transfers of an ERISA-Restricted Certificate (that is not a Residual
      Certificate) other than as described in the preceding sentence, if the
      representation letter or Opinion of Counsel referred to in the preceding
      sentence is not furnished, the appropriate representation in clause (i) shall
      be
      deemed to have been made to the Trustee by the transferee’s (including an
      initial acquirer’s) acceptance of the ERISA-Restricted Certificates. If any such
      representation in the preceding sentences is violated, or any attempt to
      transfer to a plan or arrangement subject to Section 406 of ERISA or a plan
      subject to Section 4975 of the Code, or a Person acting on behalf of any such
      plan or arrangement or using the assets of any such plan or arrangement, is
      made
      without the Opinion of Counsel, the attempted transfer or acquisition shall
      be
      void.

     

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

     

    Each
      beneficial owner of a Subordinated Certificate or any interest therein that
      is
      acquired after the termination of the Supplemental Interest Trust shall be
      deemed to have represented, by virtue of its acquisition or holding of that
      certificate or interest therein, that either (i) it is not a plan or arrangement
      subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
      or a Person acting on behalf of any such plan or arrangement or using the assets
      of any such plan or arrangement, (ii) it has acquired and is holding such
      certificate in reliance on the Underwriter’s Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriter’s
      Exemption, including that such certificate must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by S&P, Fitch or
      Moody’s, and such certificate is so rated, that it will represent that it is an
“accredited investor” as defined in Rule 501(a)(1) of Regulation D issued under
      the Securities Act and will obtain a representation from any transferee that
      such transferee is an accredited investor so long as it is required to obtain
      a
      representation regarding compliance with the Securities Act or (iii) (1) it
      is
      an insurance company, (2) the source of funds used to acquire or hold the
      certificate or interest therein is an “insurance company general account,” as
      such term is defined in PTCE 95-60, and (3) the conditions in Sections I and
      III
      of PTCE 95-60 have been satisfied.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      restrictions on Transfers of a Residual Certificate in this Section 5.02(c)
      shall cease to apply (and the applicable portions of the legend on a Residual
      Certificate may be deleted) with respect to Transfers occurring after delivery
      to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not
      be
      an expense of the Trust Fund, the Trustee, the Seller, the NIM Insurer or the
      Servicer, to the effect that the elimination of such restrictions will not
      cause
      the Trust Fund hereunder to fail to qualify as a REMIC at any time that the
      Certificates are outstanding or result in the imposition of any tax on the
      Trust
      Fund, a Certificateholder or any other Person. The Opinion of Counsel shall
      be
      accompanied by written notification from each Rating Agency that the removal
      of
      the restriction will not cause the Rating Agency to downgrade its ratings of
      the
      Certificates. Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate hereby consents to any amendment of this Agreement that,
      based on an Opinion of Counsel furnished to the Trustee, is reasonably necessary
      (a) to ensure that the record ownership of, or any beneficial interest in,
      a
      Residual Certificate is not transferred, directly or indirectly, to a Person
      that is not a Permitted Transferee and (b) to provide for a means to compel
      the
      Transfer of a Residual Certificate that is held by a Person that is not a
      Permitted Transferee to a Holder that is a Permitted Transferee.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    If
      (x)

     

    (i)
      the
      Depository or the Depositor advises the Trustee in writing that the Depository
      is no longer willing or able to properly discharge its responsibilities as
      Depository, and

     

    (ii)
      the
      Trustee or the Depositor is unable to locate a qualified successor, or

     

    (y)
      after
      the occurrence of an Event of Default, Certificate Owners representing at least
      51% of the Certificate Balance of the Book-Entry Certificates together advise
      the Trustee and the Depository through the Depository Participants in writing
      that the continuation of a book-entry system through the Depository is no longer
      in the best interests of the Certificate Owners, 

     

    then
      the
      Trustee shall notify all Certificate Owners, through the Depository, of the
      occurrence of any such event and of the availability of definitive,
      fully-registered Certificates (the “Definitive
      Certificates”)
      to
      Certificate Owners requesting the same. Upon surrender to the Trustee of the
      related Class of Certificates by the Depository, accompanied by the instructions
      from the Depository for registration, the Trustee shall issue the Definitive
      Certificates. None of the Servicer, the Depositor or the Trustee shall be liable
      for any delay in delivery of such instruction, and each may conclusively rely
      on, and shall be protected in relying on, such instructions. The Servicer shall
      provide the Trustee with an adequate inventory of certificates to facilitate
      the
      issuance and transfer of Definitive Certificates. Upon the issuance of
      Definitive Certificates, all references herein to obligations imposed upon
      or to
      be performed by the Depository shall be deemed to be imposed upon and performed
      by the Trustee, to the extent applicable with respect to such Definitive
      Certificates, and the Trustee shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder; provided, that the Trustee shall
      not by virtue of its assumption of such obligations become liable to any party
      for any act or failure to act of the Depository.

     

    	Section
            5.03  	
            Mutilated,
              Destroyed, Lost or Stolen
              Certificates.

          


     

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

     

    	Section
            5.04  	
            Persons
              Deemed Owners.

          


     

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

     

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

          


     

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

     

    	Section
            5.06  	
            Maintenance
              of Office or Agency.

          


     

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

     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    ARTICLE
      VI

     

    The
      Depositor and the Servicer

     

    	Section
            6.01  	
            Respective
              Liabilities of the Depositor and the
              Servicer.

          


     

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

     

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

          


     

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

     

    Any
      Person into which the Depositor or the Servicer may be merged or consolidated,
      or any Person resulting from any merger or consolidation to which the Depositor
      or the Servicer shall be a party, or any person succeeding to the business
      of
      the Depositor or the Servicer, shall be the successor of the Depositor or the
      Servicer, as the case may be, hereunder, without the execution or filing of
      any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding. The successor or surviving Person to
      the
      Servicer must be qualified to sell mortgage loans to, and to service mortgage
      loans on behalf of, FNMA or FHLMC.

     

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

          


     

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

     

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

     

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

     

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

     

    	Section
            6.04  	
            Limitation
              on Resignation of the
              Servicer.

          


     

    The
      Servicer shall not resign from the obligations hereby imposed on it except
      (a)
      upon appointment of a successor servicer that is reasonably acceptable to the
      Trustee and the NIM Insurer and receipt by the Trustee of a letter from each
      Rating Agency that the resignation and appointment will not result in a
      downgrading of the rating of any of the Certificates or (b) upon determination
      that its duties hereunder are no longer permissible under applicable law. Any
      such determination under clause (b) permitting the resignation of the Servicer
      shall be evidenced by an Opinion of Counsel to that effect delivered to the
      Trustee. No such resignation shall become effective until the Trustee or a
      successor Servicer shall have assumed the Servicer’s obligations
      hereunder.

     

    	Section
            6.05  	
            Inspection.

          


     

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

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    ARTICLE
      VII

     

    Default

     

    	Section
            7.01  	
            Events
              of Default.

          


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    If
      an
      Event of Default described in clauses (a) through (f) of this Section 7.01
      shall
      occur, then, and in each and every such case, so long as such Event of Default
      shall not have been remedied, the Trustee may, or at the direction of the NIM
      Insurer or the Holders of Certificates of any Class evidencing not less than
      662/3%
      of the
      Percentage Interests of the Class, the Trustee shall by notice in writing to
      the
      Servicer (with a copy to each Rating Agency), terminate all of the rights and
      obligations of the Servicer under this Agreement and in the Mortgage Loans
      and
      the proceeds thereof, other than its rights as a Certificateholder hereunder.
      On
      and after the receipt by the Servicer of such written notice, all authority
      and
      power of the Servicer hereunder, whether with respect to the Mortgage Loans
      or
      otherwise, shall pass to and be vested in the Trustee. The Trustee shall make
      any Advance that the Servicer failed to make, whether or not the obligations
      of
      the Servicer have been terminated pursuant to this Section.

     

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

     

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

     

    	Section
            7.02  	
            Trustee
              to Act; Appointment of Successor.

          


     

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

     

    Notwithstanding
      the foregoing, if the Trustee has become the successor to the Servicer in
      accordance with Section 7.01, the Trustee may, if it shall be unwilling to
      so
      act, or shall, if it is prohibited by applicable law from making Advances
      pursuant to Section 4.01 or if it is otherwise unable to so act, appoint, or
      petition a court of competent jurisdiction to appoint, any established mortgage
      loan servicing institution reasonably acceptable to the NIM Insurer (as
      evidenced by the prior written consent of the NIM Insurer), the appointment
      of
      which does not adversely affect the then current rating of the Certificates
      and
      the NIM Insurer guaranteed notes by each Rating Agency, as the successor to
      the
      Servicer hereunder in the assumption of all or any part of the obligations
      of
      the Servicer hereunder.

     

    Any
      successor to the Servicer shall be an institution that is a FNMA and FHLMC
      approved seller/servicer in good standing, that has a net worth of at least
      $15,000,000, that is willing to service the Mortgage Loans and that executes
      and
      delivers to the Depositor and the Trustee an agreement accepting such delegation
      and assignment, containing an assumption by it of the rights and obligations
      of
      the Servicer (other than liabilities of the Servicer under Section 6.03 incurred
      before termination of the Servicer under Section 7.01), with like effect as
      if
      originally named as a party to this Agreement; provided,
      that
      each Rating Agency acknowledges that its rating of the Certificates in effect
      immediately before the assignment and delegation will not be qualified or
      reduced as a result of the assignment and delegation.

     

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

     

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

     

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

     

    Any
      successor to the Servicer as Servicer shall give notice of the change of
      servicer to the NIM Insurer and the Mortgagors and shall, during the term of
      its
      service as Servicer, maintain in force the policy or policies that the Servicer
      is required to maintain pursuant to Section 6.05.

     

    	Section
            7.03  	
            Notification
              to Certificateholders.

          


     

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

     

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

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

     

    ARTICLE
      VIII

     

    Concerning
      the Trustee and the Supplemental Interest Trust Trustee

     

    	Section
            8.01  	
            Duties
              of the Trustee and the Supplemental Interest Trust
              Trustee.

          


     

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

     

    Each
      of
      the Trustee and the Supplemental Interest Trust Trustee, upon receipt of all
      resolutions, certificates, statements, opinions, reports, documents, orders
      or
      other instruments furnished to the Trustee or the Supplemental Interest Trust
      Trustee, as applicable, that are specifically required to be furnished pursuant
      to any provision of this Agreement, shall examine them to determine whether
      they
      are in the form required by this Agreement. If any such instrument is found
      not
      to conform to the requirements of this Agreement in a material manner, the
      Trustee or the Supplemental Interest Trust Trustee, as applicable, shall take
      any action it deems appropriate to have the instrument corrected, and if the
      instrument is not corrected to the Trustee’s or the Supplemental Interest Trust
      Trustee’s satisfaction, the Trustee or the Supplemental Interest Trust Trustee,
      as applicable, shall notify the Certificateholders of the defect. Neither the
      Trustee nor the Supplemental Interest Trust Trustee shall be responsible for
      the
      accuracy or content of any resolution, certificate, statement, opinion, report,
      document, order or other instrument.

     

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

     

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

     

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

     

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

     

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

     

    	Section
            8.02  	
            Certain
              Matters Affecting the Trustee and the Supplemental Interest Trust
              Trustee.

          


     

    Except
      as
      otherwise provided in Section 8.01:

     

    (a)
        each
      of
      the Trustee and the Supplemental Interest Trust Trustee may request and rely
      upon and shall be protected in acting or refraining from acting upon any
      resolution, Officer’s Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document believed by it to be genuine
      and to have been signed or presented by the proper party or parties and neither
      the Trustee nor the Supplemental Interest Trust Trustee shall have any
      responsibility to ascertain or confirm the genuineness of any signature of
      any
      such party or parties;

     

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

     

    (c)
        neither
      the Trustee nor the Supplemental Interest Trust Trustee shall be liable for
      any
      action taken, suffered or omitted by it in good faith and believed by it to
      be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (d)
        neither
      the Trustee nor the Supplemental Interest Trust Trustee shall be bound to make
      any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond or other paper or document, unless requested in writing
      so
      to do by the NIM Insurer or Holders of Certificates evidencing not less than
      25%
      of the Voting Rights allocated to each Class of Certificates;

     

    (e)
        each
      of
      the Trustee and the Supplemental Interest Trust Trustee may execute any of
      the
      trusts or powers hereunder or perform any duties hereunder either directly
      or by
      or through agents, accountants, or attorneys, and neither the Trustee nor the
      Supplemental Interest Trust Trustee shall be responsible for any misconduct
      or
      negligence on the part of any agents, accountants or attorneys appointed with
      due care by it hereunder;

     

    (f)
        neither
      the Trustee nor the Supplemental Interest Trust Trustee shall be required to
      risk or expend its own funds or otherwise incur any financial liability in
      the
      performance of any of its duties or in the exercise of any of its rights or
      powers hereunder if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not assured to it;

     

    (g)
        neither
      the Trustee nor the Supplemental Interest Trust Trustee shall be liable for
      any
      loss on any investment of funds pursuant to this Agreement (other than as issuer
      of the investment security);

     

    (h)
        the
      Trustee shall not be deemed to have knowledge of an Event of Default or Swap
      Provider Trigger Event until a Responsible Officer of the Trustee or the
      Supplemental Interest Trust Trustee, as applicable, shall have received written
      notice thereof; 

     

    (i)
        neither
      the Trustee nor the Supplemental Interest Trust Trustee need exercise any of
      the
      trusts, rights or powers vested in it by this Agreement or to institute, conduct
      or defend any litigation in connection with this Agreement at the request,
      order
      or direction of the NIM Insurer or any of the Certificateholders pursuant to
      this Agreement unless the NIM Insurer or the Certificateholders shall have
      offered to the Trustee or the Supplemental Interest Trust Trustee, as
      applicable, reasonable security or indemnity satisfactory to the Trustee or
      the
      Supplemental Interest Trust Trustee, as applicable, against the costs, expenses
      and liabilities that may be incurred in connection therewith;

     

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

     

    (k)
        neither
      the Trustee nor the Supplemental Interest Trust Trustee shall knowingly take
      any
      action that would cause the Trust Fund to fail to qualify as a qualifying
      special purpose entity.

     

    Compliance
      with Applicable Anti-Terrorism and Anti-Money Laundering Regulations. In order
      to comply with laws, rules and regulations applicable to banking institutions,
      including those relating to the funding of terrorist activities and money
      laundering, the Trustee is required to obtain, verify and record certain
      information relating to individuals and entities which maintain a business
      relationship with the Trustee.  Accordingly, each of the parties
      agrees to provide to the Trustee upon its request from time to time such
      party’s complete name, address, tax identification number and such other
      identifying information together with copies of such party’s constituting
      documentation, securities disclosure documentation or such other identifying
      documentation as may be available for such party.

     

    	Section
            8.03  	
            Trustee
              and Supplemental Interest Trust Trustee Not Liable for Certificates
              or
              Mortgage Loans.

          


     

    The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the Seller, as the case may be, and neither
      the
      Trustee nor the Supplemental Interest Trust Trustee assumes any responsibility
      for their correctness. Neither the Trustee nor the Supplemental Interest Trust
      Trustee makes any representations as to the validity or sufficiency of this
      Agreement, the Certificates, any Mortgage Loan or related document or MERS
      or
      the MERS® System other than with respect to the Trustee’s execution and
      countersignature of the Certificates. Neither the Trustee nor the Supplemental
      Interest Trust Trustee shall be accountable for the use or application by the
      Depositor or the Servicer of any funds paid to the Depositor or the Servicer
      in
      respect of the Mortgage Loans or deposited in or withdrawn from the Certificate
      Account by the Depositor or the Servicer.

     

    Except
      as
      provided in Section 2.01(c), the Trustee shall have no responsibility for filing
      or recording any financing or continuation statement in any public office at
      any
      time or to otherwise perfect or maintain the perfection of any security interest
      or lien granted to it hereunder (unless the Trustee shall have become the
      successor Servicer).

     

    The
      Trustee executes the Certificates not in its individual capacity but solely
      as
      Trustee of the Trust Fund created by this Agreement, in the exercise of the
      powers and authority conferred and vested in it by this Agreement. Each of
      the
      undertakings and agreements made on the part of the Trustee on behalf of the
      Trust Fund in the Certificates is made and intended not as a personal
      undertaking or agreement by the Trustee but is made and intended for the purpose
      of binding only the Trust Fund.

     

    	Section
            8.04  	
            Trustee
              and Supplemental Interest Trust Trustee May Own
              Certificates.

          


     

    Each
      of
      the Trustee and the Supplemental Interest Trust Trustee, in its individual
      or
      any other capacity, may become the owner or pledgee of Certificates with the
      same rights as it would have if it were not the Trustee or the Supplemental
      Interest Trust Trustee, as applicable.

     

    	Section
            8.05  	
            Trustee’s
              Fees and Expenses.

          


     

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

     

    (a) this
      Agreement;

     

    (b) the
      Certificates; or

     

    (c) the
      performance of any of the Trustee’s or the Supplemental Interest Trust Trustee’s
      duties under this Agreement;

     

    other
      than any loss, liability or expense incurred because of willful misfeasance,
      bad
      faith or negligence in the performance of any of the Trustee’s or the
      Supplemental Interest Trust Trustee’s duties under this Agreement. This
      indemnity shall survive the termination of this Agreement or the resignation
      or
      removal of the Trustee or the Supplemental Interest Trust Trustee under this
      Agreement. Without limiting the foregoing, except as otherwise agreed upon
      in
      writing by the Depositor and the Trustee or the Supplemental Interest Trust
      Trustee, as applicable, and except for any expense, disbursement or advance
      arising from the Trustee’s or the Supplemental Interest Trust Trustee’s
      negligence, bad faith or willful misconduct, the Seller shall pay or reimburse
      the Trustee or the Supplemental Interest Trust Trustee, as applicable, for
      all
      reasonable expenses, disbursements and advances incurred or made by the Trustee
      or the Supplemental Interest Trust Trustee, as applicable, in accordance with
      this Agreement with respect to:

     

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

     

    (B)
        the
      reasonable compensation, expenses and disbursements of any accountant, engineer
      or appraiser that is not regularly employed by the Trustee or the Supplemental
      Interest Trust Trustee, to the extent that the Trustee or the Supplemental
      Interest Trust Trustee must engage them to perform services under this
      Agreement; and

     

    (C)
        printing
      and engraving expenses in connection with preparing any Definitive
      Certificates.

