efc7-1889_emailex41.htm


     

    
      

      

    

    
 

    
      


    

     

    IndyMac
      MBS, Inc.

    Depositor

     

    IndyMac
      Bank, F.S.B.

    Seller
      and Servicer

     

    Deutsche
      Bank National Trust Company

    Trustee,
      Swap Trustee and Supplemental Interest Trustee

     

    ________________________________________

     

    Pooling
      and Servicing Agreement

    Dated
      as
      of June 1, 2007

    ________________________________________

     

    IndyMac
      INDX Mortgage Loan Trust

    2007-FLX5

     

    Mortgage
      Pass-Through Certificates

    Series
      2007-FLX5

     

    
      


       

      
        

        

      

      


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      TABLE
        OF CONTENTS

       

      
        	 	
                Page

              
	
                ARTICLE
                  ONE DEFINITIONS

              	
                10

              
	 	 	 
	
                Section
                  1.01.

              	
                Definitions.

              	
                10

              
	
                Section
                  1.02.

              	
                Rules
                  of Construction.

              	
                52

              
	 	 	 
	
                ARTICLE
                  TWO CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                  WARRANTIES

              	
                54

              
	 	 	 
	
                Section
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              	
                54

              
	
                Section
                  2.02.

              	
                Acceptance
                  by the Trustee of the Mortgage Loans.

              	
                58

              
	
                Section
                  2.03.

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

              	
                59

              
	
                Section
                  2.04.

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

              	
                62

              
	
                Section
                  2.05.

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions.

              	
                62

              
	
                Section
                  2.06.

              	
                Execution
                  and Delivery of Certificates.

              	
                63

              
	
                Section
                  2.07.

              	
                REMIC
                  Matters.

              	
                63

              
	 	 	 
	
                ARTICLE
                  THREE ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

              	
                64

              
	 	 	 
	
                Section
                  3.01.

              	
                Servicer
                  to Service Mortgage Loans.

              	
                64

              
	
                Section
                  3.02.

              	
                [Reserved].

              	
                65

              
	
                Section
                  3.03.

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

              	
                65

              
	
                Section
                  3.04.

              	
                [Reserved].

              	
                65

              
	
                Section
                  3.05.

              	
                Trustee
                  to Act as Servicer.

              	
                65

              
	
                Section
                  3.06.

              	
                Collection
                  of Mortgage Loan Payments; Certificate Account; Distribution Account;
                  Swap
                  Account; Credit Support Collateral Account; Supplemental Interest
                  Reserve
                  Fund.

              	
                66

              
	
                Section
                  3.07.

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

              	
                70

              
	
                Section
                  3.08.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                71

              
	
                Section
                  3.09.

              	
                Permitted
                  Withdrawals from the Certificate Account, the Distribution Account,
                  the
                  Swap Account and the Supplemental Interest Reserve Fund.

              	
                71

              
	
                Section
                  3.10.

              	
                Maintenance
                  of Hazard Insurance; Maintenance of Primary Insurance
                  Policies.

              	
                73

              
	
                Section
                  3.11.

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

              	
                75

              
	
                Section
                  3.12.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	
                77

              
	
                Section
                  3.13.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	
                80

              
	
                Section
                  3.14.

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

              	
                80

              
	
                Section
                  3.15.

              	
                Servicing
                  Compensation.

              	
                82

              
	
                Section
                  3.16.

              	
                Access
                  to Certain Documentation.

              	
                82

              
	
                Section
                  3.17.

              	
                Annual
                  Statement as to Compliance.

              	
                82

              
	
                Section
                  3.18.

              	
                Errors
                  and Omissions Insurance; Fidelity Bonds.

              	
                83

              
	
                Section
                  3.19.

              	
                The
                  Corridor Contract and the Swap Contract.

              	
                83

              
	
                Section
                  3.20.

              	
                Notification
                  of Adjustments.

              	
                86

              
	
                Section
                  3.21.

              	
                Prepayment
                  Charges.

              	
                86

              
	
                Section
                  3.22.

              	
                Late
                  Payment Fees.

              	
                87

              


      

      



      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      (Continued)

       

      
        	 	
                Page

              
	
                ARTICLE
                  FOUR DISTRIBUTIONS AND ADVANCES BY THE SERVICER

              	
                88

              
	 	 	 
	
                Section
                  4.01.

              	
                Advances.

              	
                88

              
	
                Section
                  4.02.

              	
                Priorities
                  of Distribution.

              	
                90

              
	
                Section
                  4.03.

              	
                [Reserved].

              	
                98

              
	
                Section
                  4.04.

              	
                Allocation
                  of Net Deferred Interest

              	
                98

              
	
                Section
                  4.05.

              	
                Monthly
                  Statements to Certificateholders.

              	
                98

              
	
                Section
                  4.06.

              	
                Carryover
                  Reserve Fund.

              	
                101

              
	
                Section
                  4.07.

              	
                Determination
                  of Pass-Through Rates for LIBOR Certificates.

              	
                101

              
	
                Section
                  4.08.

              	
                Supplemental
                  Interest Trust and Swap Trust.

              	
                103

              
	 	 	 
	
                ARTICLE
                  FIVE THE CERTIFICATES

              	
                104

              
	 	 	 
	
                Section
                  5.01.

              	
                The
                  Certificates.

              	
                104

              
	
                Section
                  5.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                104

              
	
                Section
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                112

              
	
                Section
                  5.04.

              	
                Persons
                  Deemed Owners.

              	
                112

              
	
                Section
                  5.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                112

              
	
                Section
                  5.06.

              	
                Maintenance
                  of Office or Agency.

              	
                112

              
	 	 	 
	
                ARTICLE
                  SIX THE DEPOSITOR AND THE SERVICER

              	
                113

              
	 	 	 
	
                Section
                  6.01.

              	
                Respective
                  Liabilities of the Depositor and the Servicer.

              	
                113

              
	
                Section
                  6.02.

              	
                Merger
                  or Consolidation of the Depositor or the Servicer.

              	
                113

              
	
                Section
                  6.03.

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

              	
                113

              
	
                Section
                  6.04.

              	
                Limitation
                  on Resignation of the Servicer.

              	
                115

              
	 	 	 
	
                ARTICLE
                  SEVEN DEFAULT

              	
                116

              
	 	 	 
	
                Section
                  7.01.

              	
                Events
                  of Default.

              	
                116

              
	
                Section
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              	
                118

              
	
                Section
                  7.03.

              	
                Notification
                  to Certificateholders.

              	
                120

              
	 	 	 
	
                ARTICLE
                  EIGHT CONCERNING THE TRUSTEE

              	
                121

              
	 	 	 
	
                Section
                  8.01.

              	
                Duties
                  of the Trustee.

              	
                121

              
	
                Section
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              	
                122

              
	
                Section
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              	
                123

              
	
                Section
                  8.04.

              	
                Trustee
                  May Own Certificates.

              	
                123

              
	
                Section
                  8.05.

              	
                Trustee’s
                  Fees and Expenses.

              	
                124

              
	
                Section
                  8.06.

              	
                Eligibility
                  Requirements for the Trustee.

              	
                124

              
	
                Section
                  8.07.

              	
                Resignation
                  and Removal of the Trustee.

              	
                125

              
	
                Section
                  8.08.

              	
                Successor
                  Trustee.

              	
                126

              
	
                Section
                  8.09.

              	
                Merger
                  or Consolidation of the Trustee.

              	
                126

              
	
                Section
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                126

              
	
                Section
                  8.11.

              	
                Tax
                  Matters.

              	
                128

              


      

      



      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      


      TABLE
        OF CONTENTS

      (Continued)

       

      
        	 	
                Page

              
	
                ARTICLE
                  NINE TERMINATION

              	
                132

              
	 	 	 
	
                Section
                  9.01.

              	
                Termination
                  upon Liquidation or Purchase of the Mortgage Loans.

              	
                132

              
	
                Section
                  9.02.

              	
                Final
                  Distribution on the Certificates.

              	
                134

              
	
                Section
                  9.03.

              	
                Additional
                  Termination Requirements.

              	
                136

              
	
                Section
                  9.04.

              	
                Termination
                  of the Supplemental Interest Trust; and the Swap Trust.

              	
                136

              
	 	 	 
	
                ARTICLE
                  TEN MISCELLANEOUS PROVISIONS

              	
                137

              
	 	 	 
	
                Section
                  10.01.

              	
                Amendment.

              	
                137

              
	
                Section
                  10.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                139

              
	
                Section
                  10.03.

              	
                Governing
                  Law.

              	
                139

              
	
                Section
                  10.04.

              	
                Intention
                  of Parties.

              	
                139

              
	
                Section
                  10.05.

              	
                Notices.

              	
                139

              
	
                Section
                  10.06.

              	
                Severability
                  of Provisions.

              	
                140

              
	
                Section
                  10.07.

              	
                Assignment

              	
                140

              
	
                Section
                  10.08.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                141

              
	
                Section
                  10.09.

              	
                Inspection
                  and Audit Rights.

              	
                141

              
	
                Section
                  10.10.

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                142

              
	
                Section
                  10.11.

              	
                Official
                  Record.

              	
                142

              
	
                Section
                  10.12.

              	
                Protection
                  of Assets.

              	
                142

              
	
                Section
                  10.13.

              	
                Qualifying
                  Special Purpose Entity.

              	
                142

              
	 	 	 
	
                ARTICLE
                  ELEVEN EXCHANGE ACT REPORTING

              	
                143

              
	 	 	 
	
                Section
                  11.01.

              	
                Filing
                  Obligations.

              	
                143

              
	
                Section
                  11.02.

              	
                Form
                  10-D Filings.

              	
                143

              
	
                Section
                  11.03.

              	
                Form
                  8-K Filings.

              	
                144

              
	
                Section
                  11.04.

              	
                Form
                  10-K Filings.

              	
                144

              
	
                Section
                  11.05.

              	
                Sarbanes-Oxley
                  Certification.

              	
                149

              
	
                Section
                  11.06.

              	
                Form
                  15 Filing.

              	
                149

              
	
                Section
                  11.07.

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                149

              
	
                Section
                  11.08.

              	
                Use
                  of Subcontractors.

              	
                150

              
	
                Section
                  11.09.

              	
                Amendments.

              	
                151

              


      


      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      



    TABLE
      OF CONTENTS

    (Continued)

     

    
      	
              SCHEDULES

            	 
	
              Schedule
                I:

            	
              Mortgage
                Loan Schedule

            	
              S-I-1

            
	
              Schedule
                II:

            	
              Representations
                and Warranties of the Seller/Servicer

            	
              S-II-1

            
	
              Schedule
                III:

            	
              Representations
                and Warranties as to the Mortgage Loans

            	
              S-III-1

            
	
              Schedule
                IV:

            	
              Form
                of Monthly Report

            	
              S-IV-1

            
	 	 	 


    

    


    
      	
              EXHIBITS

            	 
	
              Exhibit
                A:

            	
              Form
                of Senior Certificate (other than a Notional Amount
                Certificate)

            	
              A-1

            
	
              Exhibit
                B:

            	
              Form
                of Subordinated Certificate

            	
              B-1

            
	
              Exhibit
                C:

            	
              Form
                of Class A-R Certificate

            	
              C-1

            
	
              Exhibit
                D-1:

            	
              Form
                of Notional Amount Certificate

            	
              D-1

            
	
              Exhibit
                D-2:

            	
              Form
                of Class C Certificate

            	
              D-2

            
	
              Exhibit
                E:

            	
              Form
                of Reverse of Certificates

            	
              E-1

            
	
              Exhibit
                F-1:

            	
              Form
                of Class P Certificate

            	
              F-1

            
	
              Exhibit
                F-2:

            	
              Form
                of Class L Certificate

            	
              F-2

            
	
              Exhibit
                G-1:

            	
              Form
                of Initial Certification of Trustee

            	
              G-1-1

            
	
              Exhibit
                G-2:

            	
              [Reserved]

            	
              G-2-1

            
	
              Exhibit
                G-3:

            	
              Form
                of Delay Delivery Certification

            	
              G-3-1

            
	
              Exhibit
                G-4:

            	
              [Reserved]

            	
              G-4-1

            
	
              Exhibit
                H-1:

            	
              Form
                of Final Certification of Trustee

            	
              H-1-1

            
	
              Exhibit
                H-2:

            	
              [Reserved]

            	
              H-2-1

            
	
              Exhibit
                I:

            	
              Form
                of Transfer Affidavit

            	
              I-1

            
	
              Exhibit
                J:

            	
              Form
                of Transferor Certificate

            	
              J-1

            
	
              Exhibit
                K:

            	
              Form
                of Investment Letter (Non-Rule 144A)

            	
              K-1

            
	
              Exhibit
                L:

            	
              Form
                of Rule 144A Letter

            	
              L-1

            
	
              Exhibit
                M:

            	
              Form
                of Request for Release (for Trustee)

            	
              M-1

            
	
              Exhibit
                N:

            	
              Request
                for Release of Documents

            	
              N-1

            
	
              Exhibit
                O-1:

            	
              Form
                of Certification to Be Provided By The Depositor With Form
                10-K

            	
              O-1

            
	
              Exhibit
                O-2

            	
              Trustee’s
                Officer’s Certificate

            	 
	
              Exhibit
                P-1:

            	
              Form
                of Corridor Contract

            	
              P-1-1

            
	
              Exhibit
                P-2:

            	
              Form
                of Swap Contract

            	
              P-2-1

            
	
              Exhibit
                Q

            	
              Form
                10-D, Form 8-K and Form 10-K Reporting Responsibility

            	
              Q-1

            
	
              Exhibit
                R-1

            	
              Form
                of Performance Certification (Trustee)

            	
              R-1

            
	
              Exhibit
                S

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

            	
              S-1

            
	
              Exhibit
                T

            	
              Form
                of List of Item 1119 Parties

            	
              T-1

            
	
              Exhibit
                U

            	
              Form
                of Sarbanes-Oxley Certification

            	
              U-1

            


    


    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    


    This
      Pooling And Servicing Agreement, dated as of June 1, 2007, among IndyMac MBS,
      Inc., a Delaware corporation, as depositor (the
“Depositor”), IndyMac Bank, F.S.B.
      (“IndyMac”), a federal savings bank, as seller (in
      that capacity, the “Seller”) and as servicer (in that
      capacity, the “Servicer”), and Deutsche Bank National
      Trust Company, a national banking association, as trustee (in that capacity,
      the
“Trustee”), as swap trustee (in that capacity, the
“SwapTrustee”)
      and as
      supplemental interest trustee (in that capacity, the “Supplemental
      Interest Trustee”).