     

    Except
      as
      otherwise provided in this Agreement, neither the Trustee nor the Supplemental
      Interest Trust Trustee shall be entitled to payment or reimbursement for any
      routine ongoing expenses incurred by the Trustee or the Supplemental Interest
      Trust Trustee, as applicable, in the ordinary course of its duties as Trustee,
      Supplemental Interest Trust Trustee, Registrar or Paying Agent under this
      Agreement or for any other expenses.

     

    	Section
            8.06  	
            Eligibility
              Requirements for the Trustee and the Supplemental Interest Trust
              Trustee.

          


     

    Each
      of
      the Trustee and the Supplemental Interest Trust Trustee hereunder shall at
      all
      times be a corporation or association organized and doing business under the
      laws of a state or the United States of America, authorized under such laws
      to
      exercise corporate trust powers, having a combined capital and surplus of at
      least $50,000,000, subject to supervision or examination by federal or state
      authority and with a credit rating that would not cause any of the Rating
      Agencies to reduce their respective then-current ratings of the Certificates
      (or, having provided such security from time to time, as is sufficient to avoid
      such reduction) as evidenced in writing by each Rating Agency. If such
      corporation or association publishes reports of condition at least annually,
      pursuant to law or to the requirements of the aforesaid supervising or examining
      authority, then for the purposes of this Section 8.06 the combined capital
      and
      surplus of such corporation or association shall be deemed to be its combined
      capital and surplus as disclosed in its most recent report of condition so
      published. If at any time the Trustee or the Supplemental Interest Trust
      Trustee, as applicable, ceases to be eligible in accordance with this Section
      8.06, the Trustee or the Supplemental Interest Trust Trustee, as applicable,
      shall resign immediately in the manner and with the effect specified in Section
      8.07. The entities serving as Trustee and Supplemental Interest Trust Trustee
      may have normal banking and trust relationships with the Depositor and its
      affiliates or the Servicer and its affiliates. Neither the Trustee nor the
      Supplemental Interest Trust Trustee may be an affiliate of the Seller, the
      Depositor or the Servicer, other than the Trustee in its role as successor
      to
      the Servicer. The principal office of the Trustee and the Supplemental Interest
      Trust Trustee (other than the initial Trustee and Supplemental Interest Trust
      Trustee) shall be in a state with respect to which an Opinion of Counsel has
      been delivered to the Trustee or the Supplemental Interest Trust Trustee, as
      applicable, at the time such party is appointed Trustee or Supplemental Interest
      Trust Trustee, as applicable, to the effect that the Trust will not be a taxable
      entity under the laws of that state.

     

    	Section
            8.07  	
            Resignation
              and Removal of the Trustee and the Supplemental Interest Trust
              Trustee.

          


     

    Each
      of
      the Trustee and the Supplemental Interest Trust Trustee may at any time resign
      and be discharged from the trusts hereby created by giving written notice of
      resignation to the Depositor, the Servicer and each Rating Agency not less
      than
      sixty (60) days before the date specified in the notice, when, subject to
      Section 8.08, the resignation is to take effect, and acceptance by a successor
      trustee in accordance with Section 8.08 meeting the qualifications in Section
      8.06. If no successor trustee meeting those qualifications shall have been
      so
      appointed and have accepted appointment within thirty (30) days after the notice
      of resignation, the resigning Trustee or Supplemental Interest Trust Trustee,
      as
      applicable, may petition any court of competent jurisdiction for the appointment
      of a successor trustee or supplemental interest trust trustee reasonably
      acceptable to the NIM Insurer.

     

    If
      at any
      time the Trustee or the Supplemental Interest Trust Trustee shall cease to
      be
      eligible in accordance with Section 8.06 and shall fail to resign after written
      request thereto by the NIM Insurer or the Depositor, or if at any time the
      Trustee or the Supplemental Interest Trust Trustee shall become incapable of
      acting, or shall be adjudged as bankrupt or insolvent, or a receiver of the
      Trustee or of its property shall be appointed, or any public officer shall
      take
      charge or control of the Trustee or the Supplemental Interest Trust Trustee,
      as
      applicable, or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, or a tax is imposed with respect to the Trust
      Fund
      by any state in which the Trustee, the Supplemental Interest Trust Trustee
      or
      the Trust Fund is located and the imposition of the tax would be avoided by
      the
      appointment of a different trustee or administrator, as applicable, then the
      Depositor, the NIM Insurer or the Servicer may remove the Trustee or the
      Supplemental Interest Trust Trustee, as applicable, and appoint a successor
      trustee or supplemental interest trust trustee reasonably acceptable to the
      NIM
      Insurer by written instrument, in triplicate, one copy of which shall be
      delivered to the Trustee or the Supplemental Interest Trust Trustee, as
      applicable, one copy to the Servicer and one copy to the successor trustee
      or
      supplemental interest trust trustee.

     

    The
      NIM
      Insurer or the Holders of Certificates (other than the Servicer, Seller,
      Depositor or any affiliates or agents thereof) entitled to at least 51% of
      the
      Voting Rights may at any time remove the Trustee and appoint a successor trustee
      or supplemental interest trust trustee by written instrument or instruments,
      in
      triplicate, signed by the NIM Insurer or the Holders or their attorneys-in-fact
      duly authorized, as the case may be, one complete set of which shall be
      delivered by the successor Trustee or Supplemental Interest Trust Trustee,
      as
      applicable, to the Servicer, one complete set to the Trustee or the Supplemental
      Interest Trust Trustee so removed, and one complete set to the successor so
      appointed. The successor trustee or supplemental interest trust trustee, as
      applicable, shall notify each Rating Agency of any removal of the Trustee or
      the
      Supplemental Interest Trust Trustee.

     

    Any
      resignation or removal of the Trustee or the Supplemental Interest Trust Trustee
      and appointment of a successor trustee or supplemental interest trust trustee,
      as applicable, pursuant to this Section 8.07 shall become effective upon
      acceptance of appointment by the successor trustee or Supplemental Interest
      Trust Trustee as provided in Section 8.08.

     

    	Section
            8.08  	
            Successor
              Trustee or Supplemental Interest Trust
              Trustee.

          


     

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

     

    No
      successor trustee or supplemental interest trust trustee shall accept
      appointment as provided in this Section 8.08 unless at the time of its
      acceptance, the successor trustee or supplemental interest trust trustee is
      eligible under Section 8.06, is reasonably acceptable to the NIM Insurer, and
      its appointment does not adversely affect the then current rating of the
      Certificates.

     

    Upon
      acceptance of appointment by a successor trustee or supplemental interest trust
      trustee as provided in this Section 8.08, the Depositor shall mail notice of
      the
      succession of such trustee or administrator hereunder to the NIM Insurer and
      all
      Holders of Certificates. If the Depositor fails to mail the notice within ten
      (10) days after acceptance of appointment by the successor trustee or
      supplemental interest trust trustee, the successor trustee or supplemental
      interest trust trustee, as applicable, shall cause the notice to be mailed
      at
      the expense of the Depositor.

     

    	Section
            8.09  	
            Merger
              or Consolidation of the Trustee or the Supplemental Interest Trust
              Trustee.

          


     

    Any
      corporation into which the Trustee or the Supplemental Interest Trust Trustee
      may be merged or converted or with which it may be consolidated or any
      corporation resulting from any merger, conversion, or consolidation to which
      the
      Trustee or the Supplemental Interest Trust Trustee shall be a party, or any
      corporation succeeding to the business of the Trustee or the Supplemental
      Interest Trust Trustee, shall be the successor of the Trustee or the
      Supplemental Interest Trust Trustee, as applicable, hereunder if the successor
      corporation is eligible under Section 8.06 without the execution or filing
      of
      any paper or further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding.

     

    	Section
            8.10  	
            Appointment
              of Co-Trustee or Separate
              Trustee.

          


     

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

     

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

     

    (a)
        To
      the
      extent necessary to effectuate the purposes of this Section 8.10, all rights
      and
      obligations conferred or imposed upon the Trustee, except for the obligation
      of
      the Trustee under this Agreement to advance funds on behalf of the Servicer,
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
      be incompetent or unqualified to perform such act or acts, in which event such
      rights and obligations (including holding title to the applicable Trust Fund
      or
      any portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Trustee;

     

    (b)
        No
      trustee hereunder shall be held personally liable because of any act or omission
      of any other trustee hereunder and such appointment shall not, and shall not
      be
      deemed to, constitute any such separate trustee or co-trustee as agent of the
      Trustee;

     

    (c)
        The
      Trustee, with the consent of the NIM Insurer, may at any time accept the
      resignation of or remove any separate trustee or co-trustee; and

     

    (d)
        The
      Servicer, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement, and indemnification to any such separate trustee
      or
      co-trustee.

     

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

     

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

     

    	Section
            8.11  	
            Tax
              Matters.

          


     

    It
      is
      intended that the assets with respect to which any REMIC election pertaining
      to
      the Trust Fund is to be made, as described in the Preliminary Statement, shall
      constitute, and that the conduct of matters relating to such assets shall be
      such as to qualify such assets as, a “real estate mortgage investment conduit”
as defined in and in accordance with the REMIC Provisions. In furtherance of
      such intention, the Trustee covenants and agrees that it shall act as agent
      (and
      the Trustee is hereby appointed to act as agent) on behalf of any REMIC created
      hereunder and that in such capacity it shall:

     

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

     

    (b)
        within
      thirty (30) days of the Closing Date, furnish to the Internal Revenue Service,
      on Forms 8811 or as otherwise may be required by the Code, the name, title,
      address and telephone number of the person that the holders of the Certificates
      may contact for tax information relating thereto, together with such additional
      information as may be required by such Form 8811, and update such information
      at
      the time or times in the manner required by the Code;

     

    (c)
        make
      an
      election that each REMIC created under this Agreement be treated as a REMIC
      on
      the federal tax return for its first taxable year (and, if necessary, under
      applicable state law);

     

    (d)
        prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculation of any original issue discount using the prepayment
      assumptions set forth in “Yield, Prepayment and Maturity
      Considerations─Structuring Assumptions” in the Prospectus
      Supplement;

     

    (e)
        provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is not a Permitted Transferee, or an
      agent
      (including a broker, nominee or other middleman) of a Non-Permitted Transferee,
      or a pass-through entity in which a Non-Permitted Transferee is the record
      holder of an interest (the reasonable cost of computing and furnishing such
      information may be charged to the Person liable for such tax);

     

    (f)
        to
      the
      extent that they are under its control, conduct matters relating to such assets
      at all times that any Certificates are outstanding so as to maintain the status
      of any REMIC created hereunder as a REMIC under the REMIC
      Provisions;

     

    (g)
        pay,
      from
      the sources specified in the last paragraph of this Section 8.11, the amount
      of
      any federal or state tax, including prohibited transaction taxes as described
      below, imposed on any REMIC created under this Agreement before its termination
      when and as the same shall be due and payable (but such obligation shall not
      prevent the Trustee or any other appropriate Person from contesting any such
      tax
      in appropriate proceedings and shall not prevent the Trustee from withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings);

     

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

     

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

     

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

     

    (k)
        none
      of
      the Depositor, Servicer or the Trustee shall knowingly or intentionally take
      any
      action or omit to take any action that would cause the termination of any REMIC,
      or result in the imposition of any non-indemnification taxes on any REMIC,
      created under this Agreement.

     

    (l)
        The
      Holder of the Class R Certificate at any time holding the largest Percentage
      Interest thereof shall be the “tax matters person” as defined in the REMIC
      Provisions (the related “Tax Matters Person”) with respect to REMIC I, REMIC II,
      REMIC III and REMIC IV and shall act as Tax Matters Person for REMIC I, REMIC
      II, REMIC III and REMIC IV. The Holder of the Class R-X Certificate at any
      time
      holding the largest Percentage Interest thereof shall be the Tax Matters Person
      with respect to REMIC V, REMIC VI and REMIC VII and shall act as Tax Matters
      Person for REMIC V, REMIC VI and REMIC VII. The Trustee, as agent for the Tax
      Matters Person, shall perform on behalf of each REMIC all reporting and other
      tax compliance duties that are the responsibility of such REMIC under the Code,
      the REMIC Provisions, or other compliance guidance issued by the Internal
      Revenue Service or any state or local taxing authority. Among its other duties,
      if required by the Code, the REMIC Provisions, or other such guidance, the
      Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury
      or other governmental authority such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      disqualified person or organization and (ii) to the Certificateholders such
      information or reports as are required by the Code or REMIC Provisions. The
      Trustee, as agent for the Tax Matters Person, shall represent each REMIC in
      any
      administrative or judicial proceedings relating to an examination or audit
      by
      any governmental taxing authority, request an administrative adjustment as
      to
      any taxable year of any REMIC, enter into settlement agreements with any
      government taxing agency, extend any statute of limitations relating to any
      item
      of any REMIC and otherwise act on behalf of any REMIC in relation to any tax
      matter involving the Trust.

     

    To
      enable
      the Trustee to perform its duties under this Agreement, the Depositor shall
      provide to the Trustee within ten (10) days after the Closing Date all
      information or data that the Trustee requests in writing and determines to
      be
      relevant for tax purposes to the valuations and offering prices of the
      Certificates, including the price, yield, prepayment assumption and projected
      cash flows of the Certificates and the Mortgage Loans. Moreover, the Depositor
      shall provide information to the Trustee concerning the value to each Class
      of
      Certificates of the right to receive Net WAC Cap Carry Forward Amounts from
      the
      Excess Reserve Fund Account. Thereafter, the Depositor shall provide to the
      Trustee promptly upon written request therefor any additional information or
      data that the Trustee may, from time to time, reasonably request to enable
      the
      Trustee to perform its duties under this Agreement. The Depositor hereby
      indemnifies the Trustee for any losses, liabilities, damages, claims or expenses
      of the Trustee arising from any errors or miscalculations of the Trustee that
      result from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Trustee on a timely basis.

     

    If
      any
      tax is imposed on “prohibited transactions” of any REMIC as defined in Section
      860F(a)(2) of the Code, on the “net income from foreclosure property” of any
      REMIC created under this Agreement as defined in Section 860G(c) of the Code,
      on
      any contribution to any REMIC created under this Agreement after the Startup
      Day
      pursuant to Section 860G(d) of the Code, or any other tax is imposed, including
      any minimum tax imposed on any REMIC created under this Agreement pursuant
      to
      Sections 23153 and 24874 of the California Revenue and Taxation Code, if not
      paid as otherwise provided for herein, the tax shall be paid by (i) the Trustee
      if such tax or any other tax arises out of or results from negligence of the
      Trustee in the performance of any of its obligations under this Agreement,
      (ii)
      the Servicer or the Seller, in the case of any such minimum tax, if such tax
      arises out of or results from a breach by the Servicer or Seller of any of
      their
      obligations under this Agreement, (iii) the Seller if such tax arises out of
      or
      results from the Seller’s obligation to repurchase a Mortgage Loan pursuant to
      Section 2.01, 2.02, 2.03 or 2.05, or (iv) in all other cases, or if the Trustee,
      the Servicer or the Seller fails to honor its obligations under the preceding
      clauses (i), (ii) or (iii), any such tax will be paid with amounts otherwise
      to
      be distributed to the Certificateholders, as provided in Section
      3.09(b).

     

    The
      Trustee shall treat the Excess Reserve Fund Account as an outside reserve fund
      within the meaning of Treasury Regulation Section 1.860G-2(h) that is owned
      by
      the holders of the Class C Certificates and that is not an asset of any REMIC
      created hereunder. The Trustee shall treat the rights of the holders of each
      Class of Certificates (other than the Class C, Class P, Class R and Class R-X
      Certificates) to receive payments from the Excess Reserve Fund Account as rights
      in an interest rate corridor contract written by the holders of the Class C
      Certificates in respect of any Net WAC Shortfalls, in each case in favor of
      the
      other Certificateholders. Thus, each Certificate (other than the Class C, Class
      P, Class R and Class R-X Certificates) shall be treated as representing
      ownership of not only a REMIC regular interest, but also ownership of an
      interest in an interest rate corridor contract.

     

    	Section
            8.12  	
            [Reserved]

          


     

    	Section
            8.13  	
             [Reserved]

          


     

    	Section
            8.14  	
            [Reserved]

          


     

    	Section
            8.15  	
            Access
              to Records of Trustee.

          


     

    The
      Trustee shall afford the Seller, the Depositor, the Servicer, the NIM Insurer
      and each Certificateholder or Certificate Owner, upon reasonable notice during
      normal business hours, access to all records maintained by the Trustee in
      respect of its duties under this Agreement and access to officers of the Trustee
      responsible for performing its duties. Upon request, the Trustee shall furnish
      the Depositor, the Servicer, the NIM Insurer and any requesting
      Certificateholder or Certificate Owner with its most recent financial
      statements. The Trustee shall cooperate fully with the Seller, the Servicer,
      the
      Depositor, the NIM Insurer and the Certificateholder or Certificate Owner for
      review and copying any books, documents or records requested with respect to
      the
      Trustee’s duties under this Agreement. The Seller, the Depositor, the Servicer
      and the Certificateholder or Certificate Owner shall not have any responsibility
      or liability for any action for failure to act by the Trustee and are not
      obligated to supervise the performance of the Trustee under this Agreement
      or
      otherwise.

     

    	Section
            8.16  	
            Suits
              for Enforcement.

          


     

    If
      an
      Event of Default or other material default by the Servicer or the Depositor
      under this Agreement occurs and is continuing, at the direction of the
      Certificateholders comprising in the aggregate a Majority in Interest or of
      the
      NIM Insurer, the Trustee shall proceed to protect and enforce its rights and
      the
      rights of the Certificateholders or the NIM Insurer under this Agreement by
      a
      suit, action or proceeding in equity or at law or otherwise, whether for the
      specific performance of any covenant or agreement contained in this Agreement
      or
      in aid of the execution of any power granted in this Agreement or for the
      enforcement of any other legal, equitable or other remedy, as the Trustee,
      being
      advised by counsel, and subject to the foregoing, shall deem most effectual
      to
      protect and enforce any of the rights of the Trustee, the NIM Insurer and the
      Certificateholders.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    ARTICLE
      IX

     

    Termination

     

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

          


     

    Subject
      to Section 9.03, the obligations of the Depositor, the Servicer and the Trustee
      created hereby with respect to the
      Trust
      Fund shall terminate upon the earlier of:

     

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

     

    (i)  100%
      of
      the Stated Principal Balance of each Mortgage Loan (other than for REO Property)
      plus
      one
      month’s accrued interest thereon at the applicable Mortgage Rate less the
      Servicing Fee Rate;

     

    (ii)  the
      lesser
      of
      (x) the
      appraised value of any REO Property as determined by the higher of two
      appraisals completed by two independent appraisers selected by the Servicer
      at
      the expense of the Servicer and
      (y) the
      Stated Principal Balance of each Mortgage Loan related to any REO Property,
      in
      each case plus
      accrued
      and unpaid interest thereon at the applicable Adjusted Net Mortgage
      Rate;

     

    (iii)  any
      costs
      and damages incurred by the Trust Fund in connection with any violation by
      each
      Mortgage Loan of any predatory or abusive lending law;

     

    (iv)  any
      Swap
      Termination Payment payable to the Swap Provider then due but unpaid or which
      is
      payable due to the exercise of such option; and

     

    (b)
        the
      later
      of:

     

    (i)  the
      maturity or other liquidation (or any Advance with respect thereto) of the
      last
      Mortgage Loan remaining in the Trust Fund and the disposition of all REO
      Property; and

     

    (ii)  the
      distribution to Certificateholders of all amounts required to be distributed
      to
      them pursuant to this Agreement. In no event shall the trusts created hereby
      continue beyond the earlier of the expiration of 21 years from the death of
      the
      survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the
      United States to the Court of St. James’s, living on the date hereof or the
      Latest Possible Maturity Date (as defined in the Preliminary
      Statement).

     

    The
      Servicer may repurchase all Mortgage Loans and REO Properties pursuant to clause
      (a) above if the aggregate Stated Principal Balance of the Mortgage Loans,
      at
      the time of the repurchase, is less than ten (10) percent of the aggregate
      Cut-off Date Principal Balance of the Mortgage Loans. If the Servicer is
      entitled to repurchase the Mortgage Loans pursuant to this Section and fails
      to
      do so, the NIM Insurer may repurchase all Mortgage Loans and REO Properties
      pursuant to clause (a) above after thirty (30) days prior notice to the Servicer
      if the Servicer does not first purchase them. Upon termination of the Trust,
      the
      Servicer shall succeed to all rights of the Trustee and Certificateholders
      with
      respect to the Trust Fund, other than funds needed to make the final
      distribution, including any assets that were ever part of the Trust Fund. With
      such repurchase, the Servicer shall acquire any rights or potential rights
      of
      the Certificateholders or the Trustee to causes of action against any Person
      relating to the Mortgage Loans or the origination of the Mortgage Loans,
      including, without limitation, the right to enforce any breach of a
      representation or warranty made at any time with respect to the Mortgage
      Loans.

     

    	Section
            9.02  	
            Final
              Distribution on the
              Certificates.

          


     

    If
      on any
      Determination Date, the NIM Insurer or the Servicer determines that there are
      no
      Outstanding Mortgage Loans and no other funds or assets in the Trust Fund other
      than the funds in the Certificate Account, the NIM Insurer or the Servicer
      shall
      direct the Trustee promptly to send a final distribution notice to each
      Certificateholder. If the NIM Insurer or the Servicer elects to terminate the
      Trust Fund pursuant to clause (a) of Section 9.01, at least twenty (20) days
      before the date notice is to be mailed to the affected Certificateholders,
      the
      Servicer shall notify the Depositor and the Trustee of the date the Servicer
      intends to terminate the Trust Fund and of the applicable repurchase price
      of
      the Mortgage Loans and REO Properties.

     

    Notice
      of
      any termination of the Trust Fund, specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee by letter
      to Certificateholders, mailed not earlier than the 10th day and not later than
      the 15th day of the month next preceding the month of such final distribution.
      Any such notice shall specify (a) the Distribution Date upon which final
      distribution on the Certificates will be made upon presentation and surrender
      of
      Certificates at the office therein designated, (b) the amount of such final
      distribution, (c) the location of the office or agency at which such
      presentation and surrender must be made and (d) that the Record Date otherwise
      applicable to the Distribution Date is not applicable, distributions being
      made
      only upon presentation and surrender of the Certificates at the office therein
      specified. The Servicer will give such notice to each Rating Agency at the
      time
      such notice is given to Certificateholders.

     

    If
      the
      notice is given, the Servicer shall cause all funds in the Certificate Account
      to be remitted to the Trustee for deposit in the Distribution Account on the
      Business Day before the applicable Distribution Date in an amount equal to
      the
      final distribution in respect of the Certificates. Upon such final deposit
      with
      respect to the Trust Fund and the receipt by the Trustee of a Request for
      Release therefor, the Trustee shall promptly release to the Servicer the
      Mortgage Files for the Mortgage Loans.

     

    Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Certificateholders of each Class, in each case on the final
      Distribution Date and in the order stated in Section 4.02, in proportion to
      their respective Percentage Interests, with respect to Certificateholders of
      the
      same Class, an amount equal to (i) as to each Class of Regular Certificates
      (except the Class C Certificate), its Certificate Balance plus
      for each
      such Class accrued interest thereon in the case of an interest-bearing
      Certificate and (ii) as to the Residual Certificates, any amount remaining
      on
      deposit in the Distribution Account (other than the amounts retained to meet
      claims) after application pursuant to clause (i) above. By acceptance of the
      Residual Certificates, the holders of the Residual Certificates agree, in
      connection with any termination hereunder, that their rights to receive any
      amounts pursuant to clause (ii) in the immediately preceding sentence hereby
      are
      assigned and transferred and, to the extent received in respect of such
      termination, to pay any such amounts to the holders of the Class C
      Certificates.

     

    If
      any
      affected Certificateholder does not surrender its Certificates for cancellation
      within six (6) months after the date specified in the above mentioned written
      notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within six (6) months after
      the
      second notice all the applicable Certificates shall not have been surrendered
      for cancellation, the Trustee may take appropriate steps, or may appoint an
      agent to take appropriate steps, to contact the remaining Certificateholders
      concerning surrender of their Certificates, and the cost thereof shall be paid
      out of the funds and other assets that remain a part of the Trust Fund. If
      within one year after the second notice all Certificates shall not have been
      surrendered for cancellation, the Class Residual Certificateholders shall be
      entitled to all unclaimed funds and other assets of the Trust Fund that remain
      subject hereto.

     

    	Section
            9.03  	
            Additional
              Termination Requirements.

          


     

    If
      the
      NIM Insurer or the Servicer exercises its purchase option with respect to the
      Mortgage Loans as provided in Section 9.01, the Trust Fund shall be terminated
      in accordance with the following additional requirements, unless the Trustee
      has
      been supplied with an Opinion of Counsel, at the expense of the Servicer, to
      the
      effect that the failure to comply with the requirements of this Section 9.03
      will not (i) result in the imposition of taxes on “prohibited transactions” on
      any REMIC created hereunder as defined in Section 860F of the Code or (ii)
      cause
      any REMIC created under this Agreement to fail to qualify as a REMIC at any
      time
      that any Certificates are outstanding.

     

    The
      Trustee shall sell all of the assets of the Trust Fund to the NIM Insurer or
      the
      Servicer, as applicable, and, within ninety (90) days of the sale, shall
      distribute to the Certificateholders the proceeds of the sale in complete
      liquidation of any REMIC created hereunder.

     

    The
      Trustee shall attach a statement to the final federal income tax return for
      each
      of any REMIC created hereunder stating that pursuant to Treasury Regulation
      Section 1.860F-1, the first day of the ninety (90) day liquidation period for
      each the REMIC was the date on which the Trustee sold the assets of the Trust
      Fund to the NIM Insurer or the Servicer.

     

    	Section
            9.04  	
            Termination
              of the Supplemental Interest
              Trust.

          


     

    The
      obligations of the Depositor, the Trustee and the Supplemental Interest Trust
      Trustee created hereby with respect to the Supplemental Interest Trust shall
      terminate upon the earlier of:

     

    (a)
        the
      termination of the Swap Agreement pursuant to the terms of the Swap Agreement;
      and

     

    (b)
        the
      termination of this Agreement pursuant to Section 9.01.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


     

     

    ARTICLE
      X

     

    Miscellaneous
      Provisions

     

    	Section
            10.01  	
            Amendment.

          


     

    (a) This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      and
      the Trustee with the consent of the NIM Insurer and without the consent of
      any
      of the Certificateholders:

     

    (i)  to
      cure
      any ambiguity or mistake,

     

    (ii)  to
      correct any defective provision herein or to supplement any provision herein
      that may be inconsistent with any other provision herein,

     

    (iii)  to
      conform this Agreement to the Prospectus Supplement,

     

    (iv)  to
      add to
      the duties of the Depositor, the Seller, or the Servicer,

     

    (v)  to
      modify, alter, amend, add to or rescind any of the terms or provisions contained
      in this Agreement to comply with any rules or regulations promulgated by the
      Securities and Exchange Commission from time to time,

     

    (vi)  to
      add
      any other provisions with respect to matters or questions arising hereunder,
      or

     

    (vii)  to
      modify, alter, amend, add to, or rescind any of the provisions of this
      Agreement.

     

    No
      action
      pursuant to clauses (iv), (vi) or (vii) above may, as evidenced by an Opinion
      of
      Counsel (which Opinion of Counsel shall not be an expense of the Trustee or
      the
      Trust Fund), adversely affect in any material respect the interests of any
      Certificateholder. The amendment shall not be deemed to adversely affect in
      any
      material respect the interests of the Certificateholders if the Person
      requesting the amendment obtains a letter from each Rating Agency stating that
      the amendment would not result in the downgrading or withdrawal of the
      respective ratings then assigned to the Certificates. Any such letter in and
      of
      itself will not represent a determination as to the materiality of any amendment
      and will represent a determination only as to the credit issues affecting any
      rating. Each party to this Agreement agrees that it will cooperate with each
      other party in amending this Agreement pursuant to clause (v)
      above.

     

    (b) The
      Trustee, the Depositor and the Servicer also may, at any time and from time
      to
      time, amend this Agreement with the consent of the NIM Insurer and without
      the
      consent of the Certificateholders, in order to modify, eliminate or add to
      any
      of the provisions of this Agreement to the extent necessary or helpful
      to:

     

    (i) maintain
      the qualification of any REMIC created under this Agreement under the
      Code;

     

    (ii) avoid
      or
      minimize the risk of the imposition of any tax on any REMIC created under this
      Agreement pursuant to the Code that would be a claim at any time before the
      final redemption of the Certificates; or

     

    (iii) comply
      with any other requirements of the Code;

     

    if
      the
      Trustee has been provided an Opinion of Counsel, which opinion shall be an
      expense of the party requesting such opinion but in any case shall not be an
      expense of the Trustee or the Trust Fund, to the effect that the action is
      necessary or helpful for one of those purposes.

     

    (c) This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      and the Trustee with the consent of the NIM Insurer and the Holders of
      Certificates evidencing Percentage Interests aggregating not less than
      662/3%
      of each
      Class of Certificates affected thereby for the purpose of adding any provisions
      to or changing in any manner or eliminating any of the provisions of this
      Agreement or of modifying in any manner the rights of the Holders of
      Certificates. No amendment shall:

     

    (i) reduce
      in
      any manner the amount of, or delay the timing of, payments required to be
      distributed on any Certificate without the consent of the Holder of the
      Certificate;

     

    (ii) adversely
      affect in any material respect the interests of the Holders of any Class of
      Certificates in a manner other than as described in (i), without the consent
      of
      the Holders of Certificates of the Class evidencing, as to the Class, Percentage
      Interests aggregating not less than 662/3%;

     

    (iii) amend,
      modify, add to, rescind, or alter in any respect Section 10.13, notwithstanding
      any contrary provision of this Agreement, without the consent of the Holders
      of
      Certificates evidencing Percentage Interests aggregating not less than
      662/3%,
      and
      for this purpose no Certificates held by the Seller, the Depositor, or any
      Affiliate of either of them shall be eligible to vote or be considered
      Outstanding; or

     

    (iv) reduce
      the aforesaid percentages of Certificates the Holders of which are required
      to
      consent to any such amendment, without the consent of the Holders of all such
      Certificates then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement regarding Voting Rights, no amendment
      which affects one or more Classes held by the Depositor, the Servicer, the
      Seller or any Affiliates as described in this Section 10.01(c) shall be
      effective without the consent of the Depositor, the Servicer, the Seller or
      any
      of their Affiliates, as applicable, to such amendments.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless (i) it shall have first received an Opinion
      of Counsel satisfactory to the NIM Insurer, which opinion shall not be an
      expense of the Trustee or the Trust Fund, to the effect that the amendment
      will
      not cause the imposition of any tax on any REMIC or the Certificateholders
      or
      cause any REMIC to fail to qualify as a REMIC at any time that any Certificates
      are outstanding and (ii) because the Trust Fund is required to be a Qualifying
      Special Purpose Entity (as that term is defined in Statement of Financial
      Accounting Standards No. 140 (“SFAS
      140”)),
      in
      order for the Seller to continue to account for the transfer of the Mortgage
      Loans under this Agreement as a sale under SFAS 140, prior to the parties hereto
      entering into such an amendment, the Trustee shall receive an Officer’s
      Certificate, which shall not be an expense of the Trustee or the Trust Fund,
      to
      the effect that such amendment would not “significantly change” (within the
      meaning of SFAS 140) the permitted activities of the Trust Fund so as to cause
      the Trust Fund to fail to qualify as a Qualifying Special Purpose
      Entity.

     

    Notwithstanding
      any of the other provisions of this Section 10.01, none of the Depositor, the
      Servicer, the Supplemental Interest Trust Trustee or the Trustee shall enter
      into any amendment to the following: the following defined terms that appear
      in
      Section 1.01: Net Swap Payment, Swap LIBOR and Trigger Event; the second
      paragraph of Section 4.02(I); Section 4.02(V) ; Section 4.05; or Section 9.01
      of
      this Agreement without the prior written consent of the Swap
      Provider.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance or a copy of the amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 10.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if the consent approves its substance. The manner of obtaining
      consents and of evidencing the authorization of their execution by
      Certificateholders shall be subject to such reasonable regulations as the
      Trustee may prescribe.

     

    Nothing
      in this Agreement shall require the Trustee to enter into an amendment without
      receiving an Opinion of Counsel satisfactory to the NIM Insurer (which Opinion
      shall not be an expense of the Trustee or the Trust Fund), satisfactory to
      the
      Trustee that (i) the amendment is permitted by this Agreement and all conditions
      precedent to the amendment have been satisfied; and (ii) either (A) the
      amendment does not adversely affect in any material respect the interests of
      any
      Certificateholder or (B) the conclusion in the preceding clause (A) is not
      required to be reached pursuant to this Section 10.01.

     

    	Section
            10.02  	
            Recordation
              of Agreement; Counterparts.

          


     

    This
      Agreement is subject to recordation in all appropriate public offices for real
      property records in all the counties or other comparable jurisdictions in which
      any or all of the properties subject to the Mortgages are situated, and in
      any
      other appropriate public recording office or elsewhere, the recordation to
      be
      effected by the Servicer at its expense, but only upon receipt of an Opinion
      of
      Counsel to the effect that the recordation materially and beneficially affects
      the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be an original, and all of
      which shall constitute but one instrument.

     

    	Section
            10.03  	
            Governing
              Law.

          


     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    	Section
            10.04  	
            Intention
              of Parties.

          


     

    It
      is the
      express intent of the parties hereto that the conveyance (i) of the Mortgage
      Loans by the Seller to the Depositor and (ii) of the Trust Fund by the Depositor
      to the Trustee each be, and be construed as, an absolute sale thereof. It is,
      further, not the intention of the parties that such conveyances be deemed a
      pledge thereof. However, if, notwithstanding the intent of the parties, the
      assets are held to be the property of the Seller or Depositor, as the case
      may
      be, or if for any other reason this Agreement is held or deemed to create a
      security interest in either such assets, then (i) this Agreement shall be deemed
      to be a security agreement within the meaning of the Uniform Commercial Code
      of
      the State of New York and (ii) the conveyances provided for in this Agreement
      shall be deemed to be an assignment and a grant (i) by the Seller to the
      Depositor or (ii) by the Depositor to the Trustee, for the benefit of the
      Certificateholders, of a security interest in all of the assets transferred,
      whether now owned or hereafter acquired.

     

    The
      Seller and the Depositor for the benefit of the NIM Insurer and the
      Certificateholders shall, to the extent consistent with this Agreement, take
      such actions as may be necessary to ensure that, if this Agreement were deemed
      to create a security interest in the Trust Fund, such security interest would
      be
      deemed to be a perfected security interest of first priority under applicable
      law and will be maintained as such throughout the term of the Agreement. The
      Depositor shall arrange for filing any Uniform Commercial Code continuation
      statements in connection with any security interest granted or assigned to
      the
      Trustee for the benefit of the Certificateholders.

     

    	Section
            10.05  	
            Notices.

          


     

    (a)
        The
      Trustee shall promptly notify each Rating Agency of each of the following of
      which it has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    2. The
      occurrence of any Event of Default that has not been cured;

     

    3. The
      resignation or termination of the Servicer or the Trustee and the appointment
      of
      any successor;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to Section 2.03;
      and

     

    5. The
      final
      payment to Certificateholders.

     

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

     

    1. Each
      report to Certificateholders described in Section 4.03;

     

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

     

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

     

    4. Any
      notice of a purchase of a Mortgage Loan pursuant to Section 2.01, 2.02, 2.03,
      2.05 or 3.12.

     

    In
      addition, the Trustee shall notify the Swap Provider of any termination of
      the
      Trust pursuant to Section 9.01.