     

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

     

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

     

    PRELIMINARY
      STATEMENT

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates.  As provided in this Agreement, the
      Trustee shall elect that the Trust Fund (exclusive of the Swap Contract, the
      Swap Account, the Corridor Contract, the Supplemental Interest Reserve Fund,
      the
      Carryover Reserve Fund and any amounts in respect of waived Prepayment Charges
      paid by the Servicer to the Class P Certificates pursuant to Section 3.21(b)
      and
      any amounts in respect of waived Late Payment Fees paid by the Servicer to
      the
      Class L Certificates pursuant to Section 3.22(b)) be treated for federal income
      tax purposes as comprising three real estate mortgage investment conduits (each,
      a “REMIC” or, in the alternative, “REMIC
      1, “REMIC 2” and the “Master
      REMIC”).  Each Certificate, other than the Class A-R and
      Class L Certificates, will represent ownership of one or more regular interests
      in the Master REMIC for purposes of the REMIC Provisions.  The Class
      A-R Certificates represent ownership of the classes of residual interests in
      each REMIC described in this Agreement.  The Master REMIC will hold as
      assets the several classes of uncertificated REMIC 2 Interests (other than
      the
      Class R-2 Interest).  REMIC 2 will hold as assets the several classes
      of uncertificated REMIC 1 Interests (other than the Class R-1
      Interest).  REMIC 1 will hold as assets all property of the Trust Fund
      other than the Swap Contract, the Swap Account the Corridor Contract, the
      Supplemental Interest Reserve Fund and the Carryover Reserve
      Fund.  Each REMIC 2 Interest (other than the Class R-2 Interest) is
      hereby designated as a regular interest in REMIC 2.  Each REMIC 1
      Interest (other than the Class R-1 Interest) is hereby designated as a regular
      interest in REMIC 1.  The latest possible maturity date of all REMIC
      regular interests created in this Agreement shall be the Latest Possible
      Maturity Date.  All amounts in respect of waived Prepayment Charges
      paid by the Servicer to the Class P Certificates pursuant to Section 3.21(b)
      will be treated as paid directly by the Servicer to the Class P Certificates
      and
      not as paid by or through any REMIC created under this Agreement.  All
      amounts in respect of waived Late Payment Fees paid by the Servicer to the
      Class
      L Certificates will be treated as paid directly by the Servicer to the Class
      L
      Certificates pursuant to Section 3.22(b) and not as paid by or through any
      REMIC
      created under this Agreement or by or through the Grantor Trust described in
      this Agreement.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      1

     

    The
      REMIC
      1 Interests will have the Initial Principal Balances and Pass-Through Rates
      as
      set forth in the following table:

     

    
      
        	
                REMIC
                  1

                Interests

              	
                Initial
                  Principal

                Balance(1)

              	
                Pass-Through

                Rate

              
	
                Class
                  1-A

              	
                (1)

              	
                (2)

              
	
                Class
                  1-B

              	
                (1)

              	
                (3)

              
	
                Class
                  1-Support

              	
                (1),
                  (4)

              	
                (4)

              
	
                Class
                  1-$100

              	
                $100(5)

              	
                (5)

              
	
                Class
                  R-1

              	
                (6)

              	
                (6)

              


      

    

     

    __________________

    
      	
              (1)

            	
              There
                will be one “A” REMIC 1 Interest and one “B” REMIC 1 Interest for each
                Distribution Date upon which the notional balance of the LIBOR Swap
                Agreement is exceeded by the notional principal balance of the LIBOR
                Swap
                Agreement for the immediately preceding Distribution Date, each of
                which
                will have a numeric designation equal to the ordinal number of such
                immediately preceding Distribution Date (e.g. 1-1A, 1-2A, 1-3A, ... 1-1B,
                1-2B, 1-3B, ...).  Each “A” REMIC 2 Interest and one “B” REMIC 2
                Interest will have an initial principal balance equal to the product
                of:
                (i) 50% and (ii) the excess of (a) the Swap Contract Notional Balance
                for
                the Distribution Date whose ordinal number (e.g., first, second,
                third)
                equals the cardinal number (e.g. -1, -2, -3) of the designated Class,
                over
                (b) the Swap Contract Notional Balance for the subsequent Distribution
                Date.  Scheduled principal, prepayments and Realized Losses will
                be allocated first, to the Class 1-Support Interest and second, among
                the
                other Classes designated “1-”, first, sequentially to the Class having the
                lowest cardinal number following such designation, in each case until
                reduced to zero, and second, among each Class having the same cardinal
                number pro rata between each such
                Class.

            


    

     

    
      	
              (2)

            	
              Prior
                to the Distribution Date in March 2013, a rate equal to the product
                of:
                (i) 2 and (ii) the excess of (a) the Weighted Average Adjusted Net
                Mortgage Rate of the Mortgage Loans over (b) the Fixed Rate (as defined
                in
                the Swap Contract).  On and after the Distribution Date in March
                2013, a rate equal to the Weighted Average Adjusted Net Mortgage
                Rate of
                the Mortgage Loans.

            


    

     

    
      	
              (3)

            	
              Prior
                to the Distribution Date in March 2013, a rate equal to the lesser
                of (i)
                twice the Fixed Rate (as defined in the Swap Contract) and (ii) twice
                the
                Weighted Average Adjusted Net Mortgage Rate of the Mortgage
                Loans.  On and after the Distribution Date in March 2013, a rate
                equal to the Weighted Average Adjusted Net Mortgage Rate of the Mortgage
                Loans.

            


    

     

    
      	
              (4)

            	
              On
                each Distribution Date, following the allocation of Principal Remittance
                Amounts and Realized Losses, the principal balance in respect of
                the Class
                1-Support Interest will equal the excess, if any, of the principal
                balance
                of the Mortgage Loans over the principal balance in respect of the
                remaining REMIC 1 Interests.  On each Distribution Date, a rate
                equal to the Weighted Average Adjusted Net Mortgage Rate of the Mortgage
                Loans.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              (5)

            	
              On
                each Distribution Date, following the allocation of Principal Remittance
                Amounts and Realized Losses, the principal balance in respect of
                the Class
                1-$100 will equal the Class Certificate Balance in respect of the
                Class
                A-R Certificates and will not bear
                interest.

            


    

     

    
      	
              (6)

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

            


    

     

    REMIC
      2

     

    The
      REMIC
      2 Interests will have the initial Principal Balances and Pass-Through Rates
      as
      set forth in the following table:

     

    
      	
              REMIC
                2 Interests

            	
              Principal

              Balances

            	
              Pass-Through
                Rate

            	
              Corresponding
                Certificates Classes

            
	
              Class
                2-1-A-1

            	
              (1)

            	
              (2)

            	
              Class
                1-A-1

            
	
              Class
                2-1-A-2

            	
              (1)

            	
              (2)

            	
              Class
                1-A-2

            
	
              Class
                2-2-A-1

            	
              (1)

            	
              (2)

            	
              Class
                2-A-1

            
	
              Class
                2-2-A-2

            	
              (1)

            	
              (2)

            	
              Class
                2-A-2

            
	
              Class
                2-2-A-3

            	
              (1)

            	
              (2)

            	
              Class
                2-A-3

            
	
              Class
                2-M-1

            	
              (1)

            	
              (2)

            	
              Class
                M-1

            
	
              Class
                2-M-2

            	
              (1)

            	
              (2)

            	
              Class
                M-2

            
	
              Class
                2-M-3

            	
              (1)

            	
              (2)

            	
              Class
                M-3

            
	
              Class
                2-M-4

            	
              (1)

            	
              (2)

            	
              Class
                M-4

            
	
              Class
                2-M-5

            	
              (1)

            	
              (2)

            	
              Class
                M-5

            
	
              Class
                2-M-6

            	
              (1)

            	
              (2)

            	
              Class
                M-6

            
	
              Class
                2-M-7

            	
              (1)

            	
              (2)

            	
              Class
                M-7

            
	
              Class
                2-M-8

            	
              (1)

            	
              (2)

            	
              Class
                M-8

            
	
              Class
                2-M-9

            	
              (1)

            	
              (2)

            	
              Class
                M-9

            
	
              Class 2-Accrual

            	
              (1)

            	
              (2)

            	
              N/A

            
	
              Class
                2-Swap IO

            	
              (1)

            	
              (3)

            	
              N/A

            
	
              Class 2-$100

            	
              $100(4)

            	
              (4)

            	
              N/A

            
	
              Class R-2

            	
              (5)

            	
              (5)

            	
              N/A

            


    

    
       

    

    
      	
              (1)

            	
              On
                each Distribution Date, Principal Remittance Amounts and Realized
                Losses
                will be allocated to the REMIC 2 Interests in such a manner that,
                following such allocations:  (i) the principal balances of the
                REMIC 2 Interests (other than the Class 2-Accrual, Class 2-Swap IO,
                Class
                2-$100 and Class R-2 Interests) will equal 50% of the Certificate
                Balance
                of their Corresponding Certificates for such Distribution Date, (ii)
                the
                Class 2-Accrual Interest will have a principal balance equal to 50%
                of the
                aggregate Stated Principal Balance of the Mortgage Loans plus 50%
                of the
                Overcollateralized Amount.  For purposes of clauses (i) and (ii)
                in the immediately preceding sentence, the principal balances of
                the
                Corresponding Certificates will be adjusted as if any excess of LIBOR
                plus
                the related Pass-Through Margin subject to a cap equal to the REMIC
                Cap
                over the Available Funds Rate for such Class of Certificates and
                any
                Distribution Date, attributable to the allocation of Net Deferred
                Interest
                to such Class, were treated as Deferred Interest that is added to
                the
                Certificate Balances of such
                Certificates.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)

            	
              The
                Pass-Through Rate will equal the weighted average of the Pass-Through
                Rates of the REMIC 1 Interests treating each “B” interest as capped at a
                rate equal to the product of (i) 2 and (ii) LIBOR on each Distribution
                Date whose cardinal number preceding such designation (e.g., -1,
                -2, -3)
                is not exceeded by the ordinal number of the Distribution Date following
                the Closing Date (e.g., first, second, third) for such Distribution
                Date
                (the “REMIC Cap”).

            


    

     

    
      	
              (3)

            	
              For
                each Distribution Date, the REMIC 2-Swap IO shall be entitled to
                receive
                from each “B” interest whose cardinal number preceding such designation
                (e.g., -1, -2, -3) is not exceeded by the ordinal number of the
                Distribution Date following the Closing Date (e.g., first, second,
                third)
                for such Distribution Date the interest accruing on such Interest
                in
                excess of an amount of interest accruing on such Interest’s balance at a
                rate equal to the product of: (i) 2 and (ii) the excess of (x) the
                lesser
                of (1) the Fixed Rate (as defined in the Swap Contract) and (2) the
                Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans,
                over
                (y) LIBOR.

            


    

     

    
      	
              (4)

            	
              On
                each Distribution Date, following the allocation of Principal Amounts
                and
                Realized Losses, the principal balance in respect of the Class 2-$100
                will
                have the principal balance in respect of the Class A-R Certificates
                and
                will not bear interest.