     

    (b)
        All
      directions, demands and notices hereunder shall be in writing and be duly given
      when delivered to

     

    (i)  in
      the
      case of the Depositor, IndyMac ABS, Inc., 155 North Lake Avenue, Pasadena,
      California 91101, Attention: Capital Markets, or such other address as may
      be
      hereafter furnished to the NIM Insurer, the Servicer and the Trustee by the
      Depositor;

     

    (ii)  in
      the
      case of the Servicer, IndyMac Bank, F.S.B., 888
      East
      Walnut Street, Pasadena, California 91101-7211,
      Attention: Servicing, or such other address as may be hereafter furnished to
      the
      NIM Insurer, the Depositor and the Trustee by the Servicer;

     

    (iii)  in
      the
      case of the Trustee or the Supplemental Interest Trust Trustee, to the Corporate
      Trust Office, [Trustee], ____________________________________________,
      Attention: Trust Administration IN[ ], Series INABS 20__-[ ], or such other
      address as the Trustee may hereafter furnish to the NIM Insurer, the Depositor
      and Servicer; 

     

    (iv)  in
      the
      case of the NIM Insurer, to such address as each NIM Insurer may hereafter
      furnish to the Depositor, the Trustee or Servicer;

     

    (v)  in
      the
      case of each of the Rating Agencies, the address specified therefor in the
      definition corresponding to the name of such Rating Agency; and

     

    (vi)  in
      the
      case of the Swap Provider, [Swap Provider], _____________________, Attention:
      Legal, or such other address as the Swap Provider may hereafter furnish to
      the
      NIM Insurer, the Depositor and the Trustee.

     

    Notices
      to Certificateholders shall be deemed given when mailed, first class postage
      prepaid, to their respective addresses appearing in the Certificate
      Register.

     

    	Section
            10.06  	
            Severability
              of Provisions.

          


     

    If
      any
      one or more of the provisions of this Agreement shall be for any reason
      whatsoever held invalid, then those provisions shall be deemed severable from
      the remaining provisions of this Agreement and shall in no way affect the
      validity or enforceability of the other provisions of this Agreement or of
      the
      Certificates or the rights of the Holders thereof.

     

    	Section
            10.07  	
            Assignment.

          


     

    Notwithstanding
      anything to the contrary contained herein, except as provided in Section 6.02,
      this Agreement may not be assigned by the Servicer without the prior written
      consent of the Trustee and Depositor.

     

    	Section
            10.08  	
            Limitation
              on Rights of
              Certificateholders.

          


     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust, nor entitle such Certificateholder’s legal
      representative or heirs to claim an accounting or to take any action or commence
      any proceeding in any court for a petition or winding up of the Trust, or
      otherwise affect the rights and obligations of the parties hereto or any of
      them.

     

    No
      Certificateholder shall have any right to vote (except as provided herein)
      or in
      any manner otherwise control the operation and management of the Trust Fund,
      or
      the obligations of the parties hereto, nor shall anything in this Agreement
      or
      the Certificates be construed so as to constitute the Certificateholders from
      time to time as partners or members of an association; nor shall any
      Certificateholder be liable to any third party because of any action taken
      by
      the parties to this Agreement pursuant to any provision hereof.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as herein provided, and unless the
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      evidenced by the Certificates shall also have made written request to the
      Trustee to institute such action, suit, or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the costs, expenses and liabilities to be incurred therein
      or thereby, and the Trustee, for sixty (60) days after its receipt of such
      notice, request, and offer of indemnity shall have neglected or refused to
      institute any such action, suit, or proceeding. Each Certificateholder expressly
      covenants with every other Certificateholder and the Trustee that no one or
      more
      Holders of Certificates shall have any right in any manner whatever by virtue
      or
      by availing itself or themselves of any provisions of this Agreement to affect,
      disturb or prejudice the rights of the Holders of any other of the Certificates,
      or to obtain or seek to obtain priority over or preference to any other such
      Holder or to enforce any right under this Agreement, except in the manner herein
      provided and for the common benefit of all Certificateholders. For
      the
      protection and enforcement of this Section 10.08, each Certificateholder and
      the
      Trustee shall be entitled to any relief that can be given either at law or
      in
      equity.

     

    	Section
            10.09  	
            Inspection
              and Audit Rights.

          


     

    The
      Servicer agrees that on reasonable prior notice, it will permit any
      representative of the Depositor, the NIM Insurer or the Trustee during such
      Person’s normal business hours, to examine all the books of account, records,
      reports and other papers of such Person relating to the Mortgage Loans, to
      make
      copies and extracts therefrom, to cause such books to be audited by independent
      certified public accountants of the NIM Insurer or reasonably acceptable to
      the
      NIM Insurer selected by the Depositor or the Trustee and to discuss its affairs,
      finances and accounts relating to the Mortgage Loans with its officers,
      employees and independent public accountants (and by this provision the Servicer
      hereby authorizes said accountants to discuss with such representative such
      affairs, finances and accounts), all at such reasonable times and as often
      as
      may be reasonably requested. Any
      out-of-pocket expense incident to the exercise by the Depositor, the NIM Insurer
      or the Trustee of any right under this Section 10.09 shall be borne by the
      Servicer.

     

    	Section
            10.10  	
            Certificates
              Nonassessable and Fully
              Paid.

          


     

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

     

    	Section
            10.11  	
            Official
              Record.

          


     

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

     

    	Section
            10.12  	
            Protection
              of Assets.

          


     

    (a)
        Except
      for transactions and activities entered into in connection with the
      securitization that is the subject of this Agreement, the Trust is not
      authorized and has no power to: 

     

    (1)
        borrow
      money or issue debt; 

     

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

     

    (3)
        engage
      in
      any business or activities. 

     

    (b)
        Each
      party to this Agreement agrees that it will not file an involuntary bankruptcy
      petition against the Trustee or the Trust Fund or initiate any other form of
      insolvency proceeding until after the Certificates have been paid in full.
      `

     

    	Section
            10.13  	
            Qualifying
              Special Purpose Entity.

          


     

    Notwithstanding
      any contrary provision of this Agreement the Trust Fund shall not engage in
      any
      activity or knowingly hold any property that would disqualify the Trust Fund
      from being a qualifying special purpose entity under generally accepted
      accounting principles.

     

    	Section
            10.14  	
            Rights
              of NIM Insurer.

          


     

    (a)
        The
      rights of the NIM Insurer under this Agreement shall exist only so long as
      either

     

    	(i)  	
            the
              NIM Notes certain payments on which are guaranteed by the NIM Insurer
              remain outstanding or

          


     

    	(ii)  	
            the
              NIM Insurer is owed amounts paid by it with respect to that
              guaranty.

          


     

    The
      rights of the NIM Insurer under this Agreement are exercisable by the NIM
      Insurer only so long as no default by the NIM Insurer under its guaranty of
      certain payments under the NIM Notes has occurred and is continuing. If the
      NIM
      Insurer is the subject of any insolvency proceeding, the rights of the NIM
      Insurer under this Agreement will be exercisable by the NIM Insurer only so
      long
      as

     

    	(i)  	
            the
              obligations of the NIM Insurer under its guaranty of the NIM Notes
              have
              not been disavowed and

          


     

    	(ii)  	
            the
              Seller and the Trustee have received reasonable assurances that the
              NIM
              Insurer will be able to satisfy its obligations under its guaranty
              of the
              NIM Notes.

          


     

    (b)
        The
      NIM
      Insurer is a third party beneficiary of this Agreement to the same extent as
      if
      it were a party to this Agreement, and may enforce any of those rights under
      this Agreement.

     

    (c)
        A
      copy of
      any documents of any nature required by this Agreement to be delivered by the
      Trustee, or to the Trustee or the Rating Agencies, shall in each case at the
      same time also be delivered to the NIM Insurer. Any notices required to be
      given
      by the Trustee, or to the Trustee or the Rating Agencies, shall in each case
      at
      the same time also be given to the NIM Insurer.

     

    (d)
        Anything
      in this Agreement that is conditioned on not resulting in the downgrading or
      withdrawal of the ratings then assigned to the Certificates by the Rating
      Agencies shall also be conditioned on not resulting in the downgrading or
      withdrawal of the ratings then assigned by the Rating Agencies to the NIM
      Notes.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



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

     

    
      	 	 	 	 	 	 	 	
              INDYMAC
                ABS, INC.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
               

            
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              [TRUSTEE],

              as
                Trustee [and Supplemental Interest Trust Trustee]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
               

            
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	
               

            
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              INDYMAC
                BANK, F.S.B.,

              as
                Seller and Servicer

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	
               

            
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


    On
      the
      ___th day of [
      ]
before
      me, a notary public in and for said State, personally appeared _______________
      known to me to be a ______________ of IndyMac ABS Inc., a Delaware corporation
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ___________________________________

    Notary
      Public

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


     

    On
      the
      ___th day of [
      ]
before
      me, a notary public in and for said State, personally appeared _______________
      known to me to be a _______________ of IndyMac Bank, F.S.B. that executed the
      within instrument, and also known to me to be the person who executed it on
      behalf of said corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

    Notary
      Public

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      ___th day of [
      ]
before
      me, a notary public in and for said State, personally appeared
      ____________________, known to me to be an ____________________of [Trustee],
      a
      national banking association that executed the within instrument, and also
      known
      to me to be the person who executed it on behalf of said association, and
      acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    __________________________________

    Notary
      Public

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Schedule
      I

     

    Mortgage
      Loan Schedule

     

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Schedule
      II

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

     

    Series
      INABS 20__-[ ]

     

    Representations
      and Warranties of the Seller/Servicer

     

    


    Indy
      Mac
      Bank, F.S.B. (“IndyMac”)
      hereby
      makes the representations and warranties in this Schedule II to the Depositor
      and the Trustee as of the Closing Date. Capitalized terms used but not otherwise
      defined in this Schedule II shall have the meanings ascribed thereto in the
      Pooling and Servicing Agreement (the “Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series, among IndyMac, as Seller and Servicer,
      IndyMac ABS, Inc., as Depositor, and [Trustee], as Trustee [and Supplemental
      Interest Trust Trustee].

     

    (1)    IndyMac
      is duly organized as a federally insured savings bank and is validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any business contemplated by the Pooling
      and Servicing Agreement to be conducted by IndyMac in any state in which a
      Mortgaged Property is located or is otherwise not required under applicable
      law
      to effect such qualification and, in any event, is in compliance with the doing
      business laws of any such state, to the extent necessary to ensure its ability
      to enforce each Mortgage Loan, to service the Mortgage Loans in accordance
      with
      the Pooling and Servicing Agreement and to perform any of its other obligations
      under the Pooling and Servicing Agreement and any Subsequent Transfer Instrument
      in accordance with the terms thereof.

     

    (2)    IndyMac
      has the full corporate power and authority to sell and service each Mortgage
      Loan, and to execute, deliver and perform, and to enter into and consummate
      the
      transactions contemplated by the Pooling and Servicing Agreement and any
      Subsequent Transfer Instrument and has duly authorized by all necessary
      corporate action on the part of IndyMac the execution, delivery and performance
      of the Pooling and Servicing Agreement and any Subsequent Transfer Instrument;
      and each of the Pooling and Servicing Agreement and any Subsequent Transfer
      Instrument, assuming the due authorization, execution and delivery thereof
      by
      the other parties thereto, constitutes a legal, valid and binding obligation
      of
      IndyMac, enforceable against IndyMac in accordance with its terms, except that
      (a) the enforceability thereof may be limited by bankruptcy, insolvency,
      moratorium, receivership and other similar laws relating to creditors’ rights
      generally and (b) the remedy of specific performance and injunctive and other
      forms of equitable relief may be subject to equitable defenses and to the
      discretion of the court before which any proceeding therefor may be
      brought.

     

    (3)    The
      execution and delivery of the Pooling and Servicing Agreement and any Subsequent
      Transfer Instrument by IndyMac, the sale and servicing of the Mortgage Loans
      by
      IndyMac under the Pooling and Servicing Agreement, the consummation of any
      other
      of the transactions contemplated by the Pooling and Servicing Agreement and
      any
      Subsequent Transfer Instrument, and the fulfillment of or compliance with the
      terms of the Pooling and Servicing Agreement and any Subsequent Transfer
      Instrument are in the ordinary course of business of IndyMac and will not (A)
      result in a material breach of any term or provision of the charter or by-laws
      of IndyMac, (B) materially conflict with, result in a material breach, violation
      or acceleration of, or result in a material default under, any other material
      agreement or instrument to which IndyMac is a party or by which it may be bound,
      or (C) constitute a material violation of any statute, order or regulation
      applicable to IndyMac of any court, regulatory body, administrative agency
      or
      governmental body having jurisdiction over IndyMac (including the OTS, the
      FDIC
      or any other governmental entity having regulatory authority over IndyMac);
      and
      IndyMac is not in breach or violation of any material indenture or other
      material agreement or instrument, or in violation of any statute, order or
      regulation of any court, regulatory body, administrative agency or governmental
      body having jurisdiction over it (including the OTS, the FDIC or any other
      governmental entity having regulatory authority over IndyMac) which breach
      or
      violation may materially impair IndyMac’s ability to perform or meet any of its
      obligations under the Pooling and Servicing Agreement and any Subsequent
      Transfer Instrument.

     

    (4)    IndyMac
      is an approved servicer of conventional mortgage loans for FNMA or FHLMC or
      is a
      mortgagee approved by the Secretary of Housing and Urban Development pursuant
      to
      Sections 203 and 211 of the National Housing Act.

     

    (5)    No
      litigation is pending or, to the best of IndyMac’s knowledge, threatened against
      IndyMac that would prohibit the execution or delivery of, or performance under,
      the Pooling and Servicing Agreement and any Subsequent Transfer Instrument
      by
      IndyMac.

     

    (6)    IndyMac
      is a member of MERS in good standing, and will comply in all material respects
      with the rules and procedures of MERS in connection with the servicing of the
      MERS Mortgage Loans for as long as such Mortgage Loans are registered with
      MERS.

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Schedule
      III

     

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

     

    Series
      INABS 20__-[ ]

     

    Representations
      and Warranties as to the Mortgage Loans

     

    


    IndyMac
      Bank, F.S.B. (“IndyMac”)
      hereby
      makes the representations and warranties in this Schedule III to the Depositor
      and the Trustee, as of the Closing Date (or Subsequent Transfer Date, as
      applicable), or if so specified herein, as of the applicable Cut-off Date or
      date of origination of the Mortgage Loan (as applicable). Capitalized terms
      used
      but not otherwise defined in this Schedule III shall have the meanings ascribed
      thereto in the Pooling and Servicing Agreement (the “Pooling
      and Servicing Agreement”)
      relating to the above-referenced Series, among IndyMac, as Seller and Servicer,
      IndyMac ABS, Inc., as Depositor, and [Trustee], as Trustee [and Supplemental
      Interest Trust Trustee].

     

    (1)    The
      information on Schedule I to the Pooling and Servicing Agreement with respect
      to
      each Mortgage Loan is true and correct in all material respects as of the
      Closing Date (or Subsequent Transfer Date, as applicable).

     

    (2)    As
      of the
      Closing Date (or Subsequent Transfer Date, as applicable), all regularly
      scheduled monthly payments due with respect to each Mortgage Loan up to and
      including the Due Date before the applicable Cut-off Date have been made; and
      as
      of the applicable Cut-off Date, no Mortgage Loan had a regularly scheduled
      monthly payment that was 30 or more days Delinquent during the twelve months
      before the applicable Cut-off Date.

     

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

     

    (4)    Immediately
      before the assignment of the Mortgage Loans to the Depositor, the Seller had
      good title to, and was the sole owner of, each Mortgage Loan free and clear
      of
      any pledge, lien, encumbrance or security interest and had full right and
      authority, subject to no interest or participation of, or agreement with, any
      other party, to sell and assign the same pursuant to the Pooling and Servicing
      Agreement.

     

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

     

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

     

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

     

    (8)    No
      Mortgaged Property has been materially damaged by water, fire, earthquake,
      windstorm, flood, tornado or similar casualty (excluding casualty from the
      presence of hazardous wastes or hazardous substances, as to which the Seller
      makes no representation) so as to affect adversely the value of the related
      Mortgaged Property as security for the Mortgage Loan.

     

    (9)    Each
      Mortgage Loan and prepayment penalty associated with the Mortgage Loan at
      origination complied in all material respects with applicable federal, state
      and
      local laws, including usury, equal credit opportunity, real estate settlement
      procedures, truth-in-lending, Home Ownership and Equity Protection Act of 1994,
      applicable predatory and abusive lending and disclosure laws, or any
      noncompliance does not have a material adverse effect on the value of the
      related Mortgage Loan.

     

    (10)    As
      of the
      Closing Date (or Subsequent Transfer Date, as applicable), the Seller has not
      modified the Mortgage in any material respect (except that a Mortgage Loan
      may
      have been modified by a written instrument that has been recorded or submitted
      for recordation, if necessary, to protect the interests of the
      Certificateholders and that has been delivered to the Trustee); satisfied,
      cancelled or subordinated such Mortgage in whole or in part; released the
      related Mortgaged Property in whole or in part from the lien of such Mortgage;
      or executed any instrument of release, cancellation, modification or
      satisfaction with respect thereto.

     

    (11)    A
      lender’s policy of title insurance together with a condominium endorsement and
      extended coverage endorsement, if applicable, in an amount at least equal to
      the
      Cut-off Date Principal Balance or Subsequent Cut-off Date Principal Balance,
      as
      applicable, of each Mortgage Loan or a commitment (binder) to issue the same
      was
      effective on the date of the origination of each Mortgage Loan, each such policy
      is valid and remains in full force and effect.

     

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

     

    (13)    To
      the
      best of the Seller’s knowledge, all of the improvements that were included for
      the purpose of determining the Appraised Value of the Mortgaged Property lie
      wholly within the boundaries and building restriction lines of such property,
      and no improvements on adjoining properties encroach upon the Mortgaged
      Property, unless such failure to be wholly within such boundaries and
      restriction lines or such encroachment, as the case may be, does not have a
      material effect on the value of the Mortgaged Property.

     

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

     

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

     

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

     

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

     

    (18)    With
      respect to each Mortgage constituting a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable by the Certificateholders to the trustee under the deed
      of trust, except in connection with a trustee’s sale after default by the
      Mortgagor.

     

    (19)    As
      of the
      applicable Cut-off Date, the improvements upon each Mortgaged Property are
      covered by a valid and existing hazard insurance policy with a generally
      acceptable carrier that provides for fire and extended coverage and coverage
      for
      such other hazards as are customarily required by institutional single family
      mortgage lenders in the area where the Mortgaged Property is located, and the
      Seller has received no notice that any premiums due and payable thereon have
      not
      been paid; the Mortgage obligates the Mortgagor thereunder to maintain all
      such
      insurance including flood insurance at the Mortgagor’s cost and expense.
      Anything to the contrary in this item (19) notwithstanding, no breach of this
      item (19) shall be deemed to give rise to any obligation of the Seller to
      repurchase or substitute for such affected Mortgage Loan or Loans so long as
      the
      Servicer maintains a blanket policy pursuant to the second paragraph of Section
      3.10(a) of the Pooling and Servicing Agreement.

     

    (20)    If
      at the
      time of origination of each Mortgage Loan, the related Mortgaged Property was
      in
      an area then identified in the Federal Register by the Federal Emergency
      Management Agency as having special flood hazards, a flood insurance policy
      in a
      form meeting the then-current requirements of the Flood Insurance Administration
      is in effect with respect to the Mortgaged Property with a generally acceptable
      carrier.

     

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

     

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

     

    (23)    Each
      Mortgage File contains an Appraisal Form 1004 of the related Mortgaged
      Property.

     

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

     

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

     

    (26)    None
      of
      the Mortgage Loans in Loan Group I and none of the Mortgage Loans in Loan Group
      II are cooperative loans.

     

    (27)    [Reserved.]

     

    (28)    [Reserved.]

     

    (29)    No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then-current version of Standard & Poor's LEVELS®
Glossary, which is now Version 5.6(b) Revised, Appendix E) and no Mortgage
      Loan
      originated on or after Oct. 1, 2002 through March 6, 2003 is governed by the
      Georgia Fair Lending Act.

     

    (30)    No
      Mortgage Loan is a “High-Cost Home Loan” as defined in any of the following
      statutes: the Georgia Fair Lending Act, as amended (the “Georgia Act”), the New
      York Banking Law 6-1, the Arkansas Home Loan Protection Act effective July
      16,
      2003 (Act 1340 of 2003), the Kentucky high-cost home loan statute effective
      June
      24, 2003 (Ky. Rev. Stat. Section 360.100), the New Jersey Home Ownership Act
      effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.), or the New Mexico
      Home
      Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann §§ 58-21A-1 et
      seq.). No Mortgage Loan secured by owner occupied real property or an owner
      occupied manufactured home located in the state of Georgia was originated (or
      modified) on or after October 1, 2002 through and including March 6, 2003.
      No
      Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
      Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
      seq.).

     

    (31)    None
      of
      the Mortgage Loans is a “high cost” loan, “covered” loan or any other similarly
      designated loan as defined under any state, local or federal law, as defined
      by
      applicable predatory and abusive lending laws.

     

    (32)    None
      of
      the Mortgage Loans that are secured by property located in the State of Illinois
      are in violation of the provisions of the Illinois Interest Act.

     

    (33)    Each
      Mortgage Loan has been underwritten and serviced substantially in accordance
      with the Seller’s guidelines, subject to such variances as the Seller has
      approved.

     

    (34)    
      No
      proceeds from any Mortgage Loan underlying the Certificates were used to finance
      single-premium credit insurance policies.

     

    (35)    No
      Mortgage Loan is subject to the requirements of the Home Ownership and Equity
      Protection Act of 1994 and no mortgage loan is in violation of any comparable
      state law.

     

    (36)    With
      respect to each Mortgage Loan in Loan Group I, each Mortgage Loan had a
      principal balance at origination that conformed to Fannie Mae and Freddie Mac
      guidelines.

     

    (37)    The
      Servicer has fully furnished, in accordance with the Fair Credit Reporting
      Act
      and its implementing regulations, accurate and complete information (i.e.,
      favorable and unfavorable) on the credit files for the related Mortgagor for
      each Mortgage Loan to Equifax, Experian and Trans Union Credit Information
      Company on a monthly basis.

     

    (38)    With
      respect to any mortgage loan in Loan Group I underlying the Security that
      contains a provision permitting imposition of a premium upon a prepayment prior
      to maturity: (a) prior to the mortgage loan’s origination, the borrower agreed
      to such premium in exchange for a monetary benefit, including but not limited
      to
      a rate or fee reduction; (b) prior to the mortgage loan’s origination, the
      borrower was offered the option of obtaining a mortgage loan that did not
      require payment of such a premium; (c) the prepayment premium is adequately
      disclosed to the borrower pursuant to applicable state and federal law; (d)
      no
      subprime loan originated on or after October 1, 2002 underlying the Security
      will impose a prepayment premium for a term in excess of three years and any
      loans originated prior to such date, and any non-subprime loans, will not impose
      prepayment penalties in excess of five years; in each case unless the loan
      was
      modified to reduce the prepayment period to no more than three years from the
      date of the note and the borrower was notified in writing of such reduction
      in
      prepayment period; and (e) notwithstanding any state or federal law to the
      contrary, the servicer shall not impose such prepayment premium in any instance
      when the mortgage loan is accelerated or paid off in connection with the workout
      of a delinquent mortgage or due to the borrower’s default.

     

    (39)    With
      respect to each mortgage loan in Loan Group I originated on or after August
      1,
      2004 and underlying the Certificates, neither the related Mortgage nor the
      related Mortgage Note requires the Mortgagors to submit to arbitration to
      resolve any dispute arising out of or relating in any way to the related
      mortgage loan transaction.

     

    (40)    With
      respect to each mortgage loan in
      Loan
      Group I underlying
      the Security, no borrower obtained a prepaid single-premium credit-life, credit
      disability, credit unemployment or credit property insurance policy in
      connection with the origination of the mortgage loan.

     

    (41)    With
      respect to each
      mortgage loan in
      Loan
      Group I
      underlying the Security, the mortgage loan’s originator offered the borrower
      mortgage loan products offered by such mortgage loan’s originator, or any
      affiliate of such mortgage loan’s originator, for which the borrower
      qualified.

     

    (42)    The
      methodology used in underwriting the extension of credit for each mortgage
      loan
in
      Loan
      Group I
      employs
      objective mathematical principles which relate the borrower’s income, assets and
      liabilities to the proposed payment and such underwriting methodology does
      not
      rely on the extent of the borrower’s equity in the collateral as the principal
      determining factor in approving such credit extension. Such underwriting
      methodology confirmed that at the time of origination (application/approval)
      the
      borrower had a reasonable ability to make timely payments on the mortgage
      loan.

     

    (43)    No
      borrower under a mortgage loan in
      Loan
      Group I
      was
      charged “points and fees” in an amount greater than (a) $1,000 or (b) 5% of the
      principal amount of such mortgage loan, whichever is greater. For purposes
      of
      this representation, “points and fees” (x) include origination, underwriting,
      broker and finder’s fees and charges that the lender imposed as a condition of
      making the mortgage loan, whether they are paid to the lender or a third party;
      and (y) exclude bona fide discount points, fees paid for actual services
      rendered in connection with the origination of the mortgage (such as attorneys’
fees, notaries fees and fees paid for property appraisals, credit reports,
      surveys, title examinations and extracts, flood and tax certifications, and
      home
      inspections); the cost of mortgage insurance or credit-risk price adjustments;
      the costs of title, hazard, and flood insurance policies; state and local
      transfer taxes or fees; escrow deposits for the future payment of taxes and
      insurance premiums; and other miscellaneous fees and charges that, in total,
      do
      not exceed 0.25 percent of the loan amount.

     

    (44)    All
      points, fees and charges (including finance charges), and whether or not
      financed, assessed, collected or to be collected in connection with the
      origination and servicing of each mortgage loan in
      Loan
      Group I,
      have
      been disclosed in writing to the borrower in accordance with applicable state
      and federal law and regulation.

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      A

    


    FORM
      OF
      CLASS A AND SUBORDINATED CERTIFICATES

     

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

     

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

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING THIS
      CERTIFICATE DIRECTLY OR INDIRECTLY BY, ON BEHALF OF, OR WITH PLAN ASSETS OF
      AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO TITLE
      I
      OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, SHALL BE DEEMED
      TO MAKE THE REPRESENTATIONS IN SECTION 5.02(C) OF THE POOLING AND SERVICING
      AGREEMENT.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Certificate
                No.

            	
              :

            	
              [ ]

            
	 	 	 
	
              Cut-off
                Date

            	
              :

            	
              [
                _______ ]

            
	 	 	 
	
              First
                Distribution Date 

            	
              :

            	
              [
                _______ ]

            
	 	 	 
	
              Initial
                Certificate Balance of this Certificate (“Denomination”)

            	
              :

            	
              $[__]

            
	 	 	 
	
              Initial
                Certificate Balances of all Certificates of this Class

            	
              :

            	
              $[__]

            
	 	 	 
	
              CUSIP

            	
              :

            	
              [_______]

            
	 	 	 


    

    


    


    


    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series
      INABS 20__-[ ]

    Class
      [
      ]

     

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

    


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

     

    This
      certifies that [___________] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the aggregate of the Denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among IndyMac ABS, Inc., as depositor (the
“Depositor”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”), and [Trustee], as trustee
      (in such capacity, the “Trustee”) [and supplemental interest trust trustee]. To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

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

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    Dated:
      ________, ______

    


    
      	 	 	 	 	 	 	
              [TRUSTEE],

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
              By:

            	 	 
	 	
              Authorized
                Signatory of

              [TRUSTEE],

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      B

    


    FORM
      OF
      CLASS P CERTIFICATE

     

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

     

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

    


    SUBJECT
      TO THE PROVISIONS OF SECTION 5.02(B) OF THE AGREEMENT. NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
      THE
      TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE,
      AND IS NOT INVESTING ON BEHALF OF OR WITH ASSETS OF SUCH A PLAN, OR, IF THE
      CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A
      REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
      TO
      HEREIN, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
      AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
      HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE REPRESENTATION
      LETTER OR THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE
      SHALL BE VOID AND OF NO EFFECT.

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Certificate
                No.

            	
              :

            	
              [ ]

            
	 	 	 
	
              Cut-off
                Date

            	
              :

            	
              [
                _______ ]

            
	 	 	 
	
              First
                Distribution Date 

            	
              :

            	
              [_______]

            
	 	 	 
	
              Percentage
                Interest of this Certificate (“Denomination”)

            	
              :

            	
              [__]%

            
	 	 	 
	
              CUSIP

            	
              :

            	
              [_______]

            
	 	 	 


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
      ]

    [Class
      P]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class payable solely from Prepayment Charges.

    


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

     

    This
      certifies that [_________] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the aggregate of the Denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among IndyMac ABS, Inc., as depositor (the
“Depositor”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”), and [Trustee], as trustee
      (in such capacity, the “Trustee”) [and supplemental interest trust trustee]. To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound. This Certificate represents an
      interest in the Trust, but does not represent an interest in any
      REMIC.

     

    This
      Certificate does not have a Certificate Balance or Pass-Through Rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement and
      solely payable from Prepayment Charges. In addition, any distribution of the
      proceeds of any remaining assets of the Trust will be made only upon presentment
      and surrender of this Certificate at the office or agency maintained by the
      Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any such transfer,
      subject to the provisions in Section 5.02(b) of the Agreement, the Trustee
      shall
      require the transferor to execute a transferor certificate (in substantially
      the
      form attached to the Pooling and Servicing Agreement) and deliver either (i)
      an
      Investment Letter or the Rule 144A Letter, in either case substantially in
      the
      form attached to the Agreement, or (ii) a written Opinion of Counsel to the
      Trustee that such transfer may be made pursuant to an exemption, describing
      the
      applicable exemption and the basis therefor, from the 1933 Act or is being
      made
      pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the
      transferor.

     

    Subject
      to the provisions in Section 5.02(b) of the Agreement, no transfer of a
      Certificate of this Class shall be made unless the Trustee shall have received
      either (i) a representation letter from the transferee of such Certificate,
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that (x) such transferee is not an employee benefit plan subject to
      Section 406 of ERISA or Section 4975 of the Code, nor a person acting on behalf
      of any such plan, which representation letter shall not be an expense of the
      Trustee or (y) if the Certificate has been the subject of an ERISA-Qualifying
      Underwriting, a representation that the transferee is an insurance company
      which
      is acquiring such Certificate with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate satisfy the requirements for exemptive relief under
      PTCE 95-60, or (ii) in the case of a Certificate presented for registration
      in
      the name of an employee benefit plan subject to ERISA, or a plan or arrangement
      subject to Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a trustee of any such plan or any other person acting on behalf
      of any such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Trustee, the NIM Insurer and the
      Servicer, which Opinion of Counsel shall not be an expense of the Trustee,
      the
      NIM Insurer, the Servicer or the Trust Fund, addressed to the Trustee, to the
      effect that the purchase or holding of such Certificate will not result in
      a
      nonexempt prohibited transaction under ERISA or Section 4975 of the Code and
      will not subject the Trustee or the Servicer to any obligation in addition
      to
      those expressly undertaken in this Agreement or to any liability.

     

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

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    Dated:
      ________, _____

    


    
      	 	 	 	 	 	 	
              [TRUSTEE],

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
              By:

            	 	 
	 	
              Authorized
                Signatory of

              [TRUSTEE],

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      C

    


    FORM
      OF
      RESIDUAL CERTIFICATE

     

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

     

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

     

    SUBJECT
      TO THE PROVISIONS OF SECTION 5.02(b) OF THE AGREEMENT, NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
      THE
      TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR
      AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
      REFERRED TO HEREIN. IN
      THE
      EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER TO A
      PLAN
      OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA OR A PLAN SUBJECT TO SECTION
      4975
      OF THE CODE, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR
      USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, WITHOUT SUCH OPINION OF
      COUNSEL, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO
      EFFECT.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Certificate
                No.

            	
              :

            	
              [ ]

            
	 	 	 
	
              Cut-off
                Date

            	
              :

            	
              [
                _______ ]

            
	 	 	 
	
              Initial
                Certificate Balance of this Certificate (“Denomination”)

            	
              :

            	
              $[__]

            
	 	 	 
	
              Initial
                Certificate Balances of all Certificates of this Class

            	
              :

            	
              $[__]

            
	 	 	 
	
              CUSIP

            	
              :

            	
              [_______]

            
	 	 	 


    

    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
      ]

    Class
      [R]
      [R-X]

     

    


    evidencing
      the distributions allocable to the Class [R] [R-X] Certificates with respect
      to
      a Trust Fund consisting primarily of a pool of fixed-rate and adjustable-rate
      conventional loans (the “Mortgage Loans”) secured by first liens on one- to
      four-family residential properties IndyMac ABS, Inc., as Depositor

    


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

     

    This
      certifies that [___] is the registered owner of the Percentage Interest
      (obtained by dividing the Denomination of this Certificate by the aggregate
      of
      the Denominations of all Certificates of the Class to which this Certificate
      belongs) in certain monthly distributions pursuant to a Pooling and Servicing
      Agreement dated as of the Cut-off Date specified above (the “Agreement”) among
      IndyMac ABS, Inc., as depositor (the “Depositor”), IndyMac Bank, F.S.B., as
      seller (in such capacity, the “Seller”) and as servicer (in such capacity, the
“Servicer”), and [Trustee], as trustee (in such capacity, the “Trustee”) and
      supplemental interest trust trustee. To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement, to which Agreement the Holder of this Certificate
      by virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust Fund will
      be
      made only upon presentment and surrender of this Class [R] [R-X] Certificate
      at
      the office or agency maintained by the Trustee.

     

    Subject
      to the provisions in Section 5.02(b) of the Agreement, no transfer of a Class
      [R] [R-X] Certificate shall be made unless the Trustee shall have received
      either (i) a representation letter from the transferee of such Certificate,
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that such transferee is not an employee benefit plan or arrangement
      subject to Section 406 of ERISA, or a plan or arrangement subject to Section
      4975 of the Code or a person acting on behalf of any such plan or arrangement
      or
      using the assets of any such plan or arrangement to effect such transfer, which
      representation letter shall not be an expense of the Trustee, the Servicer
      or
      the Trust Fund or (ii) an Opinion of Counsel satisfactory to the Trustee, the
      NIM Insurer and the Servicer to the effect that the purchase or holding of
      such
      Class [R] [R-X] Certificate will not result in a non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trustee, the NIM Insurer or the Servicer to any obligation in addition to those
      expressly undertaken in the Agreement or to any liability, which Opinion of
      Counsel shall not be an expense of the Trustee, the NIM Insurer, the Servicer
      or
      the Trust Fund. In the event that such representation is violated, or any
      attempt to transfer to a plan or arrangement subject to Section 406 of ERISA
      or
      a plan subject to Section 4975 of the Code, or a person acting on behalf of
      any
      such plan or arrangement or using the assets of any such plan or arrangement,
      without such Opinion of Counsel, such attempted transfer or acquisition shall
      be
      void and of no effect.

     

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

     

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

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    Dated:
      ________, _____

    


    
      	 	 	 	 	 	 	
              [TRUSTEE],

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
              By:

            	 	 
	 	
              Authorized
                Signatory of

              [TRUSTEE],

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      D

    


    FORM
      OF
      CLASS C CERTIFICATE

     

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

     

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

     

    SUBJECT
      TO THE PROVISIONS IN SECTION 5.02(b) OF THE AGREEMENT, NEITHER THIS CERTIFICATE
      NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO
      THE
      TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS
      NOT
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT
      OF 1974, AS AMENDED (“ERISA”), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE OR
      AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT
      REFERRED TO HEREIN. IN
      THE
      EVENT THAT SUCH REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER TO A
      PLAN
      OR ARRANGEMENT SUBJECT TO SECTION 406 OF ERISA OR A PLAN SUBJECT TO SECTION
      4975
      OF THE CODE, OR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR ARRANGEMENT OR
      USING THE ASSETS OF ANY SUCH PLAN OR ARRANGEMENT, WITHOUT SUCH OPINION OF
      COUNSEL, SUCH ATTEMPTED TRANSFER OR ACQUISITION SHALL BE VOID AND OF NO
      EFFECT.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Certificate
                No.