            


    

     

    
      	
              (5)

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

            


    

    


    The
      Master REMIC

     

    The
      following table sets forth the Class Designation, initial Class Certificate
      Balance, Pass-Through Rate, Minimum Denominations and Integral Multiples in
      excess thereof in respect of the Certificates, each of which (other than the
      Class A-R and the Class L Certificates) is hereby designated a regular interest
      in the Master REMIC, in which such Classes shall be issuable (except that one
      Certificate of each Class of Certificates may be issued in a different
      amount):

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
 

    
      
        	
                Class

                Designation

              	
                Initial
                  Class

                Certificate

                Balance

              	
                Pass-Through

                Rate

              	
                Initial
                  Pass-Through

                Rate

              	
                Minimum

                Denomination

              	
                Integral
                  Multiples in

                Excess
                  of Minimum

              
	
                Class
                  1-A-1

              	
                $96,711,000

              	
                Floating
                  (1)

              	
                 5.5100%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  1-A-2

              	
                $24,177,000

              	
                Floating
                  (1)

              	
                 5.5600%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  2-A-1

              	
                $247,045,000

              	
                Floating
                  (1)

              	
                 5.5000%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  2-A-2

              	
                $102,934,000

              	
                Floating
                  (1)

              	
                 5.5600%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  2-A-3

              	
                $61,760,000

              	
                Floating
                  (1)

              	
                 5.6100%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  A-R

              	
                $100

              	
                N/A

              	
                N/A

              	
                $100

              	
                N/A

              
	
                Class
                  M-1

              	
                $10,194,000

              	
                Floating
                  (1)

              	
                 5.8200%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-2

              	
                $3,114,000

              	
                Floating
                  (1)

              	
                 5.8700%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-3

              	
                $2,832,000

              	
                Floating
                  (1)

              	
                 6.070%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-4

              	
                $2,832,000

              	
                Floating
                  (1)

              	
                 6.3200%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-5

              	
                $2,265,000

              	
                Floating
                  (1)

              	
                 6.3200%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-6

              	
                $1,982,000

              	
                Floating
                  (1)

              	
                 6.3200%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-7

              	
                $1,982,000

              	
                Floating
                  (1)

              	
                 6.3200%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-8

              	
                $1,982,000

              	
                Floating
                  (1)

              	
                 6.3200%

              	
                $25,000

              	
                $1,000

              
	
                Class
                  M-9

              	
                $1,982,000

              	
                Floating
                  (1)

              	
                 6.3200%

              	
                $25,000

              	
                $1,000

              
	
                Class C

              	
                N/A

              	
                (2)

              	
                N/A

              	
                N/A

              	
                N/A

              
	
                Class P

              	
                N/A

              	
                (3)

              	
                N/A

              	
                N/A

              	
                N/A

              
	
                Class
                  L

              	
                N/A

              	
                N/A(4)

              	
                (4)

              	
                (4)

              	
                (4)

              


      

    

    


    
      
        (1)           The
          Pass-Through Rate for this Class of Certificates for any Interest Accrual
          Period
          for any Distribution Date will be a per annum rate equal to the lesser
          of (i)
          LIBOR for that Distribution Date plus the Pass-Through Margin for that
          Class and
          that Interest Accrual Period and  (ii) the related Available Funds
          Rate for that Distribution Date.  Solely for federal income tax
          purposes: (i) the pass through rate in respect of each Class of Certificates
          for
          each Distribution Date will be the Pass-Through Rate for such Class substituting
          the “REMIC Cap” in place of the “Available Funds Rate” (the “REMIC Pass-Through
          Rate”), (ii) the Certificate Balances of each Class of Certificates will be
          adjusted as if any excess of REMIC Pass-Through Rate over the related Available
          Funds Rate for such Class of Certificates and any Distribution Date,
          attributable to the allocation of Net Deferred Interest to such Class,
          were
          treated as Deferred Interest that is added to the Certificate Balances
          of such
          Certificates, (iii) all monies received by the Senior and Subordinated
          Certificates in excess of the REMIC Cap will be treated as a paid pursuant
          to a
          limited recourse interest rate cap contract as provided in Section 8.11,
          (iv)
          any interest accrued pursuant to the REMIC Pass-Through Rate in respect
          of such
          LIBOR Certificate that is not reimbursable through Net Rate Carryover will
          be
          treated as received by the related regular interest component and paid
          to the
          Class C Certificates pursuant to a separate limited recourse interest rate
          cap
          contract as provided in Section 8.11, and (v) any Net Rate Carryover paid
          to a
          Class of LIBOR Certificates on any Distribution Dates on which one or more
          Classes of LIBOR Certificates have not received interest accruals up to
          their
          REMIC Pass-Through Rate will be treated as paid pursuant to a limited recourse
          interest rate cap agreement entered into with such Class or Classes that
          have
          not received interest accruals up to their REMIC Pass-Through Rate as provided
          in Section 8.11.

         

      

       

    

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    (2)           For
      federal income tax purposes, the Class C Interests will represent three classes
      of regular interests issued by the Master REMIC, (i) a class that does not
      accrue interest and has a principal balance equal to the Overcollateralized
      Amount as of the Closing Date, (ii) a class that is entitled to receive all
      interest accruals in respect of the Class 2-Swap IO Interest, and (iii) a class
      that has a notional balance equal to the sum of the principal balances of the
      REMIC 2 Regular Interests (excluding the Class R-2, Class 2-$100 and Class
      2-Swap IO Interests), on the immediately preceding Distribution Date, and has
      a
      Pass-Through Rate equal to the excess of: (a) the REMIC Cap over (b) the product
      of 2 and the weighted average of the Pass-Through Rates in respect of such
      Classes of REMIC 2 Interests, subjecting the Class 2-Accrual Interest to a
      cap
      equal to zero, and the other such Classes of Certificates to a cap equal to
      the
      REMIC Pass-Through Rate in respect of their Corresponding
      Certificates.

     

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

     

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

     

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

     

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

     

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


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

     

    
      	
              Accretion
                Directed Certificates

            	
              None.

            
	
              Accrual
                Certificates                                                                     

            	
              None.

            
	
              Book-Entry
                Certificates 

            	
              All
                Classes of Certificates other than the Physical
                Certificates.

            
	
              COFI
                Certificates                                                                     

            	
              None.

            
	
              Components                                                                     

            	
              None.

            
	
              Component
                Certificates

            	
              None.

            
	
              Delay
                Certificates                                                                     

            	
              None.

            
	
              ERISA-Restricted
                Certificates

            	
              The
                Private Certificates and Residual Certificates; and Certificates
                of any
                Class that does not or no longer has a rating of BBB- or its equivalent,
                or better, from at least one Rating Agency.

            
	
              Group
                1 Senior Certificates

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

            
	
              Group
                2 Senior Certificates

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

            
	
              LIBOR
                Certificates                                                                     

            	
              The
                Senior Certificates (other than the Class A-R Certificates) and
                Subordinated Certificates.

            
	
              Non-Delay
                Certificates

            	
              All
                LIBOR Certificates.

            
	
              Notional
                Amount Certificates 

            	
              None.

            
	
              Notional
                Amount Components

            	
              None.

            
	
              Offered
                Certificates                                                                     

            	
              All
                Classes of Certificates other than the Private
                Certificates.

            
	
              Physical
                Certificates                                                                     

            	
              Class
                A-R Certificates and Private Certificates.

            
	
              Planned
                Principal Classes

            	
              None.

            
	
              Principal
                Only Certificates

            	
              None.

            
	
              Principal
                Only Components

            	
              None.

            
	
              Private
                Certificates                                                                     

            	
              Class
                L, Class P and Class C Certificates.

            
	
              Rating
                Agencies                                                                     

            	
              Moody’s
                and S&P.

            
	
              Regular
                Certificates                                                                     

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

            
	
              Residual
                Certificates                                                                     

            	
              Class
                A-R Certificates.

            
	
              Retained
                Certificates                                                                     

            	
              None.

            
	
              Senior
                Certificates                                                                     

            	
              The
                Group 1 Senior Certificates and the Group 2
                Senior  Certificates.

            
	
              Senior
                Certificate Group

            	
              The
                Group 1 Senior Certificates or the Group 2 Senior
                Certificates.

            
	
              Subordinated
                Certificates

            	
              Class
                M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
                M-7,
                Class M-8 and Class M-9 Certificates.

            
	
              Targeted
                Principal Classes

            	
              None.

            
	
              Targeted
                Principal Component    

            	
              None.

            


    

     

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

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      ONE

     

    DEFINITIONS

     

    Section
      1.01.    Definitions.

     

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

     

    Accretion
      Directed Certificates:  As specified in the Preliminary
      Statement.

     

    Accretion
      Direction Rule:  Not applicable.

     

    Accrual
      Amount:  Not applicable.

     

    Accrual
      Certificates:  As specified in the Preliminary
      Statement.

     

    Accrual
      Termination Date:  Not applicable.

     

    Additional
      Designated Information:  As defined in
      Section 11.02.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    Allocable
      Portion:  As to any Distribution Date and Loan Group,
      the percentage equivalent of a fraction, the numerator of which is the aggregate
      Stated Principal Balance of the Mortgage Loans in that Loan Group as of the
      Due
      Date in the prior month (after giving effect to Principal Prepayments received
      in the Prepayment Period related to that prior Due Date) and the denominator
      of
      which is the Pool Principal Balance as of the Due Date in the prior month (after
      giving effect to Principal Prepayments received in the Prepayment Period related
      to that prior Due Date).

     

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

     

    Applied
      Realized Loss Amount:  With respect to any Distribution
      Date and the LIBOR Certificates, the sum of the Realized Losses that are to
      be
      applied in reduction of the Class Certificate Balances of any such Class of
      Certificates pursuant to this Agreement, which, in the case of the Subordinated
      Certificates, shall equal the amount, if any, by which the aggregate Class
      Certificate Balance of all LIBOR Certificates (after all distributions of
      principal on such Distribution Date) exceeds the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Due Date in the month in which such
      Distribution Date occurs (after giving effect to Principal Prepayments received
      in the related Prepayment Period).  With respect to the Group 1 Senior
      Certificates and any Distribution Date on which the aggregate Class Certificate
      Balance of the Subordinated Certificates is equal to zero, the amount, if any,
      by which the aggregate Class Certificate Balance of the Group 1 Senior
      Certificates (after all distributions of principal on such Distribution Date)
      exceeds the aggregate Stated Principal Balance of the Group 1 Mortgage Loans
      as
      of the Due Date in the month in which such Distribution Date occurs (after
      giving effect to Principal Prepayments received in the related Prepayment
      Period).  With respect to each Class of Group 2 Senior Certificates
      and any Distribution Date on which the aggregate Class Certificate Balance
      of
      the Subordinated Certificates is equal to zero, the amount, if any, by which
      the
      aggregate Class Certificate Balance of the Group 2 Senior Certificates (after
      all distributions of principal on such Distribution Date) exceeds the aggregate
      Stated Principal Balance of the Group 2 Mortgage Loans as of the Due Date in
      the
      month in which such Distribution Date occurs (after giving effect to Principal
      Prepayments received in the related Prepayment Period).

     

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

     

    Available
      Funds:  As to any Distribution Date and the Mortgage
      Loans in a Loan Group, the sum of (a) the aggregate amount held in the
      Certificate Account at the close of business on the related Determination Date,
      including any Subsequent Recoveries with respect to Mortgage Loans in a Loan
      Group, net of the Amount Held for Future Distribution, net of Prepayment
      Charges, the $100 held in trust for the Class P Certificates and Late Payment
      Fees and net of amounts permitted to be withdrawn from the Certificate Account
      pursuant to clauses (i) - (viii), inclusive, of Section 3.09(a) and amounts
      permitted to be withdrawn from the Distribution Account pursuant to clauses
      (i)
      - (ii), inclusive, of Section 3.09(b), (b) the amount of the Advance
      for that Loan Group, (c) in connection with Defective Mortgage Loans in
      such Loan Group, as applicable, the aggregate of the Purchase Prices and
      Substitution Adjustment Amounts related to those Mortgage Loans deposited on
      the
      related Distribution Account Deposit Date, and (d) any amount related to the
      Mortgage Loans in that Loan Group deposited on the related Distribution Account
      Deposit Date pursuant to Section 3.10.  The Holders of the Class
      P Certificates will be entitled to all Prepayment Charges received on the
      Mortgage Loans and the Holders of the Class L Certificates will be entitled
      to
      all Late Payment Fees and such amounts will not be available for distribution
      to
      the Holders of any other Class of Certificates.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    Available
      Funds Rate: As to any Distribution Date and:

     

    
      	
               

            	
              ·

            	
              the
                Group 1 Senior Certificates, a rate equal to the product of (i) the
                excess of (A) the product of (x) the Interest Funds for Loan Group
                1 for
                that Distribution Date and (y) a fraction the numerator of which
                is 12 and
                the denominator of which is the aggregate Stated Principal Balance
                of the
                Group 1 Mortgage Loans as of the Due Date in the month preceding
                the month
                of such Distribution Date (after giving effect to Principal Prepayments
                in
                the Prepayment Period related to that prior Due Date) over (B) the
                Swap
                Adjustment Rate, and (ii) a fraction, the numerator of which is 30
                and the
                denominator of which is the actual number of days in the related
                Interest
                Accrual Period;

            


    

     

    
      	
               

            	
              ·

            	
              the
                Group 2 Senior Certificates, a rate equal to the product of (i) the
                excess of (A) the product of (x) the Interest Funds for Loan Group
                2 for
                that Distribution Date and (y) a fraction the numerator of which
                is 12 and
                the denominator of which is the aggregate Stated Principal Balance
                of the
                Group 2 Mortgage Loans as of the Due Date in the month preceding
                the month
                of such Distribution Date (after giving effect to Principal Prepayments
                in
                the Prepayment Period related to that prior Due Date) over (B) the
                Swap
                Adjustment Rate, and (ii) a fraction, the numerator of which is 30
                and the
                denominator of which is the actual number of days in the related
                Interest
                Accrual Period; and

            


    

     

    
      	
               

            	
              ·

            	
              the
                Subordinated Certificates, a rate equal to the weighted average of
                the Available Funds Rate for the Group 1 Senior Certificates and
                the Group
                2 Senior Certificates, in each case, weighted on the basis of the
                excess
                of the aggregate Stated Principal Balance of the Group 1 Mortgage
                Loans
                and the aggregate Stated Principal Balance of the Group 2 Mortgage
                Loans,
                in each case as of the Due Date in the prior calendar month (after
                giving
                effect to Principal Prepayments received in the Prepayment Period
                related
                to that prior Due Date), over the aggregate Class Certificate Balance
                of
                the Group 1 Senior Certificates and the aggregate Class Certificate
                Balance of the Group 2 Senior Certificates, respectively, immediately
                prior to such Distribution Date.

            


    

     

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

     

    Bankruptcy
      Coverage Termination Date:  Not applicable.

     

    Bankruptcy
      Loss:  Not applicable.

     

    Bankruptcy
      Loss Coverage Amount:  Not applicable.

     

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

     

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

     

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

     

    Carryover
      Reserve Fund:  The separate Eligible Account created and
      maintained by the Trustee pursuant to Section 4.06 with a depository
      institution in the name of the Trustee for the benefit of the Certificateholders
      and designated “Deutsche Bank National Trust Company, in trust for the
      registered holders of IndyMac INDX Mortgage Loan Trust 2007-FLX5, Mortgage
      Pass-Through Certificates, Series 2007-FLX5.”

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


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

     

    Certificate
      Account:  The separate Eligible Account or Accounts
      created and maintained by the Servicer pursuant to Section 3.06(d) with a
      depository institution in the name of the Servicer for the benefit of the
      Trustee on behalf of Certificateholders and designated “IndyMac Bank, F.S.B., in
      trust for the registered holders of IndyMac INDX Mortgage Loan Trust 2007-FLX5,
      Mortgage Pass-Through Certificates, Series 2007-FLX5.”

     

    Certificate
      Balance:  With respect to any Certificate (other than
      the Class C and Class L Certificates) at any date, the maximum dollar amount
      of
      principal to which the Holder thereof is then entitled under this Agreement,
      such amount being equal to the Denomination thereof (A) plus any increase
      in the Certificate Balance of such Certificate pursuant to Section 4.02 due
      to
      receipt of Subsequent Recoveries (B) minus the sum of (i) all
      distributions of principal previously made with respect thereto and (ii) all
      Applied Realized Loss Amounts allocated to that Certificate, (C) plus the
      amount of Net Deferred Interest allocated to that Certificate pursuant to
      Section 4.04 prior to the date of determination and (D) in the case of any
      Class of Accrual Certificates, plus the Accrual Amount added to the Class
      Certificate Balance of such Class prior to such date.  The Class L
      Certificates do not have a Certificate Balance.

     

    Certificate
      Group:  Either the Group 1 Certificates or the Group 2
      Certificates.

     

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

     

    Certificate
      Register:  The register maintained pursuant to
      Section 5.02.

     

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

     

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

     

    Certification
      Party:  As defined in Section 11.05.

     

    Certifying
      Person:  As defined in Section 11.05.

     

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

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    Class
      Certificate Balance:  For any Class (other than the
      Notional Amount and Class L Certificates) as of any date of determination,
      the
      aggregate of the Certificate Balances of all Certificates of the Class as of
      that date.

     

    Class
      C Distributable Amount:  As to any Distribution Date, an
      amount equal to the product of (a) the Class C Tax Pass Through Rate and (b)
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date
      in
      the month of that Distribution Date (after giving effect to Principal
      Prepayments received in the related Prepayment Period).

     

    Class
      C Tax Pass Through Rate:  For each Distribution Date,
      the product of:  (1) the amount of interest accrued in respect of the
      Master REMIC Regular Interests other than the Class C Interest (other than
      the
      Class 1-P-1 and Class 1-P-2 Interest) and (2) 12, divided by the sum of the
      principal balances in respect of the REMIC 1 Interests.

     

    Closing
      Date:  June 27, 2007.

     

    CMT
      Index:  Not applicable.

     

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

     

    COFI:  Not
      applicable.

     

    COFI
      Certificates:  Not applicable.

     

    Commission:  The
      United States Securities and Exchange Commission.

     

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

     

    Confirmation:  Either
      the Swap Confirmation or the Corridor Confirmation, as applicable.

     

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

     

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

     

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

     

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

     

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

     

    Corridor
      Confirmation:  The agreement between the Supplemental
      Interest Trustee on behalf of the IndyMac INDX Mortgage Loan Trust 2007-FLX5
      and
      the Corridor Counterparty evidencing the terms of the Corridor
      Contract.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    Corridor
      Contract:  With respect to the LIBOR Certificates, the
      interest rate Corridor Contract evidenced by the related Confirmation, a form
      of
      which is attached to this Agreement as Exhibit P-1.

     

    Corridor
      Contract Termination Date:  The Distribution Date in May
      2008.

     

    Corridor
      Counterparty:  Merrill Lynch Capital Services
      Inc.

     

    Corporate
      Trust Office:  The designated office of the Trustee in
      the State of California at which at any particular time its corporate trust
      business with respect to this Agreement is administered, which office at the
      date of the execution of this Agreement is located at 1761 East St. Andrew
      Place, Santa Ana, California 92705, Attn:  Mortgage
      Administration-IN07F5 (IndyMac MBS, Inc., IndyMac INDX Mortgage Loan Trust
      2007-FLX5, Mortgage Pass-Through Certificates, Series 2007-FLX5), and which
      is
      the address to which notices to and correspondence with the Trustee should
      be
      directed.  With respect to the Certificate Registrar, the designated
      office for presentment and surrender of Certificates for registration transfer,
      exchange or final payment thereof which at the date of execution of this
      Agreement, is located at DB Services Tennessee, 648 Grassmere Park Road,
      Nashville, Tennessee, 37211-3658, Attention: Transfer Unit.

     

    Credit
      Support Collateral Account:  The separate Eligible
      Account or Accounts created and maintained by the Supplemental Interest Trustee
      or the Swap Trustee, as applicable, pursuant to Section 3.06(h) with a
      depository institution in the name of the Supplemental Interest Trustee or
      the
      Swap Trustee, as applicable, for the benefit of the Supplemental Interest Trust
      or the Swap Trust, as applicable, on behalf of the Holders of the Offered
      Certificates and designated “IndyMac Bank, F.S.B., in trust for the registered
      Holders of IndyMac INDX Mortgage Loan Trust 2007-FLX5, Mortgage Pass-Through
      Certificates, Series 2007-FLX5.”

     

    Cumulative
      Loss Trigger Event:  With respect to a Distribution Date
      on or after the Stepdown Date occurs if the aggregate amount of Realized Losses
      on the Mortgage Loans from (and including) the Cut-off Date to (and including)
      the related Due Date (reduced by the aggregate amount of Subsequent Recoveries
      received from the Cut-off Date through the Prepayment Period related to that
      Due
      Date) exceeds the applicable percentage, for such Distribution Date, of the
      Cut-off Date Pool Principal Balance, as set forth below:

     

    
      	
              Distribution
                Date

            	
              Percentage

            
	
              July
                2009 – June 2010

            	
              0.15%
                with respect to July 2009, plus an additional 1/12th of    0.25%
                for each month thereafter through June 2010

            
	
              July
                2010 – June 2011

            	
              0.40%
                with respect to July 2010, plus an additional 1/12th of   0.30%
                for each month thereafter through June 2011

            
	
              July
                2011 – June 2012

            	
              0.70%
                with respect to July 2011, plus an additional 1/12th of    0.25%
                for each month thereafter through June 2012

            
	
              July
                2012 – June 2013

            	
              0.95%
                with respect to July 2012, plus an additional 1/12th of    0.40%
                for each month thereafter through June 2013

            
	
              July
                2013– June 2014

            	
              1.35%
                with respect to July 2013, plus an additional 1/12th of    0.10%
                for each month thereafter through June 2014

            
	
              July
                2014 and thereafter

            	
              1.45%

            


    

    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


    
      Current
        Interest:  With respect to each Class of LIBOR
        Certificates and each Distribution Date, (x) the interest accrued at the
        applicable Pass-Through Rate for the applicable Interest Accrual Period on
        the
        Class Certificate Balance of that Class immediately prior to that Distribution
        Date minus (y) the Net Interest Shortfalls allocated to that Class for that
        Distribution Date.  The Delay Certificates will accrue interest on the
        basis of a 360-day year consisting of twelve 30-day months.  The
        Non-Delay Certificates will accrue interest on the basis of a 360-day year
        and
        the actual number of days elapsed during the related Interest Accrual
        Period.

       

    

    Cut-off
      Date:  June 1, 2007.

     

    Cut-off
      Date Pool Principal
      Balance:  $566,323,568.36

     

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

     

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

     

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

     

    Deferred
      Interest:  With respect to each Mortgage Loan and each
      related Due Date, the excess, if any, of the amount of interest accrued on
      such
      Mortgage Loan from the preceding Due Date to such Due Date over the monthly
      payment received for such Due Date.

     

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

     

    Definitive
      Certificates:  Any Certificate evidenced by a Physical
      Certificate and any Certificate issued in lieu of a Book-Entry Certificate
      pursuant to Section 5.02(e).

     

    Delay
      Certificates:  As specified in the Preliminary
      Statement.

     

    Delay
      Delivery Certification:  A certification substantially
      in the form of Exhibit G-3.

     

    Delay
      Delivery Mortgage Loans:  The Mortgage Loans identified
      on the Mortgage Loan Schedule for which all or a portion of a related Mortgage
      File is not delivered to the Trustee by the Closing Date.  The
      Depositor shall deliver the Mortgage Files to the Trustee:

     

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

     

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

     

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

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


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

     

    
      Delinquency
        Rate: With respect to any Distribution Date on or after the
        Stepdown Date is the fraction, expressed as a percentage, the numerator of
        which
        is the aggregate Stated Principal Balance of all Mortgage Loans that are
        60 or
        more days delinquent (including all foreclosures, bankruptcies and REO
        Properties) as of the close of business on the last day of the calendar month
        preceding the month of that Distribution Date, and the denominator of which
        is
        the Pool Principal Balance as of the related Due Date (after giving effect
        to
        Principal Prepayments, the principal portion of any Liquidation Proceeds
        and any
        Subsequent Recoveries received in the related Prepayment Period).

       

    

    Delinquency
      Trigger Event:  With respect to any Distribution Date on
      or after the Stepdown Date, if the Rolling Three Month Delinquency Rate as
      of
      the last day of the immediately preceding month equals or exceeds 40% of the
      Senior Enhancement Percentage for that Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

    Determination
      Date:  As to any Distribution Date, the 15th day of each
      month or if that day is not a Business Day the next Business Day.

     

    Distribution
      Account:  The separate Eligible Account created and
      maintained by the Trustee pursuant to Section 3.06(e) in the name of the
      Trustee for the benefit of the Certificateholders and designated “Deutsche Bank
      National Trust Company in trust for registered holders of IndyMac INDX Mortgage
      Loan Trust 2007-FLX5, Mortgage Pass-Through Certificates, Series 2007-FLX5.”
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 July 2007.

     

    Distribution
      Percentage: For either Loan Group and Distribution Date, the
      percentage equivalent of a fraction, the numerator of which is the Principal
      Remittance Amount for that Loan Group and Distribution Date and the denominator
      of which is the aggregate Principal Remittance Amount for both Loan Groups
      for
      that Distribution Date.

     

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

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


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

     

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

     

    Eligible
      Account: Any of

     

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

     

    
      (ii)           if
        either of Moody’s or Fitch is a Rating Agency, an account or accounts in a
        depository institution or trust company in which such accounts are insured
        by
        the FDIC (to the limits established by the FDIC) and the uninsured deposits
        in
        which accounts are otherwise secured such that, as evidenced by an Opinion
        of
        Counsel delivered to the Trustee and to each Rating Agency, the
        Certificateholders have a claim with respect to the funds in such account
        or a
        perfected first priority security interest against any collateral (which
        shall
        be limited to Permitted Investments) securing such funds that is superior
        to
        claims of any other depositors or creditors of the depository institution
        or
        trust company in which such account is maintained (it being understood that
        any
        account permitted by this clause (ii) shall not be an Eligible Account in
        connection with a rating provided by S&P of any Class of Certificates),
        or

       

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

       

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

       

    

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

     

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

     

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

     

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

     

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

     

    Event
      of Default:  As defined in
      Section 7.01.

     

    Excess
      Cashflow:  With respect to any Distribution Date (i) the
      Interest Funds remaining after the distribution of interest to the Holders
      of
      the Certificates for that Distribution Date and (ii) any Principal Distribution
      Amount for that Distribution Date remaining after distributions of principal
      to
      the Senior and Subordinated Certificates.

     

    Excess
      Loss:  Not applicable.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    


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

     

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

     

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

     

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

     

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

     

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

     

    Excess
      Overcollateralization Amount: With respect to any Distribution
      Date, the excess, if any, of the Overcollateralized Amount on that Distribution
      Date over the Overcollateralization Target Amount on that Distribution
      Date.