            	
              :

            	
              [ ]

            
	 	 	 
	
              Cut-off
                Date

            	
              :

            	
              [
                _______ ]

            
	 	 	 
	
              First
                Distribution Date 

            	
              :

            	
              [_______]

            
	 	 	 
	
              Percentage
                Interest of this Certificate (“Denomination”)

            	
              :

            	
              [__]%

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 


    

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

    Home
      Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
      ]

    [Class
      C]

     

    


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

    


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

     

    This
      certifies that [______] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the aggregate of the Denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among IndyMac ABS, Inc., as depositor (the
“Depositor”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”), and [Trustee], as trustee
      (in such capacity, the “Trustee”) [and supplemental interest trust trustee]. To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    This
      Certificate does not have a Certificate Balance or Pass-Through Rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      office or agency maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws. In the event of any such transfer,
      subject to the provisions in Section 5.02(b) of the Agreement, the Trustee
      shall
      require the transferor to execute a transferor certificate (in substantially
      the
      form attached to the Pooling and Servicing Agreement) and deliver either (i)
      an
      Investment Letter or the Rule 144A Letter, in either case substantially in
      the
      form attached to the Agreement, or (ii) a written Opinion of Counsel to the
      Trustee that such transfer may be made pursuant to an exemption, describing
      the
      applicable exemption and the basis therefor, from the 1933 Act or is being
      made
      pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the
      transferor.

     

    Subject
      to the provisions in Section 5.02(b) of the Agreement, no transfer of a
      Certificate of this Class shall be made unless the Trustee shall have received
      either (i) a representation letter from the transferee of such Certificate,
      acceptable to and in form and substance satisfactory to the Trustee, to the
      effect that such transferee is not an employee benefit plan or other benefit
      plan or arrangement subject to Section 406 of ERISA or Section 4975 of the
      Code,
      or a person acting on behalf of any such plan or investing plan assets of any
      such plan, which representation letter shall not be an expense of the Trustee,
      or (ii) in the case of a Certificate presented for registration in the name
      of
      an employee benefit plan subject to ERISA, or a plan or arrangement subject
      to
      Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a trustee of any such plan or any other person acting on behalf
      of any such plan or arrangement or using such plan’s or arrangement’s assets, an
      Opinion of Counsel satisfactory to the Trustee, the NIM Insurer and the
      Servicer, which Opinion of Counsel shall not be an expense of the Trustee,
      the
      NIM Insurer, the Servicer or the Trust Fund, addressed to the Trustee, to the
      effect that the purchase or holding of such Certificate will not result in
      a
      nonexempt prohibited transaction under ERISA or Section 4975 of the Code and
      will not subject the Trustee, the NIM Insurer or the Servicer to any obligation
      in addition to those expressly undertaken in this Agreement or to any
      liability.

     

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

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


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

     

    Dated:
      ________, _____

    


    
      	 	 	 	 	 	 	
              [TRUSTEE],

              not
                in its individual capacity, but solely as Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

    


    


    


    Countersigned:

    


    
      	
              By:

            	 	 
	 	
              Authorized
                Signatory of

              [TRUSTEE],

              not
                in its individual capacity, 

              but
                solely as Trustee

            	 


    

    


    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      E

    


    [Reserved].

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      F

    


    


    FORM
      OF
      REVERSE OF CERTIFICATES

     

    INDYMAC
      ABS, INC.

     

    Home
      Equity Mortgage Loan Asset-Backed Trust,

    Home
      Equity Mortgage Loan Asset-Backed Certificates

     

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

     

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

     

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

     

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

     

    Distributions
      on this Certificate shall be made by wire transfer of immediately available
      funds to the account of the Holder hereof at a bank or other entity having
      appropriate facilities therefor, if such Certificateholder shall have so
      notified the Trustee in writing at least five (5) Business Days prior to the
      related Record Date and such Certificateholder shall satisfy the conditions
      to
      receive such form of payment set forth in the Agreement, or, if not, by check
      mailed by first class mail to the address of such Certificateholder appearing
      in
      the Certificate Register. The final distribution on each Certificate will be
      made in like manner, but only upon presentment and surrender of such Certificate
      at the location specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the NIM Insurer
      and
      the Holders of Certificates affected by such amendment evidencing the requisite
      Percentage Interest, as provided in the Agreement. Any such consent by the
      Holder of this Certificate shall be conclusive and binding on such Holder and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the office or agency maintained by the Trustee, accompanied by a written
      instrument of transfer in form satisfactory to the Trustee and the Certificate
      Registrar duly executed by the holder hereof or such holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations and evidencing the same aggregate Percentage
      Interest in the Trust Fund will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Seller and the Trustee and any agent of the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date on which the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Remittance
      Period is less than 10% of the sum of the Cut-off Date Principal Balance and
      the
      Subsequent Cut-off Date Principal Balances, as applicable, of the Mortgage
      Loans, the Servicer will have the option to purchase, in whole, from the Trust
      Fund all remaining Mortgage Loans and all property acquired in respect of the
      Mortgage Loans at a purchase price determined as provided in the Agreement.
      The
      obligations and responsibilities created by the Agreement will terminate as
      provided in Section 9.01 of the Agreement.

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ASSIGNMENT

     

    


    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    _________________________________________________________________________________________________________________________

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

     

    ___________________________________________________________________________________________________________________________________.

     

    Dated:

                                                                           
      ______________________________________


    Signature
      by or on behalf of assignor


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            


    

    


    
      	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


    On
      the
      ___ th day of __________, 200_ before me, a notary public in and for said State,
      personally appeared _______________________, known to me who, being by me duly
      sworn, did depose and say that he executed the foregoing
      instrument.

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    


    [Notarial
      Seal]

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      G-1

    


    


    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

    [Servicer]

    [Seller]

    _____________________

    _____________________

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement among IndyMac ABS, Inc., as Depositor, IndyMac
                Bank, F.S.B., as Seller and Servicer, and [Trustee], as Trustee [and
                Supplemental Interest Trust Trustee], Home Equity Mortgage Loan
                Asset-Backed Trust, Series INABS 20__-[ ], Home Equity Mortgage Loan
                Asset-Backed Certificates, Series INABS 20__-[
                ]

            


    

    


    Gentlemen:

    


    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling
      and Servicing Agreement”),
      the
      undersigned, as Trustee, hereby certifies that, as to each Mortgage Loan listed
      in the Mortgage Loan Schedule (other than any Mortgage Loan listed in the
      attached schedule), it has received:

     

    (i) the
      original Mortgage Note, endorsed as provided in the following form: “Pay to the
      order of ________, without recourse”; and

     

    (ii) a
      duly
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments); provided,
      however, that
      it
      has received no assignment with respect to any Mortgage for which the related
      Mortgaged Property is located in the Commonwealth of Puerto Rico.

     

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

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule, or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	 	 	 	 	 	 	 	
              [TRUSTEE]

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      G-2

    


    FORM
      OF
      DELAYED DELIVERY CERTIFICATION

     

    [date]

     

    


    [Depositor]

    [Servicer]

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement among IndyMac ABS, Inc., as Depositor, IndyMac
                Bank, F.S.B., as Seller and Servicer, and [Trustee], as Trustee [and
                Supplemental Interest Trust Trustee], Home Equity Mortgage Loan
                Asset-Backed Trust, Series INABS 20__-[ ], Home Equity Mortgage Loan
                Asset-Backed Certificates, Series INABS 20__-[
                ]

            


    

    


    


    Gentlemen:

    


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

     

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

     

    (ii) a
      duly
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments), together with, except as provided below, all interim
      recorded assignments of such mortgage (each such assignment, when duly and
      validly completed, to be in recordable form and sufficient to effect the
      assignment of and transfer to the assignee thereof, under the Mortgage to which
      the assignment relates); provided,
      however,
      that
      such assignment of Mortgage need not be delivered in the case of a Mortgage
      for
      which the related Mortgaged Property is located in the Commonwealth of Puerto
      Rico.

     

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

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and Servicing Agreement. The Trustee makes no representations as to:
      (i)
      the validity, legality, sufficiency, enforceability or genuineness of any of
      the
      documents contained in each Mortgage File of any of the Mortgages identified
      on
      the [Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage
      Loan Schedule] or (ii) the collectability, insurability, effectiveness or
      suitability of any such Mortgage Loan.

     

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

     

    
      	 	 	 	 	 	 	 	
              [TRUSTEE]

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      H

    


    


    FORM
      OF
      FINAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

    [Servicer]

    [Seller]

    _____________________

    _____________________

    


    
      	 	
              Re:

            	
              Pooling
                and Servicing Agreement among IndyMac ABS, Inc., as Depositor, IndyMac
                Bank, F.S.B., as Seller and Servicer, and [Trustee], as Trustee [and
                Supplemental Interest Trust Trustee], Home Equity Mortgage Loan
                Asset-Backed Trust, Series INABS 20__-[ ], Home Equity Mortgage Loan
                Asset-Backed Certificates, Series INABS 20__-[
                ]

            


    

    


    


    Gentlemen:

    


    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling
      and Servicing Agreement”),
      the
      undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
      in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
      listed on the attached Document Exception Report) it has received:

     

    (i) The
      original Mortgage Note, endorsed in the form provided in Section 2.01(c)(i)
      of
      the Pooling and Servicing Agreement, with all intervening endorsements showing
      a
      complete chain of endorsement from the originator to the Seller.

     

    (ii) The
      original recorded Mortgage.

     

    (iii) A
      duly
      executed assignment of the Mortgage in the form provided in Section 2.01(c)(iii)
      of the Pooling and Servicing Agreement; provided,
      however, that
      it
      has received no assignment with respect to any Mortgage for which the related
      Mortgaged Property is located in the Commonwealth of Puerto Rico, or, if the
      Depositor has certified or the Trustee otherwise knows that the related Mortgage
      has not been returned from the applicable recording office, a copy of the
      assignment of the Mortgage (excluding information to be provided by the
      recording office).

     

    (iv) The
      original or duplicate original recorded assignment or assignments of the
      Mortgage showing a complete chain of assignment from the originator to the
      Seller.

     

    (v) The
      original or duplicate original lender’s title policy and all riders thereto or,
      any one of an original title binder, an original preliminary title report or
      an
      original title commitment, or a copy thereof certified by the title
      company.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan and
      (b)
      the information set forth in items (i), (ii), (iii), (iv), (vi) and (xi)(a)
      of
      the definition of the “Mortgage Loan Schedule” in Section 1.01 of the Pooling
      and Servicing Agreement accurately reflects information set forth in the
      Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to: (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in each Mortgage File of any of the Mortgage Loans
      identified on the Mortgage Loan Schedule; or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage Loan.
      Notwithstanding anything herein to the contrary, the Trustee has made no
      determination and makes no representations as to whether (i) any endorsement
      is
      sufficient to transfer all interest of the party so endorsing, as Noteholder
      or
      assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable
      form or sufficient to effect the assignment of and transfer to the assignee
      thereof, under the Mortgage to which the assignment relates.

     

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

     

    
      	 	 	 	 	 	 	 	
              [TRUSTEE]

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      I

    


    


    Or
      

     

    IndyMac
      ABS, Inc.,

     

    Home
      Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ]

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

     

    Series
      INABS 20__-[ ]

    


    
      	
              STATE
                OF_____________

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF___________

            	
              )

            	 


    

    


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

     

    1. The
      undersigned is an officer of ____________________________, the proposed
      Transferee of an Ownership Interest in a Class R Certificate or Class R-X
      Certificate (the “Certificate”)
      issued
      pursuant to the Pooling and Servicing Agreement (the “Agreement”),
      relating to the above-referenced Series, by and among IndyMac ABS, Inc., as
      depositor (the “Depositor”),
      IndyMac Bank, F.S.B., as seller and servicer and [Trustee], as trustee [and
      supplemental interest trust trustee]. Capitalized terms used, but not defined
      herein or in Annex 1, shall have the meanings ascribed to such terms in the
      Agreement. The Transferee has authorized the undersigned to make this affidavit
      on behalf of the Transferee.

     

    2. The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
      Interest in the Certificate for its own account. 

     

    3. The
      Transferee has been advised of, and understands that: (i) a tax will be imposed
      on Transfers of the Certificate to Persons that are not Permitted Transferees;
      (ii) such tax will be imposed on the transferor, or, if such Transfer is through
      an agent (which includes a broker, nominee or middleman) for a Person that
      is
      not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable
      for the tax shall be relieved of liability for the tax if the Transferee
      furnishes to such Person an affidavit that such Transferee is a Permitted
      Transferee and, at the time of Transfer, such Person does not have actual
      knowledge that the affidavit is false.

     

    4. The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity. The Transferee understands
      that
      such tax will not be imposed for any period with respect to which the record
      holder furnishes to the pass-through entity an affidavit that such record holder
      is a Permitted Transferee and the pass-through entity does not have actual
      knowledge that such affidavit is false. (For this purpose, a “pass-through
      entity” includes a regulated investment company, a real estate investment trust
      or common trust fund, a partnership, trust or estate, and certain cooperatives
      and, except as may be provided in the Treasury Regulations, persons holding
      interests in pass-through entities as a nominee for another
      Person.)

     

    5. The
      Transferee has reviewed Section 5.02(c) of the Agreement (attached hereto as
      Annex 2 and incorporated herein by reference) and understands the legal
      consequences of the acquisition of an Ownership Interest in the Certificate
      including, without limitation, the restrictions on subsequent Transfers and
      the
      provisions regarding voiding the Transfer and mandatory sales. The Transferee
      expressly agrees to be bound by and to abide by the provisions of Section
      5.02(c) of the Agreement and the restrictions noted on the face of the
      Certificate. The Transferee understands and agrees that any breach of any of
      the
      representations included herein shall render the Transfer to the Transferee
      contemplated hereby null and void.

     

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

     

    7. The
      Transferee’s taxpayer identification number is ________________.

     

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

     

    9. The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of Treasury regulations promulgated pursuant to the
      Code and that the transferor of a noneconomic residual interest will remain
      liable for any taxes due with respect to the income on such residual interest,
      unless no significant purpose of the transfer was to impede the assessment
      or
      collection of tax. The Transferee does not have the intention to impede the
      assessment or collection of any tax legally required to be paid with respect
      to
      the Certificate.

     

    10. Transferee
      has historically paid the Transferee’s debts as they become due, and Transferee
      intends, and believes that the Transferee will be able, to continue to pay
      Transferee’s debts as such debts become due in the future. Transferee has a
      valid business purpose for purchasing the Residuals.

     

    11. Transferee
      is not a foreign permanent establishment or fixed base (within the meaning
      of an
      applicable income tax treaty) (a “Foreign
      Base”)
      of a
      U.S. taxpayer. In addition, the Transferee will not (a) transfer the Class
      R
      Certificates, directly or indirectly, to a Foreign Base, and (b) cause income
      from the Class R Certificates to be attributable to a Foreign Base of the
      Transferee or another U.S. taxpayer. 

     

    12. Either:

     

    (a)
      (i)
      At the time of the transfer, and at the close of each of the Transferee's two
      fiscal years preceding the Transferee's fiscal year of transfer, the
      Transferee's gross assets for financial reporting purposes exceed $100 million
      and its net assets for financial reporting purposes exceed $10 million. For
      purposes of the preceding sentence, the gross assets and net assets of a
      Transferee do not include any obligation of any Related Person or any other
      asset if a principal purpose for holding or acquiring the other asset is to
      permit the Transferee to satisfy the conditions of this paragraph 12(a); and
      (ii) the Transferee is an Eligible Corporation and hereby agrees that any
      subsequent transfer of the interest will be to another Eligible Corporation
      in a
      transaction that satisfies this Transfer Affidavit, including this paragraph
      12(a). For the purpose of this affidavit, the term “Eligible
      Corporation”
means
      any domestic C corporation (as defined in section 1361(a)(2) of the Code) other
      than a corporation which is exempt from, or is not subject to, tax under section
      11 of the Code, an entity described in section 851(a) or 856(a) of the Code,
      a
      REMIC or an organization to which part I, subchapter T, chapter 1, subtitle
      A of
      the Code applies, and the term “Related
      Person”
means
      any person that bears a relationship to the Transferee enumerated in section
      267(b) or 707(b)(1) of the Code, using "20 percent" instead of "50 percent"
      where it appears under the provisions; or is under common control (within the
      meaning of section 52(a) and (b) of the Code) with the Transferee;
      or


     

    (b)(i)
      The
      Transferee is a United States Person; and (ii) the present value of the
      anticipated tax liabilities associated with holding the residual interest does
      not exceed the sum of: (A) the present value of any consideration given to
      the
      Transferee to acquire the interest, (B) the present value of the expected future
      distributions on the interest and (C) the present value of the anticipated
      tax
      savings associated with holding the interest as the REMIC generates losses.
      For
      purposes of calculating the aforementioned present values: (i) the transferee
      has assumed that it pays tax at a rate equal to the highest rate of tax
      specified in Code Section 11(b)(1) (unless the Transferee has been subject
      to
      the alternative minimum tax under Section 55 of the Code in the preceding two
      years and will compute its taxable income in the current taxable year using
      the
      alternative minimum tax rate, in which case the Transferee can assume that
      it
      pays tax at the rate specified in Section 55(b)(1)(B) of the Code (provided,
      that the Transferee states in this Transfer Affidavit that it is using such
      alternate rate and that has been subject to the alternative minimum tax under
      Section 55 of the Code in the preceding two years) and will compute its taxable
      income in the current taxable year using the alternative minimum tax rate);
      and
      (ii) the Transferee uses a discount rate equal to the Federal short-term rate
      prescribed by section 1274(d) of the Code for the month of the transfer and
      the
      compounding period used by the Transferee. 

     

    13. The
      Transferee hereby represents to and for the benefit of the transferor that
      the
      Transferee intends to pay any tax associated with holding the Ownership Interest
      as they become due, fully understanding that it may incur tax liabilities in
      excess of any cash flows generated by its Ownership Interest.

     

    14. The
      Transferee is not an employee benefit plan that is subject to ERISA or a plan
      that is subject to Section 4975 of the Code, and the Transferee is not acting
      on
      behalf of or using plan assets of such a plan. 

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


     

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

     

    
      	 	 
	 	
              Print
                Name of Transferee

            


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    


    [Corporate
      Seal]

    


    Attest:

    


    
      	 	 	 
	 	
              [Assistant]
                Secretary

            	 


    

    


    


    


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

     

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

     

    


     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    


    My
      Commission expires the _____ day of ____________, 20__


    
      
         

      

      
         

        
          

        

      

      
         

      

    


                               
      Annex 1

                            to
      Exhibit
      I

    


    Certain
      Definitions

     

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

     

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

     

    “Person”:
      Any
      individual, corporation, partnership, joint venture, bank, joint stock company,
      trust (including any beneficiary thereof), unincorporated organization or
      government or any agency or political subdivision thereof.

     

    “Transfer”:
      Any
      direct or indirect transfer or sale of any Ownership Interest in a Certificate,
      including the acquisition of a Certificate by the Depositor.

     

    “Transferee”:
      Any
      Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     

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

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


                            Annex
      2

                            to
      Exhibit
      I

    


    


    Section
      5.02 (c) of the Agreement

     

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    The
      restrictions on Transfers of a Residual Certificate in this Section 5.02(c)
      shall cease to apply (and the applicable portions of the legend on a Residual
      Certificate may be deleted) with respect to Transfers occurring after delivery
      to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not
      be
      an expense of the Trust Fund, the Trustee, the Seller, the NIM Insurer or the
      Servicer, to the effect that the elimination of such restrictions will not
      cause
      the Trust Fund hereunder to fail to qualify as a REMIC at any time that the
      Certificates are outstanding or result in the imposition of any tax on the
      Trust
      Fund, a Certificateholder or any other Person. The Opinion of Counsel shall
      be
      accompanied by written notification from each Rating Agency that the removal
      of
      the restriction will not cause the Rating Agency to downgrade its ratings of
      the
      Certificates. Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate hereby consents to any amendment of this Agreement that,
      based on an Opinion of Counsel furnished to the Trustee, is reasonably necessary
      (a) to ensure that the record ownership of, or any beneficial interest in,
      a
      Residual Certificate is not transferred, directly or indirectly, to a Person
      that is not a Permitted Transferee and (b) to provide for a means to compel
      the
      Transfer of a Residual Certificate that is held by a Person that is not a
      Permitted Transferee to a Holder that is a Permitted Transferee.

     

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Exhibit
      J

     

    


    


    Form
      of
      Transferor Certificate

     

    __________,
      20__

    


    IndyMac
      ABS, Inc.

    155
      North
      Lake Avenue

    Pasadena,
      California 91101

    


    [Trustee]

    _________________________

    _________________________

    


    Attention:
      : [___________]

    Series
      INABS 20__-[ ]

    


    
      	 	
              Re:

            	
              IndyMac
                ABS, Inc. Home Equity Loan Asset-Backed Trust, Series INABS 20__-[
                ], Home
                Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
                ],
                Class

            


    

    


    


    Ladies
      and Gentlemen:

    


    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”),
      and
      are being disposed by us in a transaction that is exempt from the registration
      requirements of the Act, (b) we have not offered or sold any Certificates to,
      or
      solicited offers to buy any Certificates from, any person, or otherwise
      approached or negotiated with any person with respect thereto, in a manner
      that
      would be deemed, or taken any other action that would result in, a violation
      of
      Section 5 of the Act and (c) to the extent we are disposing of a Residual
      Certificate, we have no knowledge the Transferee is not a Permitted
      Transferee.

     

    
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferor

            
	 	 	 	 	 	 	 	 	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            
	 	 	 	 	 	 	 	 	 


    

    


    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      K

    


    


    


    FORM
      OF
      SWAP AGREEMENT

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      L

    


    RULE
      144A
      LETTER

     

    ____________,
      20__

    


    


    IndyMac
      ABS, Inc.

    155
      North
      Lake Avenue

    Pasadena,
      California 91101

    


    [Trustee]

    _________________________

    _________________________

    


    Attention:
      : [___________]

    Series
      INABS 20__-[ ]

    


    
      	 	
              Re:

            	
              Home
                Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ], Home
                Equity Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
                ],
                

              Class
                [_]

            


    

    


    


    Ladies
      and Gentlemen:

    


    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”),
      or
      any state securities laws and are being transferred to us in a transaction
      that
      is exempt from the registration requirements of the Act and any such laws,
      (b)
      we have such knowledge and experience in financial and business matters that
      we
      are capable of evaluating the merits and risks of investments in the
      Certificates, (c) we have had the opportunity to ask questions of and receive
      answers from the Depositor concerning the purchase of the Certificates and
      all
      matters relating thereto or any additional information deemed necessary to
      our
      decision to purchase the Certificates, (d) (i) we are not an employee benefit
      plan that is subject to the Employee Retirement Income Security Act of 1974,
      as
      amended, or a plan or arrangement that is subject to Section 4975 of the
      Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any
      such plan or arrangement or using the assets of any such plan or arrangement
      to
      effect such acquisition, (ii) we are purchasing a Certificate that is not a
      Class C, Class R or Class R-X Certificate and has been the subject of an
      ERISA-Qualifying Underwriting and we are an insurance company that is purchasing
      such Certificates with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE
      95-60”))
      and
      that the purchase and holding of such Certificates satisfy the requirements
      for
      exemptive relief under Sections I and III of PTCE 95-60, or (e) we have not,
      nor
      has anyone acting on our behalf offered, transferred, pledged, sold or otherwise
      disposed of the Certificates, any interest in the Certificates or any other
      similar security to, or solicited any offer to buy or accept a transfer, pledge
      or other disposition of the Certificates, any interest in the Certificates
      or
      any other similar security from, or otherwise approached or negotiated with
      respect to the Certificates, any interest in the Certificates or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Certificates
      under
      the Act or that would render the disposition of the Certificates a violation
      of
      Section 5 of the Act or require registration pursuant thereto, nor will act,
      nor
      has authorized or will authorize any person to act, in such manner with respect
      to the Certificates, (f) to the extent that the Certificate transferred is
      a
      Class C Certificate, we are a bankruptcy-remote entity and (g) we are a
“qualified institutional buyer” as that term is defined in Rule 144A under the
      Act and have completed either of the forms of certification to that effect
      attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is
      being
      made in reliance on Rule 144A. We are acquiring the Certificates for our own
      account or for resale pursuant to Rule 144A and further, understand that such
      Certificates may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the
      Act.

     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Annex
      1
      to Exhibit L

     

    Qualified
      Institutional Buyer Status Under SEC Rule 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule
      144A”)
      because (i) the Buyer owned or invested on a discretionary basis
      $____________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    ___ Corporation,
      etc.
      The
      Buyer is a corporation (other than a bank, savings and loan association or
      similar institution), Massachusetts or similar business trust, partnership,
      or
      charitable organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended.

     

    ___ Bank.
      The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a copy of which is
      attached hereto.

     

    ___ Savings
      and Loan.
      The
      Buyer (a) is a savings and loan association, building and loan association,
      cooperative bank, homestead association or similar institution, that is
      supervised and examined by a State or Federal authority having supervision
      over
      any such institutions or is a foreign savings and loan association or equivalent
      institution and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a copy of which is
      attached hereto.

     

    ___ Broker-dealer.
      The
      Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934, as amended.

     

    ___ Insurance
      Company.
      The
      Buyer is an insurance company whose primary and predominant business activity
      is
      the writing of insurance or the reinsuring of risks underwritten by insurance
      companies and that is subject to supervision by the insurance commissioner
      or a
      similar official or agency of a State, territory or the District of
      Columbia.

     

    ___ State
      or Local Plan.
      The
      Buyer is a plan established and maintained by a State, its political
      subdivisions, or any agency or instrumentality of the State or its political
      subdivisions, for the benefit of its employees.

     

    ___ ERISA
      Plan.
      The
      Buyer is an employee benefit plan within the meaning of Title I of the Employee
      Retirement Income Security Act of 1974, as amended.

     

    ___ Investment
      Advisor.
      The
      Buyer is an investment advisor registered under the Investment Advisors Act
      of
      1940, as amended.

     

    ___ Small
      Business Investment Company.
      Buyer
      is a small business investment company licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business Investment
      Act
      of 1958.

     

    ___ Business
      Development Company.
      Buyer
      is a business development company as defined in Section 202(a)(22) of the
      Investment Advisors Act of 1940, as amended.

     

    3. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer, (ii) securities that are part of an unsold allotment to or subscription
      by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed
      by
      the U.S. or any instrumentality thereof, (iv) bank deposit notes and
      certificates of deposit, (v) loan participations, (vi) repurchase agreements,
      (vii) securities owned but subject to a repurchase agreement and (viii)
      currency, interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned or invested
      on
      a discretionary basis by the Buyer, the Buyer used the cost of such securities
      to the Buyer and did not include any of the securities referred to in the
      preceding paragraph, except (i) where the Buyer reports its securities holdings
      in its financial statements on the basis of their market value and (ii) no
      current information with respect to the cost of those securities has been
      published. If clause (ii) in the preceding sentence applies, the securities
      may
      be valued at market. Further, in determining such aggregate amount, the Buyer
      may have included securities owned by subsidiaries of the Buyer, but only if
      such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

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

     

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

     

    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Transferee

            
	 	 	 	 	 	 	 	 	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    


    


    


    Annex
      2
      to Exhibit L

     

    Qualified
      Institutional Buyer Status Under SEC Rule 144A

     

    [For
      Transferees that are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”)
      hereby
      certifies as follows to the parties listed in the Rule 144A Transferee
      Certificate to which this certification relates with respect to the Certificates
      described therein:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule
      144A”)
      because Buyer is part of a Family of Investment Companies, is such an officer
      of
      the Adviser.

     

    2. In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year. For
      purposes of determining the amount of securities owned by the Buyer or the
      Buyer’s Family of Investment Companies, the cost of such securities was used,
      except (i) where the Buyer or the Buyer’s Family of Investment Companies reports
      its securities holdings in its financial statements on the basis of their market
      value and (ii) no current information with respect to the cost of those
      securities has been published. If clause (ii) in the preceding sentence applies,
      the securities may be valued at market.

     

    ___ The
      Buyer
      owned $____________ in securities (other than the excluded securities referred
      to below) as of the end of the Buyer’s most recent fiscal year (such amount
      being calculated in accordance with Rule 144A).

     

    ___ The
      Buyer
      is part of a Family of Investment Companies that owned in the aggregate
      $________ in securities (other than the excluded securities referred to below)
      as of the end of the Buyer’s most recent fiscal year (such amount being
      calculated in accordance with Rule 144A).

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities
      issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank
      deposit notes and certificates of deposit, (iv) loan participations, (v)
      repurchase agreements, (vi) securities owned but subject to a repurchase
      agreement and (vii) currency, interest rate and commodity swaps.

     

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

     

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

     

    


     

    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Buyer or Advisor

            
	 	 	 	 	 	 	 	 	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


                                            
      If an Adviser:

    


    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Buyer

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


    


    


    

      

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

      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      M

    


    


    FORM
      OF
      REQUEST FOR RELEASE

    (for
      Trustee)

     

    IndyMac
      ABS, Inc.,

     

    Home
      Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ]

    Home
      Equity Mortgage Loan Asset-Backed Certificates,

     

    Series
      INABS 20__-[ ]

    


     

    Loan
      Information

     

    
      	
              Name
                of Mortgagor

            	 	 
	
              Servicer

              Loan
                No.:

            	 	 


    

    Trustee

     

    
      	
              Name:

            	 	 
	
              Address:

            	 	 
	 	 	 
	 	 	 
	
              Trustee

              Mortgage
                File No.:

            	 	 


    

    


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

     

    
      	
              (__)

            	
              Mortgage
                Note dated ____________, ____, in the original principal sum of
                $__________, made by __________________ payable to, or endorsed to
                the
                order of, the Trustee.

               

            
	
              (__)

            	
              Mortgage
                recorded on ________________ as instrument no. __________ in the
                County
                Recorder’s Office of the County of ____________, State of ___________ in
                book/reel/docket __________of official records at page/image
                ___________.

               

            
	
              (__)

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

               

            
	
              (__)

            	
              Assignment
                of Mortgage or Deed of Trust to the Trustee, recorded on ____________,
                ____, as instrument no. __________ in the County Recorder’s Office of the
                County of ________, State of _________ in book/reel/docket _________
                of
                official records at page/image _____________.

               

            
	
              (__)

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

            
	 	
              (__)

            	 
	 	
              (__)

            	 
	 	
              (__)

            	 
	 	
              (__)

            	 


    

     

    The
      undersigned Servicer hereby acknowledges and agrees as follows:

     

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

     

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

     

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

     

    (4) The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Servicer shall at all times be earmarked
      for the account of the Trustee, and the Servicer shall keep the Documents and
      any proceeds separate and distinct from all other property in the Servicer’s
      possession, custody or control.

     

    
      	 	 	 	 	 	 	 	
              IndyMac
                Bank, F.S.B.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Its:

            	 


    

    


     

    Date:
      ________________

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      N

    


    


    FORM
      OF
      REQUEST FOR RELEASE OF DOCUMENTS

     

    
      	
              To:

            	
              [Trustee],
                Attn: [____________]

            


    

    


    
      	 	
              Re:

            	
              The
                Pooling & Servicing Agreement dated as of [ ] among IndyMac Bank,
                F.S.B., as Seller and Servicer, IndyMac ABS, Inc., as Depositor,
                and
                [Trustee],as Trustee [and Supplemental Interest Trust
                Trustee]

            


    

    


    Ladies
      and Gentlemen:

    


    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      for IndyMac ABS, Inc., we request the release of the Mortgage Loan File for
      the
      Mortgage Loans described below, for the reason indicated.

     

    FT
      Account #:  Pool
      #:

    


    Mortgagor’s
      Name, Address and Zip Code:

    


    Mortgage
      Loan Number:

    


    Reason
      for Requesting Documents
      (check
      one)

    


    _______1. Mortgage
      Loan paid in full (IndyMac hereby certifies that all amounts have been
      received.)

    


    _______2. Mortgage
      Loan Liquidated (IndyMac hereby certifies that all proceeds of foreclosure,
      insurance, or other liquidation have been finally received.)

    


    _______3. Mortgage
      Loan in Foreclosure.

    


    _______4. Other
      (explain): ____________________________________

    


    If
      item 1
      or 2 above is checked, and if all or part of the Mortgage File was previously
      released to us, please release to us our previous receipt on file with you,
      as
      well as an additional documents in your possession relating to the
      above-specified Mortgage Loan. If item 3 or 4 is checked, upon return of all
      of
      the above documents to you as Trustee, please acknowledge your receipt by
      signing in the space indicated below, and returning this form.

     

    IndyMac
      Bank, F.S.B.

    888
      East
      Walnut Street

    Pasadena,
      California 91101

    


    
      	
              By:

            	 	 
	
              Name:

            	 	 
	
              Title:

            	 	 
	 	 	 
	
              Date:

            	 	 


    

    


    


    Trustee
      Consent to Release and

    Acknowledgment
      of Receipt

    


    
      	
              By:

            	 	 
	
              Name:

            	 	 
	
              Title:

            	 	 
	 	 	 
	
              Date:

            	 	 


    

    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    EXHIBIT
      O-1

     

     

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

     

    Re:          
      IndyMac
      ABS Inc.

    Home
      Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ]

    


    I,
      [identify the certifying individual], certify that:

     

    1. I
      have
      reviewed this annual report on Form 10-K and all reports on Form 10-D required
      to be filed in respect of the period covered by this report on Form 10-K of
      Home
      Equity Mortgage Loan Asset-Backed Trust, Series INABS 20__-[ ] (the “Exchange
      Act Periodic Reports”);

     

    2. Based
      on
      my knowledge, the Exchange Act Periodic Reports, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3. Based
      on
      my knowledge, the distribution, servicing and other information required to
      be
      provided under Form 10-D for the period covered by this report is included
      in
      the Exchange Act Periodic Reports;

     

    4. Based
      on
      my knowledge and the servicer compliance statement(s) required in this report
      under Item 1123 of Regulation AB and except as disclosed in the Exchange Act
      Periodic Reports, the servicer(s) [has/have] fulfilled [its/their] obligations
      under the servicing agreement(s) in all material respects; and; 

     

    5. All
      of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: [Trustee].

    


     

    Date:
      __________________

     

    
      	 	 
	 	
              [Signature]

              [Title]

            


    

    


     

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    EXHIBIT
      O-2

    


    


     

    TRUSTEE’S
      OFFICER’S CERTIFICATE 

     

    


    I,
      ____________________, a duly elected and acting officer of [Trustee] (the
“Trustee”) hereby certify as follows: 

    


    Reference
      is hereby made to the Pooling and Servicing Agreement dated as of [ _______
      ]
      (the “Pooling Agreement”) by and among IndyMac Bank, F.S.B., as seller and
      servicer, 

    IndyMac
      ABS, Inc., as depositor and [Trustee], as trustee [and supplemental interest
      trust trustee], pursuant to which was created the Home Equity Mortgage Loan
      Asset-Backed Trust, Series INABS 20__-[ ] (the “Trust”). Capitalized terms used
      herein but not defined shall have the meanings assigned to them in the Pooling
      Agreement. 

    


    1. I
      am an
      authorized officer of the Trustee and I have reviewed this annual report on
      Form
      10-K and all reports on Form 10-D required to be filed in respect of the period
      covered by this report on Form 10-K of Home Equity Mortgage Loan Asset-Backed
      Trust, Series INABS 20__-[ ](the “Exchange Act Periodic Reports”);

     

    2. For
      purposes of this certificate, “Relevant Information” means the information in
      the report on assessment of the Trustee’s compliance with the servicing criteria
      set forth in Item 1122(d) of Reg AB (the “Servicing Assessment”), the registered
      public accounting firm’s attestation provided in accordance with Rules 13a-18
      and 15d-18 under the Exchange Act and Section 1122(b) of Reg AB ( the
“Attestation Report”) applicable to the Trustee and the Monthly Statements
      (excluding information provided, or based on information provided, by the
      Servicer or any servicer) and those items in Exhibit S attached to the Pooling
      and Servicing Agreement which indicate the 4.03 statement or the Trustee as
      the
      responsible party during the Relevant Year. Based on my knowledge, the Relevant
      Information, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual report;
      and

     

    3. Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Pooling and Servicing Agreement is included in the Monthly
      Statements.