     

    Extra
      Principal Distribution Amount: For any Distribution Date, the
      lesser of (i) the excess of (x) the Interest Remittance Amount for that
      Distribution Date over (y) the aggregate amount of Current Interest and Interest
      Carry Forward Amount for that Distribution Date and (ii) the
      Overcollateralization Deficiency Amount for that Distribution Date.

     

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

     

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

     

    Fitch:  Fitch,
      Inc., or any successor thereto.  If Fitch is designated as a Rating
      Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
      address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,
      New
      York, NY 10004, Attention:  MBS Monitoring - IndyMac 2007-FLX5, or any
      other address Fitch furnishes to the Depositor and the Servicer.

     

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

     

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

     


    
      
        
        

      

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

     

    Fraud
      Loan:  Not applicable.

     

    Fraud
      Losses:  Not applicable.

     

    Fraud
      Loss Coverage Amount:  Not applicable.

     

    Fraud
      Loss Coverage Termination Date:  Not
      applicable.

     

    Fully
      Amortizing Monthly Payment:  With respect to any
      Mortgage Loan, the payment that if made by a Mortgagor would fully amortize
      the
      Mortgage Loan over the initial term of 30 years.

     

    Grantor
      Trust:  As specified in the Preliminary
      Statement.

     

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

     

    Group
      1 Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    Group
      1 Senior Principal Distribution Amount:  With respect to
      Loan Group 1 and any Distribution Date on or after the Stepdown Date (and so
      long as no Trigger Event is in effect), the product of (x) the Distribution
      Percentage for Loan Group 1 for that Distribution Date and (y) the Senior
      Principal Distribution Amount for that Distribution Date.

     

    Group
      2 Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    Group
      2 Senior Principal Distribution Amount: With respect to Loan Group
      2 and any Distribution Date on or after the Stepdown Date (and so long as no
      Trigger Event is in effect), the product of (x) the Distribution Percentage
      for
      Loan Group 2 for that Distribution Date and (y) the Senior Principal
      Distribution Amount for that Distribution Date.

     

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

     

    Hedged
      Certificates:  The LIBOR Certificates.

     

    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.

     


    
      
        
        

      

      
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    Initial
      Bankruptcy Loss Coverage Amount:  Not
      applicable.

     

    Initial
      LIBOR Rate:  5.32% per annum.

     

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

     

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

     

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

     

    
      Interest
        Accrual Period:  With respect to each Class of Delay
        Certificates and any Distribution Date, the calendar month prior to the month
        of
        such Distribution Date.  The Delay Certificates will accrue interest
        on the basis of a 360-day year consisting of twelve 30-day
        months.  With respect to each Class of Non-Delay Certificates and any
        Distribution Date, the period commencing on the immediately preceding
        Distribution Date (or, in the case of the first Distribution Date, the Closing
        Date) and ending on the day immediately preceding that Distribution
        Date.  The Non-Delay Certificates will accrue interest on the basis of
        a 360-day year and the actual number of days elapsed during the related Interest
        Accrual Period.

       

    

    Interest
      Carry Forward Amount:  With respect to each Class of
      LIBOR Certificates and each Distribution Date, the sum of (i) the excess of
      (a)
      Current Interest for that Class with respect to prior Distribution Dates, over
      (b) the amount actually distributed to that Class with respect to interest
      on
      prior Distribution Dates and (ii) interest for the applicable Interest Accrual
      Period on the amount described in clause (i) based on the Pass-Through Rate
      for
      the applicable Class of LIBOR Certificates.

     

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

     

    Interest
      Funds:  For any Distribution Date and Loan Group, the
      Interest Remittance Amount for that Loan Group minus the Allocable Portion
      of
      the Trustee Fee for that Distribution Date.

     

    Interest
      Only Monthly Payment:  With respect to any Mortgage
      Loan, the payment of only interest made by the Mortgagor.

     

    Interest
      Rate:  With respect to each REMIC 1 Interest, REMIC 2
      Interest or Master REMIC Interest, the applicable rate set forth or calculated
      in the manner described in the Preliminary Statement.

     

    Interest
      Remittance Amount:  For any Distribution Date and Loan
      Group is :

     

    (a)           the
      sum, without duplication, of:

     

    (1)           all
      interest on the Mortgage Loans in that Loan Group due on the related Due Date
      and received on or prior to the related Determination Date, less the related
      Servicing Fees,

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


    (2)           all
      interest on Principal Prepayments on the Mortgage Loans in that Loan Group,
      other than Prepayment Interest Excess,

     

    (3)           all
      Advances relating to interest in respect of the Mortgage Loans in that Loan
      Group with respect to payments not paid by the related Determination
      Date,

     

    (4)           amounts
      paid by the Servicer in respect of Compensating Interest for that Loan Group,
      and

     

    (5)           Liquidation
      Proceeds on the Mortgage Loans in that Loan Group received during the related
      Prepayment Period (to the extent such Liquidation Proceeds relate to
      interest)

     

    minus

     

    (b)           all
      Advances in respect of the Mortgage Loans in that Loan Group relating to
      interest and certain expenses reimbursed since the prior Due Date,

     

    plus

     

    (c)           the
      lesser of (i) the Principal Prepayment Amount for that Loan Group and that
      Distribution Date and (ii) the aggregate Deferred Interest for that Loan Group
      for the related Due Period.

     

    Interest
      Settlement Rate:  As defined in
      Section 4.07.

     

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

     

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

     

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

     

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

     

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

     

    LIBOR
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    


    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:  Either Loan Group 1 or Loan Group 2, as
      applicable.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Minimum
      Monthly Payment:  For any Mortgage Loan, the product of
      (x) the related Payment Limit and (y) the related Fully Amortizing Monthly
      Payment.

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    


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

     

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

     

    Monthly
      Statement:  The statement delivered to the
      Certificateholders pursuant to Section 4.05.

     

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

     

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

     

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

     

    Mortgage
      Index:  One-Year LIBOR Index

     

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

     

    Mortgage
      Loan Schedule:  As of any date, the list set forth in
      Schedule I of Mortgage Loans included in the Trust Fund on that
      date.  The Mortgage Loan Schedule shall be prepared by the Seller and
      shall set forth the following information with respect to each Mortgage Loan
      by
      Loan Group:

     

    
      	
               

            	
              (i)

            	
              the
                loan number;

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                maturity date;

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                original principal balance;

            


    

     

    
      	
               

            	
              (v)

            	
              the
                Cut-off Date Principal Balance;

            


    

     

    
      	
               

            	
              (vi)

            	
              the
                first payment date of the Mortgage
                Loan;

            


    

     

    
      	
               

            	
              (vii)

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

            


    

     

    
      	
               

            	
              (viii)

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

            


    

     

    
      	
               

            	
              (ix)

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

            


    

     

    
      	
               

            	
              (x)

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

            


    

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (xi)

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

            


    

     

    
      	
               

            	
              (xii)

            	
              the
                Loan-to-Value Ratio at origination;

            


    

     

    
      	
               

            	
              (xiii)

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

            


    

     

    
      	
               

            	
              (xiv)

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

            


    

     

    
      	
               

            	
              (xv)

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

            


    

     

    
      	
               

            	
              (xvi)

            	
              the
                purpose for the Mortgage Loan;

            


    

     

    
      	
               

            	
              (xvii)

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

            


    

     

    
      	
               

            	
              (xviii)

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

            


    

     

    
      	
               

            	
              (xix)

            	
              the
                Servicing Fee Rate;

            


    

     

    
      	
               

            	
              (xx)

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

            


    

     

    
      	
               

            	
              (xxi)

            	
              the
                coverage amount of any mortgage
                insurance;

            


    

     

    
      	
               

            	
              (xxii)

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

            


    

     

    
      	
               

            	
              (xxiii)

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

            


    

     

    
      	
               

            	
              (xxiv)

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

            


    

     

    
      	
               

            	
              (xxv)

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

            


    

     

    
      
        	
                 

              	
                (xxvi)

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

              


      

       

    

     

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

     

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

     

    Mortgage
      Rate:  The annual rate of interest borne by a Mortgage
      Note from time to time (net of the interest premium for any Lender PMI
      Loan).

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    


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

     

    Mortgagor:  The
      obligors on a Mortgage Note.

     

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

     

    Net
      Deferred Interest:  With respect to each Loan Group and
      Distribution Date, the excess, if any, of the aggregate amount of Deferred
      Interest that accrued on the Mortgage Loans in that Loan Group from the
      preceding Due Date to the Due Date in the month of such Distribution Date,
      over
      the Principal Prepayment Amount for that Loan Group and Distribution
      Date.

     

    Net
      Interest Shortfall:  With respect to any Distribution
      Date and Loan Group, an amount equal to the sum of (x) any Net Prepayment
      Interest Shortfalls for that Loan Group and Distribution Date and (y) the amount
      of interest that would otherwise have been received with respect to any Mortgage
      Loan in that Loan Group that was the subject of a Relief Act Reduction to the
      extent not covered by Excess Cashflow.

     

    Net
      Prepayments: With respect to any Distribution Date and Loan Group,
      the excess, if any, of (i) the Principal Prepayment Amount for that Loan Group
      over (ii) the aggregate amount of Deferred Interest accrued on the Mortgage
      Loans in that Loan Group from the preceding Due Date to the Due Date related
      to
      that Distribution Date.

     

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

     

    Net
      Rate Carryover:  For a Class of LIBOR Certificates on
      any Distribution Date, the excess of:

     

    (1)           the
      amount of interest that Class would have accrued for that Distribution Date
      had
      the Pass-Through Rate for that Class and the related Interest Accrual Period
      not
      been calculated based on the lesser of:  (A) LIBOR plus the applicable
      Pass-Through Margin; and (B) the sum of (i) the related Available Funds Rate
      and
      (ii) the product of (AA) a fraction the numerator of which is 360 and the
      denominator of which is the actual number of days in the related Interest
      Accrual Period and (BB) a fraction the numerator of which is an amount equal
      to
      any payments received under the Corridor Contract and the denominator of which
      is the aggregate Class Certificate Balance of the Certificates immediately
      prior
      to such Distribution Date, over

     

    (2)           the
      amount of interest that Class accrued on that Distribution Date based on the
      related Available Funds Rate,

     

    plus
      the unpaid portion of any excess from prior Distribution Dates (and interest
      accrued thereon at the then applicable Pass-Through Rate, without giving effect
      to the related Available Funds Rate).

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    


    Net
      Swap Payment:  With respect to the Swap Contract, any
      Distribution Date and payment from the Swap Trust to the Swap Counterparty,
      the
      excess, if any, of the “Fixed Amounts” (as defined in the Swap Contract) with
      respect to such Distribution Date over the “Floating Amounts” (as defined in the
      Swap Contract) with respect to such Distribution Date.  With respect
      to the Swap Contract, any Distribution Date and payment by the Swap Counterparty
      to the Swap Trust, the excess, if any, of the “Floating Amounts” with respect to
      such Distribution Date over the “Fixed Amounts” with respect to such
      Distribution Date.

     

    NIM
      Insurer:  Any insurer guarantying at the request of the
      Holder of the Class C or Class P Certificates certain payments under notes
      backed or secured by the Class C or Class P Certificates.

     

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

     

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

     

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

     

    Notional
      Amount:  Not applicable.

     

    Notional
      Amount Certificates:  As specified in the Preliminary
      Statement.

     

    Notional
      Amount Components:  As specified in the Preliminary
      Statement.

     

    OC
      Floor:  An amount equal to 0.50% of the Cut-off Date
      Pool Principal Balance.

     

    Offered
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

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

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    


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

     

    Optional
      Termination Date:  As defined in
      Section 9.01.

     

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

     

    OTS:  The
      Office of Thrift Supervision.

     

    Outside
      Reference Date:  Not applicable.

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

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

     

    Overcollateralization
      Deficiency Amount:  For any Distribution Date, the
      amount, if any, by which the Overcollateralization Target Amount exceeds the
      Overcollateralized Amount on that Distribution Date (after giving effect to
      distributions of the Principal Remittance Amounts on that Distribution
      Date).

     

    Overcollateralization
      Release Amount:  With respect to any Distribution Date
      on which the Excess Overcollateralization Amount is, or would be after taking
      into account all other distributions to be made on that Distribution Date,
      greater than zero, an amount equal to the lesser of (x) the Excess
      Overcollateralization Amount for that Distribution Date and (y) the aggregate
      Principal Remittance Amount for Loan Group 1 and Loan Group 2 that Distribution
      Date.

     

    Overcollateralization
      Target Amount:  With respect to any Distribution Date
      (a) prior to the Stepdown Date, an amount equal to 0.80% of the Cut-off Date
      Pool Principal Balance and (b) on or after the Stepdown Date, the greater of
      (i)
      (x) for any Distribution Date prior to the Distribution Date in July 2013,
      an
      amount equal to 2.00% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Due Date in the month of that Distribution Date (after giving
      effect to Principal Prepayments received in the related Prepayment Period)
      and
      (y) for any Distribution Date on or after the Distribution Date in July 2013,
      an
      amount equal to 1.60% of the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Due Date in the month of that Distribution Date (after giving
      effect to Principal Prepayments received in the related Prepayment Period)
      and
      (ii) the OC Floor; provided, however, that if a Trigger Event is in effect
      on
      any Distribution Date, the Overcollateralization Target Amount will be the
      Overcollateralization Target Amount as in effect for the prior Distribution
      Date.