     

    4. I
      am
      responsible for reviewing the activities performed by the Trustee, as servicer
      under the Pooling Agreement during the Relevant Year. Based upon the review
      required by the Pooling Agreement and except as disclosed in the Servicing
      Assessment or Attestation Report, to the best of my knowledge, the Trustee
      has
      fulfilled its obligations under the Pooling Agreement throughout the Relevant
      Year. Relevant Year shall mean 200__. 

    


    DATED
      as
      of _____________, 200____. 

     

    By:
      _______________________________

    Name:
      _____________________________

    Title:
      ______________________________


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      P

    


    FORM
      OF
      ADDITION NOTICE

    


    __________,
      _____

    


    [Trustee]
      

    _________________________

    _________________________

    


    [S&P]

    [Moody’s]

    [Fitch]

    


    
      	
              Re:

            	
              Pooling
                and Servicing Agreement, dated as of [ ], among IndyMac ABS, Inc.,
                IndyMac
                Bank, F.S.B. and [Trustee], relating to IndyMac ABS, Inc., Home Equity
                Mortgage Loan Asset-Backed Certificates, Series INABS 20__-[
                ]

            


    

    


    


    Ladies
      and Gentlemen:

    


    Pursuant
      to Section 2.07 of the referenced Pooling and Servicing Agreement, IndyMac
      ABS,
      Inc. has designated Subsequent Mortgage Loans to be sold to the Trust Fund
      on
      __________, _____ with an aggregate principal balance of $__________ as of
      __________, _____. Capitalized terms not otherwise defined herein have the
      meaning set forth in the Pooling and Servicing Agreement.

     

    


    Please
      acknowledge your receipt of this notice by countersigning the enclosed copy
      in
      the space indicated below and returning it to the attention of the
      undersigned.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    


    
      	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              INDYMAC
                ABS, INC.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


    


    Acknowledged
      and Agreed:

    


    [TRUSTEE],
      as Trustee

    


    
      	
              By:

            	 	 
	
              Name:

            	 	 
	
              Title:

            	 	 


    

    


    


    
      	
              By:

            	 	 
	
              Name:

            	 	 
	
              Title:

            	 	 


    

    


    


     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      Q

    


    


    FORM
      OF
      SUBSEQUENT TRANSFER INSTRUMENT

    


    Pursuant
      to this Subsequent Transfer Instrument, dated _________, _____
      (the
“Instrument”),
      among
      IndyMac ABS, Inc. (the “Depositor”),
      IndyMac Bank, F.S.B. (the “Seller”)
      and
      [Trustee] (the “Trustee”),
      and
      pursuant to the Pooling and Servicing Agreement, dated as of [ 
      ] (the
“Pooling
      and Servicing Agreement”),
      among
      the Depositor as depositor, the Seller as Servicer (in such capacity, the
“Servicer”)
      and
      the Trustee as trustee and Supplemental Interest Trust Trustee of the IndyMac
      ABS, Inc., Home Equity Mortgage Loan Asset-Backed Certificates, Series INABS
      20__-[ ], the Seller and Depositor agree to the sale by the Seller and the
      purchase by the Depositor, and the Depositor and Trustee agree to the sale
      by
      the Depositor and the purchase by the Trustee, on behalf of the Trust Fund,
      of
      the Mortgage Loans listed on the attached Schedule of Subsequent Mortgage Loans
      (the “Subsequent
      Mortgage Loans”).

     

    Capitalized
      terms used but not otherwise defined herein shall have the meanings set forth
      in
      the Pooling and Servicing Agreement.

     

    Section
      1. Conveyance
      of Subsequent Mortgage Loans.

    


    (a) The
      Seller does hereby sell, transfer, assign, set over and convey to the Depositor,
      without recourse, and the Depositor does hereby sell, transfer, assign, set
      over
      and convey to the Trustee on behalf of the Trust Fund, without recourse, all
      of
      its right, title and interest in and to the Subsequent Mortgage Loans, including
      all amounts due on the Subsequent Mortgage Loans after the related Subsequent
      Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to
      be
      delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
      provided, however, that the Seller reserves and retains all right, title and
      interest in and to amounts due on the Subsequent Mortgage Loans on or prior
      to
      the related Subsequent Cut-off Date. The Seller and the Depositor,
      contemporaneously with the delivery of this Instrument, have delivered or caused
      to be delivered to the Depositor and the Trustee, respectively, each applicable
      item set forth in Section 2.01 of the Pooling and Servicing Agreement. The
      transfer to the Depositor by the Seller of the Subsequent Mortgage Loans
      identified on the attached Schedule of Subsequent Mortgage Loans shall be
      absolute and is intended by the Seller to constitute and to be treated as a
      sale
      by the Seller to the Depositor. The transfer to the Trustee by the Depositor
      of
      the Subsequent Mortgage Loans identified on the attached Schedule of Subsequent
      Mortgage Loans shall be absolute and is intended by the Depositor, the Servicer,
      the Trustee and the Certificateholders to constitute and to be treated as a
      sale
      by the Depositor to the Trust Fund.

     

    (b) Reserved.

     

    (c) Additional
      terms of the sale are set forth on Attachment A hereto.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    Section
      2. Representations
      and Warranties; Conditions Precedent.

     

    (a) Each
      of
      the Seller and the Depositor hereby confirms that each of the applicable
      conditions precedent and applicable representations and warranties set forth
      in
      Section 2.07 of the Pooling and Servicing Agreement are satisfied as of the
      date
      hereof.

     

    (b) All
      terms
      and conditions of the Pooling and Servicing Agreement are hereby ratified and
      confirmed; provided, however, that in the event of any conflict, the provisions
      of this Instrument shall control over the conflicting provisions of the Pooling
      and Servicing Agreement.

     

    Section
      3. Recordation
      of Instrument.

     

    To
      the
      extent permitted by applicable law, this Instrument, or a memorandum thereof
      if
      permitted under applicable law, is subject to recordation in all appropriate
      public offices for real property records in all of the counties or other
      comparable jurisdictions in which any or all of the properties subject to the
      Mortgages are situated, and in any other appropriate public recording office
      or
      elsewhere, such recordation to be effected by the Servicer at the
      Certificateholders' expense on direction of the related Certificateholders,
      but
      only when accompanied by an Opinion of Counsel to the effect that such
      recordation materially and beneficially affects the interests of the
      Certificateholders or is necessary for the administration or servicing of the
      Mortgage Loans.

     

    Section
      4. Governing
      Law.

     

    This
      Instrument shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws, without giving effect to principles
      of
      conflicts of law.

     

    Section
      5. Counterparts.

     

    This
      Instrument may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same instrument.

     

    Section
      6. Successors
      and Assigns.

     

    This
      Instrument shall inure to the benefit of and be binding upon the Seller, the
      Depositor, the Trustee and their respective successors and assigns.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    
      	 	 	 	 	 	 	 	
              INDYMAC
                ABS, INC.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              INDYMAC
                BANK, F.S.B.,

              as
                Seller

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              [TRUSTEE],

              as
                Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



    ATTACHMENTS

     

    


     

    A. Additional
      terms of sale.

     

    B. Schedule
      of Subsequent Mortgage Loans.

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    ATTACHMENT
      A

     

    ADDITIONAL
      TERMS OF SALE

     

    (i)  General

     

    (a)
        
      Subsequent Cut-off Date: __________, _____

     

    (b)
        
      Subsequent Transfer Date: __________, _____

     

       
      (c)   
      Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
      Subsequent Cut-off Date: $__________

     

    (d)
        Purchase
      Price: [100.00]%

     

    (ii) The
      obligation of the Trust Fund to purchase a Subsequent Mortgage Loan on any
      Subsequent Transfer Date is subject to the satisfaction of the conditions set
      forth in the immediately preceding paragraph and the accuracy of the following
      representations and warranties with respect to each such Subsequent Mortgage
      Loan determined as of the applicable Subsequent Cut-off Date: (i) such Mortgage
      Loan may not be 30 or more days delinquent as of the related Cut-off Date;
      provided, however that such Mortgage Loan may have a first payment date
      occurring on or after the Cut-off Date and, therefore, such Mortgage Loan could
      not have been delinquent as of such Cut-off Date; (ii) the remaining term to
      stated maturity of such Mortgage Loan will not be less than [170]and will not
      exceed [360] months from its first payment date; (iii) such Mortgage Loan will
      not provide for negative amortization; (iv) such Mortgage Loan will not have
      a
      Loan-to-Value Ratio greater than [100%]; (v) such Mortgage Loans will have,
      as
      of the related Cut-off Date, a weighted average age since origination not in
      excess of two months; (vi) such Mortgage Loan will not have a Mortgage Rate
      less
      than [5.0%] or greater than [14.0%]; (vii) such Mortgage Loan will have been
      serviced by the servicer since origination or purchase by the seller in
      accordance with its standard servicing practices; (viii) such Mortgage Loan
      will
      have a first payment date occurring on or before [June 1, 2006]; (ix) such
      Mortgage Loan will have a principal balance no greater than [$1,000,000]; and
      (x) such Mortgage Loan will have been underwritten in accordance with the
      criteria set forth under “The Mortgage Pool—Underwriting Standards” in the
      Prospectus Supplement.

    


    (iii) Following
      the purchase of any Subsequent Mortgage Loan by the Trust Fund to be included
      in
      Loan Group I, the Mortgage Loans in Loan Group I (including the related
      Subsequent Mortgage Loans) will as of the related Cut-off Date subject to a
      variance of plus or minus 5%: (i) have an original term to stated maturity
      of
      not more than [ ] months from the first payment date thereon; (ii) have a
      Mortgage Rate of not less than [ ]% and not more than [ ]%; (iii) have a
      weighted average Loan-to-Value Ratio of approximately [ ]%; (iv) have no
      Mortgage Loan with a principal balance in excess of $[
      ];
      (v)
      will consist of Mortgage Loans with Prepayment Charges representing no less
      than
      approximately [ ]% of the Mortgage Loans in Loan Group I; (vi) with respect
      to
      the adjustable-rate mortgage loans in loan group I, have a weighted average
      gross Margin of approximately [ ]%; and (vii) have a weighted average FICO
      Score
      of approximately 610; in each case measured by the aggregate Stated Principal
      Balance of the Mortgage Loans in Loan Group I as of the related Cut-off Date
      applicable to each Mortgage Loan. For purposes of the calculations described
      in
      this paragraph, percentages of the Mortgage Loans in Loan Group I will be based
      on the principal balance of the Closing Date Mortgage Loans and Subsequent
      Mortgage Loans in Loan Group I as of their respective Cut-off
      Dates.

    


    (iv) Following
      the purchase of any Subsequent Mortgage Loan by the Trust Fund to be included
      in
      Loan Group II, the Mortgage Loans in Loan Group II (including the related
      Subsequent Mortgage Loans) will as of the related Subsequent Cut-off Date:
      (i)
      have an original term to stated maturity of not more than [360] months from
      the
      first payment date thereon; (ii) have a Mortgage Rate of not less than [ ]%
      and
      not more than [ ]%; (iii) have a weighted average Loan-to-Value Ratio of
      approximately [ ]%; (iv) have no Mortgage Loan with a principal balance in
      excess of $[ ]; (v) will consist of Mortgage Loans with Prepayment Charges
      representing no less than approximately [ ]% of the Mortgage Loans in Loan
      Group
      II; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group II,
      have a weighted average gross Margin of approximately [ ]%; and (vii) have
      a
      weighted average FICO Score of approximately [ ]; in each case measured by
      aggregate principal balance of the Mortgage Loans in Loan Group II as of the
      Cut-off Date or Subsequent Cut-off Date applicable to each Mortgage Loan. For
      purposes of the calculations described in this paragraph, percentages of the
      Mortgage Loans in Loan Group II will be based on the principal balance of the
      Closing Date Mortgage Loans in Loan Group II as of the Cut-off Date and the
      principal balance of the Subsequent Mortgage Loans in Loan Group II as of the
      related Subsequent Cut-off Date.

     

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    



     

    ATTACHMENT
      B

     

     

    SCHEDULE
      OF SUBSEQUENT MORTGAGE LOANS

     

     

    Available
      Upon Request

     

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      R

    


    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    Key:

    X
      -
      obligation

    


    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              X

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained. 

            	 	 	
              NA

            
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            	 	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            	 	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	 	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            	
              X

            	 


    

    


    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the
                Servicer.

            	
              X

            	
              X

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                    made to an investor are posted within two business days to the
                Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            	
              X

            	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
              X

            	
              X

            	 
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	
              X

            	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	
              X

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	
              X

            	 	 
	 	 	 	 	 
	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(4)(x)

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

            	
              X

            	 	 
	
              1122(d)(4)(xi)

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

            	
              X

            	 	 
	
              1122(d)(4)(xii)

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

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

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

            	
              X

            	 	 
	
              1122(d)(4)(xiv)

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

            	
              X

            	 	 
	
              1122(d)(4)(xv)

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

            	
              X (with
                respect to a swap disclosure event)

            	
              X

            	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    



    EXHIBIT
      S

    


    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 3.24(e). If the Trustee is indicated below as to any item, then
      the
      Trustee is primarily responsible for obtaining that information. 

    


    Under
      Item 1 of Form 10-D: a) items marked “4.03 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.03,
      provided by the Trustee based on information received from the Servicer; and
      b)
      items marked “Form 10-D report” are required to be in the Form 10-D report but
      not the 4.03 statement, provided by the party indicated. Information under
      all
      other Items of Form 10-D is to be included in the Form 10-D report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the distribution date for the asset-backed
                securities.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) - Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.03
                statement

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

            	
              4.03
                statement

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

            	
              4.03
                statement

            
	
              (i)
                Fees or expenses accrued and paid, with an identification of the
                general
                purpose of such fees and the party receiving such fees or
                expenses.

            	
              4.03
                statement

            
	
              (ii)
                Payments accrued or paid with respect to enhancement or other support
                identified in Item 1114 of Regulation AB (such as insurance premiums
                or
                other enhancement maintenance fees), with an identification of the
                general
                purpose of such payments and the party receiving such
                payments.

            	
              4.03
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                asset-backed securities by type and by class or series and any principal
                or interest shortfalls or carryovers.

            	
              4.03
                statement

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

            	
              4.03
                statement

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

            	
              4.03
                statement

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

            	
              4.03
                statement

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

            	
              4.03
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              4.03
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              4.03
                statement

               

              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            
	
              (9)
                Delinquency and loss information for the period. 

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              4.03
                statement.

               

               

              Form
                10-D report: Servicer

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              4.03
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              Form
                10-D report: Servicer

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Trustee (based on actual knowledge to the extent not
                notified
                by the Servicer or the Depositor)and Depositor (to the extent of
                actual
                knowledge)

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              4.03
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool, 

               

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a pre-funding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any pre-funding or revolving accounts, if
                applicable.

               

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

            	
              Form
                10-D report: Depositor

               

               

              Form
                10-D report: Servicer

               

               

               

               

               

               

               

               

               

              Form
                10-D report: Servicer

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

               

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

            	
              N/A

            
	
              2

            	
              Legal
                Proceedings

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

               

              Sponsor
                (Seller)

               

              Depositor

               

              Trustee

               

              Issuing
                entity

               

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

               

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

               

              Custodian

            	
               

               

               

               

               

               

              Seller

               

              Depositor

               

              Trustee

               

              Depositor

               

              Servicer

               

               

               

              Seller

               

               

              Trustee

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

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

               

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

            	
               

               

               

              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

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

               

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

            	
               

               

               

              Trustee
                

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

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

            	
              Party
                submitting the matter to Holders for vote 

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              N/A

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

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

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

               

              Determining
                applicable disclosure threshold

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

               

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information*

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

               

               

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

            	 
	
              8

            	
              Other
                Information

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

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

            
	
              9

            	
              Exhibits

            	 
	
              Distribution
                report

            	
              Trustee

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

            	
              Depositor

            
	
              8-K

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

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

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

               

              Examples:
                servicing agreement, custodial agreement.

               

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

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

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

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

               

              Examples:
                servicing agreement, custodial agreement.

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

            
	
              1.03

            	
              Bankruptcy
                or Receivership

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

               

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

            	
              Depositor

            
	
              2.04

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

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

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 4.03 statement

            	
              Servicer/Trustee
                (to the extent of actual knowledge)

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

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

            	
              Trustee

            
	
              5.03

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

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

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 
	
              [Not
                included in reports to be filed under Section 3.18]

            	
              Depositor

            
	
              6.02

            	
              Change
                of Servicer or Trustee

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

            	
              Trustee
                or Servicer

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

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

            	
              Depositor
                or Trustee

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trustee
                

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

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

            	
              Depositor

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

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

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

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

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

            
	
              9B

            	
              Other
                Information

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

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

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) - Significant
                Obligor Financial Information

            	
              Servicer

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

               

              Determining
                applicable disclosure threshold

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              Depositor

               

            
	
              Item
                1115(b) - Derivative Counterparty Financial Information

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

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

               

              Sponsor
                (Seller)

               

              Depositor

               

              Trustee

               

              Issuing
                entity

               

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

               

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

            	
               

               

               

               

               

               

              Seller

               

              Depositor

               

              Trustee

               

              Depositor

               

              Servicer

               

               

               

              Servicer

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

               

              Sponsor
                (Seller)

               

              Depositor

               

              Trustee

               

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

               

              Originator

               

              Credit
                Enhancer/Support Provider

               

              Significant
                Obligor

            	
               

               

               

               

               

              Seller

               

              Depositor

               

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

               

              Servicer

               

               

               

              Depositor

               

              Depositor

               

              Servicer

            
	
              Item
                1122 - Assessment of Compliance with Servicing
                Criteria

            	
              Each
                Party participating in the servicing function

            
	
              Item
                1123 - Servicer Compliance Statement

            	
              Servicer
                and Trustee