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    


    Overcollateralized
      Amount:  For any Distribution Date, the amount, if any,
      by which (x) the Pool Principal Balance as of the Due Date in the month of
      that
      Distribution Date (after giving effect to Principal Prepayments received in
      the
      related Prepayment Period) exceeds (y) the aggregate Class Certificate Balance
      of the LIBOR Certificates (after giving effect to distributions of the Principal
      Distribution Amount (excluding the Extra Principal Distribution Amount) on
      that
      Distribution Date).

     

    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:  With respect to the Interest Accrual Period for
      any Distribution Date and Class of LIBOR Certificates, the per annum rate
      indicated in the following table:

     

    
      	
              Class
                of LIBOR Certificates

            	
              Pass-Through
                Margin

            
	 	
              
                (1)

              

            	
              
                (2)

              

            
	
              Class
                1-A-1                                                     

            	
              0.190%

            	
              0.380%

            
	
              Class
                1-A-2                                                     

            	
              0.240%

            	
              0.480%

            
	
              Class
                2-A-1                                                     

            	
              0.10%

            	
              0.60%

            
	
              Class
                2-A-2                                                     

            	
              0.240%

            	
              0.480%

            
	
              Class
                2-A-3                                                     

            	
              0.290%

            	
              0.580%

            
	
              Class
                M-1                                                     

            	
              0.500%

            	
              0.750%

            
	
              Class
                M-2                                                     

            	
              0.550%

            	
              0.825%

            
	
              Class
                M-3                                                     

            	
              0.750%

            	
              1.125%

            
	
              Class
                M-4                                                     

            	
              1.000%

            	
              1.500%

            
	
              Class
                M-5                                                     

            	
              1.000%

            	
              1.500%

            
	
              Class
                M-6                                                     

            	
              1.000%

            	
              1.500%

            
	
              Class
                M-7                                                     

            	
              1.000%

            	
              1.500%

            
	
              Class
                M-8                                                     

            	
              1.000%

            	
              1.500%

            
	
              Class
                M-9                                                     

            	
              1.000%

            	
              1.500%

            


    

    
       

      __________________


    

    
      	
              (1)

            	
              For
                the Interest Accrual Period related to any Distribution Date occurring
                on
                or prior to the first possible Optional Termination
                Date.

            


    

     

    
      	
              (2)

            	
              For
                the Interest Accrual Period related to any Distribution Date occurring
                after the first possible Optional Termination
                Date.

            


    

     

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

     

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

     

    Payment
      Cap:  For each Mortgage Loan, the percentage limit set
      forth in the related Mortgage Note concerning the maximum permitted increase
      in
      a Scheduled Payment on any Payment Adjustment Date other than in connection with
      a recast of the Scheduled Payment.

     

    Payment
      Limit: For each Mortgage Loan, the percentage set forth in the
      related Mortgage Note.

     

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

     


    
      
        
        

      

      
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    Performance
      Certification:  As defined in
      Section 11.05.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (viii)           securities
      (other than stripped bonds, stripped coupons, or instruments sold at a purchase
      price in excess of 115% of their face amount) bearing interest or sold at a
      discount issued by any corporation incorporated under the laws of the United
      States or any state thereof that, at the time of the investment, have one of
      the
      two highest ratings of each Rating Agency (except if the Rating Agency is
      Moody’s the rating shall be the highest commercial paper rating of Moody’s for
      the securities), or any lower rating that will not result in the downgrading,
      qualification or withdrawal of the ratings then assigned to the Certificates
      by
      the Rating Agencies, as evidenced by a signed writing delivered by each Rating
      Agency and that have a maturity date occurring no more than 365 days from their
      date of issuance;

     


    
      
        
        

      

      
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    (ix)           units
      of a taxable money-market portfolio having the highest rating assigned by each
      Rating Agency (except (i) if Fitch is a Rating Agency and has not rated the
      portfolio, the highest rating assigned by Moody’s and (ii) if S&P is a
      Rating Agency, “AAAm” or “AAAM-G” by S&P) and restricted to obligations
      issued or guaranteed by the United States of America or entities whose
      obligations are backed by the full faith and credit of the United States of
      America and repurchase agreements collateralized by such obligations;
      and

     

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

     

    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 in accordance with Financial Accounting Standard 140, paragraph 35c(6)
      in effect as of the Closing Date.

     

    Permitted
      Transferee:  Any person other than

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Physical
      Certificates:  As specified in the Preliminary
      Statement.

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    


    Plan:  An
      “employee benefit plan” as defined in section 3(3) of ERISA that is subject to
      Title I of ERISA, a “plan” as defined in section 4975 of the Code that is
      subject to section 4975 of the Code, or any Person investing on behalf of or
      with plan assets (as defined in 29 CFR §2510.3-101 or otherwise under ERISA) of
      such an employee benefit plan or plan.

     

    Planned
      Balance:  With respect to the Planned Principal Classes
      in the aggregate and any Distribution Date appearing in the aggregate Principal
      Balance Schedule, the amount appearing opposite such Distribution Date for
      such
      Planned Principal Classes.

     

    Planned
      Principal Classes:  As specified in the Preliminary
      Statement.

     

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

     

    Prepayment
      Charge:  As to any Mortgage Loan, a Hard Prepayment
      Charge or Soft Prepayment Charge, as set forth in the Mortgage Loan
      Schedule.

     

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

     

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

     

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

     

    Prepayment
      Period:  As to any Distribution Date and related Due
      Date, the period from and including the 16th day of
      the month
      immediately prior to the month of such Distribution Date (or, in the case of
      the
      first Distribution Date, from the Cut-off Date) and to and including the 15th day of
      the month
      of such Distribution Date.

     

    Prepayment
      Shift Percentage:  Not applicable.

     

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

     

    Principal
      Allocation Percentage:  For Loan Group 1 with respect to
      any Distribution Date, a fraction, expressed as a percentage, the numerator
      of
      which is the Principal Remittance Amount for Loan Group 1 for that Distribution
      Date and the denominator of which is the aggregate of the Principal Remittance
      Amounts for Loan Group 1 and Loan Group 2 for that Distribution
      Date.  For Loan Group 2 with respect to any Distribution Date, a
      fraction, expressed as a percentage, the numerator of which is the Principal
      Remittance Amount for Loan Group 2 for that Distribution Date and the
      denominator of which is the aggregate of the Principal Remittance Amounts for
      Loan Group 1 and Loan Group 2 for that Distribution Date.

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    


    Principal
      Balance Schedules:  Not applicable.

     

    Principal
      Distribution Amount:  With respect to each Distribution
      Date and Loan Group, the product of (x) the related Distribution Percentage
      and (y) an amount equal to the sum of (1) the aggregate Principal Remittance
      Amount for both Loan Groups for that Distribution Date minus the
      Overcollateralization Release Amount for that Distribution Date and (2) the
      Extra Principal Distribution Amount for that Distribution Date.

     

    Principal
      Only Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Principal
      Prepayment Amount:  For any Distribution Date and Loan
      Group, the sum of all voluntary Principal Prepayments in excess of the Interest
      Only Payment received on the Mortgage Loans in that Loan Group during the
      related Prepayment Period, including the purchase price of any Mortgage Loans
      in
      such Loan Group repurchased pursuant to Section 3.12.

     

    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, an
      amount, not less than zero, equal to:

     

    (a)           the
      sum, without duplication, of:

     

    (1)           all
      principal collected or advanced on the Mortgage Loans in that Loan Group with
      respect to the related Due Date and any Principal Prepayments not constituting
      Net Prepayments and any advances with respect to payments on the Mortgage Loans
      in that Loan Group not received by the related Determination Date,

     

    (2)           Net
      Prepayments on the Mortgage Loans in that Loan Group for that Distribution
      Date,

     

    (3)           the
      Stated Principal Balance of each Mortgage Loan in that Loan Group that was
      repurchased by the Seller or purchased by the Servicer with respect to that
      Distribution Date,

     

    (4)           any
      Substitution Adjustment Amounts in respect of the Mortgage Loans in that Loan
      Group, and

     

    (5)           all
      liquidation proceeds (to the extent such liquidation proceeds related to
      principal) and all Subsequent Recoveries in respect of the Mortgage Loans in
      that Loan Group received during the related Prepayment Period

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    


    minus

     

    (b)           all
      non-recoverable Advances relating to principal on the Mortgage Loans in that
      Loan Group and certain expenses reimbursed since the prior Due
      Date.

     

    Private
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Prospectus
      Supplement:  The Prospectus Supplement dated June 27,
      2007, relating to the Offered Certificates, and any supplement
      thereto.

     

    PUD:  Planned
      Unit Development.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Rating
      Agency:  Each of the Rating Agencies specified in the
      Preliminary Statement.  If any of them or a successor is no longer in
      existence, “Rating Agency” shall be the nationally recognized statistical rating
      organization, or other comparable Person, identified as a “Rating Agency” in the
      Underwriter’s Exemption and 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.

     


    
      
        
        

      

      
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    Realized
      Loss:  With respect to each Liquidated Mortgage Loan, an
      amount (not less than zero or more than the Stated Principal Balance of the
      Mortgage Loan) as of the date of such liquidation, equal to (i) the Stated
      Principal Balance of the Liquidated Mortgage Loan as of the date of such
      liquidation, plus (ii) interest at the Adjusted Net Mortgage Rate from the
      Due
      Date as to which interest was last paid or advanced (and not reimbursed) to
      Certificateholders up to the Due Date in the month in which Liquidation Proceeds
      are required to be distributed on the Stated Principal Balance of such
      Liquidated Mortgage Loan from time to time, minus (iii) the Liquidation
      Proceeds, if any, received during the month in which such liquidation occurred,
      to the extent applied as recoveries of interest at the Adjusted Net Mortgage
      Rate and to principal of the Liquidated Mortgage Loan.  With respect
      to each Mortgage Loan that has become the subject of a Deficient Valuation,
      if
      the principal amount due under the related Mortgage Note has been reduced,
      the
      difference between the principal balance of the Mortgage Loan outstanding
      immediately prior to such Deficient Valuation and the principal balance of
      the
      Mortgage Loan as reduced by the Deficient Valuation.  With respect to
      each Mortgage Loan which has become the subject of a Debt Service Reduction
      and
      any Distribution Date, the amount, if any, by which the principal portion of
      the
      related Scheduled Payment has been reduced.

     

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

     

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

     

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

     

    Reference
      Bank:  As defined in Section 4.07.

     

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

     

    Regular
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Relief
      Act:  The Servicemembers Civil Relief Act.

     

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

     


    
      
        
        

      

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

     

    REMIC
      Cap:  As defined in the Preliminary
      Statement.

     

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

     

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

     

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

     

    (a)           entry
      into a definitive agreement related to the Trust Fund, the Certificates or
      the
      Mortgage Loans, or an amendment to a Transaction Document, even if the Depositor
      is not a party to such agreement (e.g., a servicing agreement with a servicer
      contemplated by Item 1108(a)(3) of Regulation AB);

     

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

     

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

     

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

     

    (e)           any
      amendment to this Agreement;

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Residual
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

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

     

    Rolling
      Three Month Delinquency Rate:  With respect to any
      Distribution Date, an amount equal to the average of the Delinquency Rates
      for
      each of the three (or one and two, in the case of the first and second
      Distribution Dates, respectively) immediately preceding months.

     

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

     

    Sarbanes-Oxley
      Certification:  As defined in
      Section 11.05.

     

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

     

    Scheduled
      Balance:  Not applicable.

     

    Scheduled
      Classes:  As specified in the Preliminary
      Statement.

     


    
      
        
        

      

      
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    Scheduled
      Payment:  The Minimum Monthly Payment on a Mortgage Loan
      due on any Due Date allocable to principal and/or interest on such Mortgage
      Loan
      which, unless otherwise specified herein, shall give effect to any related
      Debt
      Service Reduction and any Deficient Valuation that affects the amount of the
      monthly payment due on such Mortgage Loan; provided, that if a Mortgage Loan
      has
      hit its Payment Cap, the Scheduled Payment on that Mortgage Loan will be the
      Interest Only Monthly Payment.

     

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

     

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

     

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

     

    Senior
      Certificate Group:  As specified in the Preliminary
      Statement.

     

    Senior
      Certificates:  As specified in the Preliminary
      Statement.

     

    Senior
      Credit Support Depletion Date:  Not
      applicable.

     

    Senior
      Enhancement Percentage:  With respect to a Distribution
      Date on or after the Stepdown Date a fraction (expressed as a
      percentage):

     

    (1)           the
      numerator of which is sum of the aggregate Class Certificate Balance of the
      Subordinated Certificates and the Overcollateralized Amount (which, for purposes
      of this definition only, shall not be less than zero) and

     

    (2)           the
      denominator of which is the Pool Principal Balance as of the Due Date in the
      prior month (after giving effect to Principal Prepayments in the Prepayment
      Period related to that prior Due Date).

     

    Senior
      Principal Distribution Amount:  For any Distribution
      Date on or after the Stepdown Date (and so long as no Trigger Event is in
      effect), an amount equal to the lesser of: (i) the Principal Distribution Amount
      for that Distribution Date; and (ii) the excess of (a) the aggregate Class
      Certificate Balance of the Senior Certificates immediately prior to that
      Distribution Date over (b) the lesser of (x) the product of (1)85.125% for
      any
      Distribution Date prior to the Distribution Date in July 2013 and 88.100% for
      any Distribution Date on or after the Distribution Date in July 2013 and (2)
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date
      in
      the month prior to the month of that Distribution Date (after giving effect
      to
      Principal Prepayments in the Prepayment Period related to that prior Due Date)
      and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      Due Date related to the month of that Distribution Date (after giving effect
      to
      Principal Prepayments in the Prepayment Period related to that prior Due Date),
      minus the OC floor.

     

    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.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Servicing
      Fee:  As to each Mortgage Loan and any Distribution
      Date, one month’s interest at the applicable Servicing Fee Rate on the Stated
      Principal Balance of the Mortgage Loan as of the Due Date in the month preceding
      the month of such Distribution Date (after giving effect to Principal
      Prepayments in the Prepayment Period related to that prior Due Date), or,
      whenever a payment of interest accompanies a Principal Prepayment in Full made
      by the Mortgagor, interest at the Servicing Fee Rate on the Stated Principal
      Balance of the Mortgage Loan for the period covered by the payment of interest,
      subject to reduction as provided in Section 3.15.

     

    Servicing
      Fee Rate:  For each Mortgage Loan,  0.375% per
      annum.

     

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

     

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

     

    Shift
      Percentage:  Not applicable.

     

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

     


    
      
        
        

      

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

     

    Special
      Hazard Coverage Termination Date:  Not
      applicable.

     

    Special
      Hazard Loss:  Not applicable.

     

    Special
      Hazard Loss Coverage Amount:  Not
      applicable.

     

    Special
      Hazard Mortgage Loan:  Not applicable.

     

    Startup
      Day:  The Closing Date.

     

    Stated
      Principal Balance:  As to any Mortgage Loan and Due
      Date, the unpaid principal balance of such Mortgage Loan as of such Due Date,
      as
      specified in the amortization schedule at the time relating thereto (before
      any
      adjustment to such amortization schedule by reason of any moratorium or similar
      waiver or grace period) after giving effect to the sum of:  (i) the
      payment of principal due on such Due Date and irrespective of any delinquency
      in
      payment by the related Mortgagor and (ii) any Liquidation Proceeds allocable
      to
      principal received in the prior calendar month and any Principal Prepayments
      received through the last day of the related Prepayment Period, in each case,
      with respect to such Mortgage Loan and increased by any Deferred Interest added
      to the principal balance of that Mortgage Loan on or prior to such Due
      Date.

     

    Stepdown
      Date:  The earlier to occur of (x) the Distribution Date
      following the Distribution Date on which the aggregate Class Certificate Balance
      of the Senior Certificates is reduced to zero and (y) the later to occur of
      (i)
      the Distribution Date in July 2010 and (ii) the first Distribution Date on
      which
      the Senior Enhancement Percentage is equal to or greater than (a) 14.875% on
      any
      Distribution Date prior to the Distribution Date in July 2013 and (b) 11.900%
      on
      any Distribution Date on or after the Distribution Date in July
      2013.

     

    Stepdown
      Target Subordinated Percentage:  For any Class of
      Subordinated Certificates, the respective percentages indicated in the following
      table:

     

    
      	 	
              
                Stepdown
                  Target Subordination Percentage (1)

              

            	
              
                Stepdown
                  Target Subordination Percentage (2)

              

            
	
              Class
                M-1

            	
              10.375%

            	
              8.300%

            
	
              Class
                M-2

            	
              9.000%

            	
              7.200%

            
	
              Class
                M-3

            	
              7.750%

            	
              6.200%

            
	
              Class
                M-4

            	
              6.500%

            	
              5.200%

            
	
              Class
                M-5

            	
              5.500%

            	
              4.400%

            
	
              Class
                M-6

            	
              4.625%

            	
              3.700%

            
	
              Class
                M-7

            	
              3.750%

            	
              3.000%

            
	
              Class
                M-8

            	
              2.875%

            	
              2.300%

            
	
              Class
                M-9

            	
              2.000%

            	
              1.600%

            


    

    



    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    ________

    
      	
              (1)

            	
              For
                any Distribution Date occurring on or after the Distribution Date
                occurring in July 2010 and prior to the Distribution Date occurring
                in
                July 2013.

            


    

    
      	
              (2)

            	
              For
                any Distribution Date occurring on or after the Distribution Date
                occurring in July 2013.

            


    

     

    Subcontractor:  Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing (as “servicing” is commonly understood by participants in the
      mortgage-backed securities market) of Mortgage Loans but performs one or more
      discrete functions identified in Item 1122(d) of Regulation AB with respect
      to
      the Mortgage Loans under the direction or authority of the Servicer or the
      Trustee, as the case may be.

     

    Subordinated
      Certificates:  As specified in the Preliminary
      Statement.

     

    Subordinated
      Class Principal Distribution Target Amount:  For any
      Class of Subordinated Certificates and Distribution Date will equal the excess
      of:

     

    (1)           the
      sum of: (a) the aggregate Class Certificate Balance of the Senior Certificates
      (after taking into account the distribution of the Senior Principal Distribution
      Amount for that Distribution Date), (b) the aggregate Class Certificate Balance
      of any Class(es) of Subordinated Certificates that are senior to the subject
      Class (in each case, after taking into account distribution of the Subordinated
      Class Principal Distribution Target Amount(s) for such more senior Class(es)
      of
      Certificates for such Distribution Date), and (c) the Class Certificate Balance
      of the subject Class of Subordinated Certificates immediately prior to such
      Distribution Date over

     

    (2)           the
      lesser of (a) the product of (x) 100% minus the Stepdown Target Subordination
      Percentage for the subject Class of Certificates and (y) the aggregate Stated
      Principal Balance of the Mortgage Loans for that Distribution Date and (b)
      the
      aggregate Stated Principal Balance of the Mortgage Loans for that Distribution
      Date minus the OC Floor;

     

    provided,
      however, that if such Class of Subordinated Certificates is the only class
      of
      Subordinated Certificates outstanding on such Distribution Date, that Class
      will
      be entitled to receive the entire remaining Principal Distribution Amount until
      its Class Certificate Balance is reduced to zero.

     

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

     

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

     

    (i)           have
      a Stated Principal Balance, after deduction of the principal portion of the
      Scheduled Payment due in the month of substitution, not in excess of, and not
      more than 10% less than, the Stated Principal Balance of the Deleted Mortgage
      Loan (unless the amount of any shortfall is deposited by the Seller in the
      Certificate Account and held for distribution to the Certificateholders on
      the
      related Distribution Date);

     

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

     


    
      
        
        

      

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

     

    (iv)           have
      the same Mortgage Index and interval between Adjustment Dates as the Deleted
      Mortgage Loan and a Gross Margin not more than 1% per annum higher than, and
      not
      lower than that of the Deleted Mortgage Loan;  provided that
      Substitute Mortgage Loans with remaining terms to maturity greater than that
      of
      the Deleted Mortgage Loan may not exceed 5% of the Cut-off Date Pool Principal
      Balance.

     

    (v)           have
      the same negative amortization limit, payment adjustment intervals and recast
      provisions as that of the Deleted Mortgage Loan;

     

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

     

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

     

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

     

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

     

    Substitution
      Adjustment Amount:  As defined in
      Section 2.03.

     

    Supplemental
      Interest Reserve Fund:  The separate Eligible Account or
      Accounts created and maintained by the Supplemental Interest Trustee pursuant
      to
      Section 3.06(i) with a depository institution in the name of the
      Supplemental Interest Trustee for the benefit of the Supplemental Interest
      Trustee on behalf of the Holders of the Offered Certificates and the Class
      C
      Certificates and designated “IndyMac Bank, F.S.B., in trust for the registered
      Holders of IndyMac INDX Mortgage Loan Trust 2007-FLX5, Mortgage Pass-Through
      Certificates, Series 2007-FLX5.”

     

    Supplemental
      Interest Trust:  The trust fund established pursuant to
      Section 4.08.

     

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

     

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

     

    Swap
      Account:  The separate Eligible Account or Accounts
      created and maintained by the Swap Trustee pursuant to Section 3.06(g) with
      a depository institution in the name of the SwapTrustee for the benefit of
      the
      SwapTrustee on behalf of the Holders of the Offered Certificates and the Class
      C
      Certificates and designated “IndyMac Bank, F.S.B., in trust for the registered
      Holders of IndyMac INDX Mortgage Loan Trust 2007-FLX5, Mortgage Pass-Through
      Certificates, Series 2007-FLX5.”

     


    
      
        
        

      

      
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    Swap
      Adjustment Rate:  As to any Distribution Date and Loan
      Group, the product of (I) a fraction, expressed as a percentage, (A) the
      numerator of which is equal to the product of (1) the product of (i) the sum
      of
      (a) the Net Swap Payment and (b) any Swap Termination Payment (other than a
      Swap
      Termination Payment due to a Swap Counterparty Trigger Event) and (ii) a
      fraction, the numerator of which is 360 and the denominator of which is the
      actual number of days in the related Interest Accrual Period and (2) the
      Allocable Portion for that Loan Group and (B) the denominator of which is equal
      to the aggregate Stated Principal Balance of the Mortgage Loans in that Loan
      Group as of the Due Date in the prior calendar month (after giving effect to
      principal prepayments received in the Prepayment Period related to that prior
      Due Date) and (II) 12.

     

    Swap
      Confirmation:  The agreement between the Swap Trustee on
      behalf of IndyMac INDX Mortgage Loan Trust 2007-FLX5 and the Swap Counterparty
      evidencing the terms of the Swap Contract.

     

    Swap
      Contract:  With respect to the LIBOR Certificates, the
      interest rate swap transaction evidenced by the related Confirmation, a form
      of
      which is attached to this Agreement as Exhibit P-2.

     

    Swap
      Contract Termination Date:  The Distribution Date in
      February 2013.

     

    Swap
      Contract Notional Balance:  As set forth in the Swap
      Table in the Prospectus Supplement.

     

    Swap
      Counterparty:  Merrill
      Lynch Capital
      Services Inc.

     

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

     

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

     

    Swap
      Table:  The table indicating the Swap Contract Notional
      Balance set forth in the Prospectus Supplement.

     

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

     

    Swap
      Trust:  The trust fund established pursuant to Section
      4.08.

     

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

     

    Targeted
      Balance:  Not applicable.

     

    Targeted
      Principal Classes:  As specified in the
      Preliminary Statement.

     


    
      
        
        

      

      
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    Three-Month
      Delinquency Rate:  With respect to any Distribution Date
      on or after the Stepdown Date, a fraction, expressed as a percentage, the
      numerator of which is the aggregate Stated Principal Balance for such
      Distribution Date of all Mortgage Loans 90 or more days delinquent as of the
      close of business on the last day of the calendar month preceding such
      Distribution Date (including Mortgage Loans in foreclosure, bankruptcy and
      REO
      Properties) and the denominator of which is the aggregate Stated Principal
      Balance for such Distribution Date of the Mortgage Loans as of the related
      Due
      Date (after giving effect to Principal Prepayments received in the related
      Prepayment Period, the principal portion of Liquidation Proceeds and any
      Subsequent Recoveries).

     

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

     

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

     

    Trigger
      Event:  With respect to a Distribution Date on or after
      the Stepdown Date either a Delinquency Trigger Event is in effect with respect
      to that Distribution Date or a Cumulative Loss Trigger Event is in effect with
      respect to that Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Trustee
      Fee Rate:  0.0065% per annum.

     


    
      
        
        

      

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

     

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

     

    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
      Realized Loss Amount:  For any Class of Certificates,
      (x) the portion of the aggregate Applied Realized Loss Amount previously
      allocated to that Class remaining unpaid from prior Distribution Dates minus
      (y)
      any increase in the Class Certificate Balance of that Class due to the
      allocation of Subsequent Recoveries to the Class Certificate Balance of that
      Class.

     

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

     

    Voting
      Rights:  The portion of the voting rights of all of the
      Certificates that is allocated to any Certificate.  As of any date of
      determination, (a) 1% of all Voting Rights shall be allocated to the Holders
      of
      the Class A-R Certificates and (b) the remaining Voting Rights shall be
      allocated among the remaining Classes of Certificates in proportion to their
      respective Class Certificate Balances.  Voting Rights allocated to a
      Class of Certificates shall be further allocated among the Certificateholders
      of
      such Class based on Percentage Interest.

     

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

     


    
      
        
        

      

      
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    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 “by.”
The words “preceding,” “following,” and words of similar import, mean
      immediately preceding or following.  References to a month or a year
      refer to calendar months and calendar years.

     

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

     

     

    
      
        
        

      

      
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    ARTICLE
      TWO

    
CONVEYANCE
      OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

     

    Section
      2.01.    Conveyance of
      Mortgage Loans.

     

    (a)           The
      Seller, concurrently with the execution and delivery of this Agreement, hereby
      transfers to the Depositor, without recourse, all the interest of the Seller
      in
      each Mortgage Loan, including all interest and principal received or receivable
      by the Seller on each Mortgage Loan after the Cut-off Date and all interest
      and
      principal payments on each Mortgage Loan received before the Cut-off Date for
      installments of interest and principal due after the Cut-off Date but not
      including payments of principal and interest due by the Cut-off Date. By the
      Closing Date, the Seller shall deliver to the Depositor or, at the Depositor’s
      direction, to the Trustee or other designee of the Depositor, the Mortgage
      File
      for each Mortgage Loan listed in the Mortgage Loan Schedule (except that, in
      the
      case of Mortgage Loans that are Delay Delivery Mortgage Loans, such delivery
      may
      take place within five Business Days of the Closing Date) as of the Closing
      Date.  The delivery of the Mortgage Files shall be made against
      payment by the Depositor of the purchase price, previously agreed to by the
      Seller and Depositor, for the Mortgage Loans.  With respect to any
      Mortgage Loan that does not have a first payment date on or before the Due
      Date
      in the month of the first Distribution Date, the Seller shall deposit into
      the
      Distribution Account on the first Distribution Account Deposit Date an amount
      equal to one month’s interest at the related Adjusted Mortgage Rate on the
      Cut-off Date Principal Balance of such Mortgage Loan.  On the Closing
      Date the Depositor shall also deposit or shall cause to be deposited (x) $1,000
      into the Carryover Reserve Fund for the benefit of the LIBOR
      Certificates  and (y) $100 into the Certificate Account for the
      benefit of the Class P Certificates.

     

    (b)           The
      Depositor, concurrently with the execution and delivery of this Agreement,
      hereby (i) 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 Swap Trustee and the
      Supplemental Interest Trustee to execute the Swap Contract and the Corridor
      Contract, respectively.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    (B)           the
      executed Security Agreement;

     

    (C)           the
      executed Proprietary Lease;

     

    (D)           the
      executed Recognition Agreement;

     

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

     

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

     


    
      
        
        

      

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

     

    In
      the
      event that in connection with any Mortgage Loan that is not a MERS Mortgage
      Loan
      the Depositor cannot deliver (a) the original recorded Mortgage, (b) all interim
      recorded assignments or (c) the lender’s title policy (together with all riders
      thereto) satisfying the requirements of clause (ii), (iii) or (v) above,
      respectively, concurrently with the execution and delivery of this Agreement
      because such document or documents have not been returned from the applicable
      public recording office in the case of clause (ii) or (iii) above, or because
      the title policy has not been delivered to either the Servicer or the Depositor
      by the applicable title insurer in the case of clause (v) above, then the
      Depositor shall promptly deliver to the Trustee, in the case of clause (ii)
      or
      (iii) above, the original Mortgage or the interim assignment, as the case may
      be, with evidence of recording indicated on when it is received from the public
      recording office, or a copy of it, certified, if appropriate, by the relevant
      recording office and in the case of clause (v) above, the original or a copy
      of
      a written commitment or interim binder or preliminary report of title issued
      by
      the title insurance or escrow company, with the original or duplicate copy
      thereof to be delivered to the Trustee upon receipt thereof.  The
      delivery of the original Mortgage Loan and each interim assignment or a copy
      of
      them, certified, if appropriate, by the relevant recording office, shall not
      be
      made later than one year following the Closing Date, or, in the case of clause
      (v) above, later than 120 days following the Closing Date.  If the
      Depositor is unable to deliver each Mortgage by that date and each interim
      assignment because any documents have not been returned by the appropriate
      recording office, or, in the case of each interim assignment, because the
      related Mortgage has not been returned by the appropriate recording office,
      the
      Depositor shall deliver the documents to the Trustee as promptly as possible
      upon their receipt and, in any event, within 720 days following the Closing
      Date.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    provided,
      however, that if the Seller fails to deliver a Mortgage File for any
      Delay Delivery Mortgage Loan within the period specified herein, the Seller
      shall use its best reasonable efforts to effect a substitution, rather than
      a
      repurchase of, such Deleted Mortgage Loan and provided further that the cure
      period provided for in Section 2.02 or in Section 2.03 shall not apply
      to the initial delivery of the Mortgage File for such Delay Delivery Mortgage
      Loan, but rather the Seller shall have five (5) Business Days to cure such
      failure to deliver.  At the end of such period, the Trustee shall send
      a Delay Delivery Certification for the Delay Delivery Mortgage Loans delivered
      during such period in accordance with the provisions of
      Section 2.02.

     

    (d)           Notwithstanding
      the foregoing, however, 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, as certified to the
      Trustee in writing by the Servicer, result in a withdrawal or a downgrading
      by
      any Rating Agency of the rating on any Class of Certificates; provided, however,
      that each assignment of Mortgage shall be submitted for recording by the Seller
      (at the direction of the Servicer) in the manner described above, at no expense
      to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable
      direction by the Holders of Certificates entitled to at least 25% of the Voting
      Rights, (ii) the occurrence of a bankruptcy, insolvency or foreclosure relating
      to the Seller, (iii) the occurrence of a servicing transfer as described in
      Section 7.02 hereof and (iv) if the Seller is not the Servicer and with respect
      to any one assignment or Mortgage, the occurrence of a bankruptcy, insolvency
      or
      foreclosure relating to the Mortgagor under the related
      Mortgage.  Notwithstanding the foregoing, if the 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.

     

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

     

    (f)           No
      Mortgage Loan shall be included in the Trust Fund that is (i) a “High-Cost Home
      Loan” as defined in the New Jersey Ownership Act effective November 27, 2003,
      (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection
      Act effective January 1, 2004, (iii) a “High-Cost Home Loan” as defined in the
      Massachusetts Predatory Home Loan Practices Act or (iv) a “High-Cost Home Loan”
as defined by the Indiana High Cost Home Loan Law effective January 1,
      2005.

     


    
      
        
        

      

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

     

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

     

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

     

    By
      the
      thirtieth day after the Closing Date (or if that day is not a Business Day,
      the
      succeeding Business Day), the Trustee shall deliver to the Depositor, the
      Servicer, and the Seller a Delay Delivery Certification with respect to the
      Mortgage Loans substantially in the form of Exhibit G-3, with any applicable
      exceptions noted thereon.

     

    By
      the
      ninetieth day after the Closing Date (or if that day is not a Business Day,
      the
      succeeding Business Day), the Trustee shall deliver to the Depositor, the
      Servicer and the Seller a Final Certification with respect to the Mortgage
      Loans
      in the form of Exhibit H-1, with any applicable exceptions noted
      thereon.

     

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

     

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

     


    
      
        
        

      

      
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    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 set forth herein.  The
      Servicer shall promptly deliver to the Trustee, upon the execution or receipt
      thereof, the originals of any other documents or instruments constituting the
      Mortgage File that come into the possession of the Servicer from time to
      time.

     

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

     

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

     

    (a)           IndyMac,
      in its capacities as Seller and Servicer, makes the representations and
      warranties in Schedule II, and by this reference incorporated in this Agreement,
      to the Depositor and the Trustee, as of the Closing Date.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    For
      any
      month in which the Seller substitutes one or more Substitute Mortgage Loans
      for
      one or more Deleted Mortgage Loans, the Servicer will determine the amount
      (if
      any) by which the aggregate principal balance of all such Substitute Mortgage
      Loans as of the date of substitution is less than the aggregate Stated Principal
      Balance of all such Deleted Mortgage Loans (after application of the scheduled
      principal portion of the monthly payments due in the month of
      substitution).  The amount of such shortage (the
“Substitution Adjustment Amount”) plus, if the Seller
      is not the Servicer, an amount equal to the aggregate of any unreimbursed
      Advances and Servicer Advances with respect to such Deleted Mortgage Loans
      shall
      be deposited into the Certificate Account by the Seller by the Distribution
      Account Deposit Date for the Distribution Date in the month succeeding the
      calendar month during which the related Mortgage Loan became required to be
      purchased or replaced hereunder.  If the Seller repurchases a Mortgage
      Loan, the Purchase Price therefor shall be deposited in the Certificate Account
      pursuant to Section 3.06 by the Distribution Account Deposit Date for the
      Distribution Date in the month following the month during which the Seller
      became obligated hereunder to repurchase or replace the Mortgage Loan and upon
      such deposit of the Purchase Price and receipt of a Request for Release in
      the
      form of Exhibit N, the Trustee shall release the related Mortgage File held
      for
      the benefit of the Certificateholders to such Person, and the Trustee shall
      execute and deliver at such Person’s direction such instruments of transfer or
      assignment prepared by such Person, in each case without recourse, as shall
      be
      necessary to transfer title from the Trustee.  The obligation under
      this Agreement of any Person to cure, repurchase, or replace any Mortgage Loan
      as to which a breach has occurred and is continuing shall constitute the sole
      remedy against the Person respecting the breach available to Certificateholders,
      the Depositor, or the Trustee on their behalf.

     

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

     


    
      
        
        

      

      
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    The
      Seller assigns to the Depositor and the Depositor assigns to the Trustee all
      rights the Seller might have under contracts with third parties relating to
      early payment defaults on the Mortgage Loans (“EPD
      Rights”) and the Servicer assumes any related duties as part of
      its servicing obligations.  Consistent with the Servicing Standard,
      the Servicer shall attempt to enforce the EPD rights.  If the
      Servicer’s enforcement of the EPD Rights obligates the Servicer to sell a
      Mortgage Loan to a third party, the Servicer shall repurchase the Mortgage
      Loan
      at the Purchase Price and sell the Mortgage Loan to the third party, provided
      however, in no case shall the Servicer be obligated to repurchase a Mortgage
      Loan on account of EPD Rights unless and until the Servicer shall have
      previously received repurchase payment from a third party.  The
      Servicer shall deposit into the Certificate Account all amounts received in
      connection with the enforcement of EPD Rights, not exceeding the Purchase Price,
      with respect to any Mortgage Loan.  Any amounts received by the
      Servicer with respect a Mortgage Loan in excess of the Purchase Price shall
      be
      retained by the Servicer as additional servicing compensation. The Trustee,
      upon
      receipt of certification from the Servicer of the deposit of the Purchase Price
      in connection with a repurchase of a Mortgage Loan and a Request for File
      Release from the Servicer, shall release or cause to be released to the
      purchaser of such Mortgage Loan the related Mortgage File and shall execute
      and
      deliver such instruments of transfer or assignment prepared by the purchaser
      of
      such Mortgage Loan, in each case without recourse, as shall be necessary to
      vest
      in the purchaser of such Mortgage Loan any Mortgage Loan released pursuant
      hereto and the purchaser of such Mortgage Loan shall succeed to all the
      Trustee’s right, title and interest in and to such Mortgage Loan and all
      security and documents related thereto.  Such assignment shall be an
      assignment outright and not for security.  The purchaser of such
      Mortgage Loan shall thereupon own such Mortgage Loan, and all security and
      documents, free of any further obligation to the Trustee or the
      Certificateholders with respect thereto.

     

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

     

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

     

    The
      representations and warranties in this Section 2.04 shall survive delivery
      of the Mortgage Files to the Trustee.  Upon discovery by the Depositor
      or the Trustee of any breach of any of the representations and warranties in
      this Section that materially and adversely affects the interest of the
      Certificateholders, the party discovering the breach shall give prompt written
      notice to the others and to each Rating Agency.

     

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

     

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

     


    
      
        
        

      

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

     

    Section
      2.06.    Execution and
      Delivery of Certificates.

     

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

     

    Section
      2.07.    REMIC
      Matters.

     

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

     


    
      
        
        

      

      
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    ARTICLE
      THREE


    
      ADMINISTRATION
        AND SERVICING OF MORTGAGE LOANS

    

     

    Section
      3.01.    Servicer to Service
      Mortgage Loans.

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Section
      3.02.    [Reserved].

     

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

     

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

     

    Section
      3.04.    [Reserved].

     

    Section
      3.05.    Trustee to Act as
      Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Section
      3.06.    Collection of
      Mortgage Loan Payments; Certificate Account; Distribution Account; Swap Account;
      Credit Support Collateral Account; Supplemental Interest Reserve
      Fund.

     

    (a)           In
      accordance with and to the extent of the Servicing Standard, the Servicer shall
      make reasonable efforts in accordance with the customary and usual standards
      of
      practice of prudent mortgage servicers to collect all payments called for under
      the Mortgage Loans to the extent the procedures are consistent with this
      Agreement and any related Required Insurance Policy.  Consistent with
      the foregoing, the Servicer may in its discretion (i) subject to Section 3.22,
      waive any Late Payment Fee or, subject to Section 3.21, waive any
      Prepayment Charge in connection with the prepayment of a Mortgage Loan and
      (ii)
      extend the due dates for payments due on a Delinquent Mortgage Loan for a period
      not greater than 125 days.  In connection with a seriously delinquent
      or defaulted Mortgage Loan, the Servicer may, consistent with the Servicing
      Standard, waive, modify or vary any term of that Mortgage Loan (including
      modifications  that change the Mortgage Rate, forgive the payment of
      principal or interest or extend the final maturity date of that Mortgage Loan
      ),
      accept payment from the related Mortgagor of an amount less than the Stated
      Principal Balance in final satisfaction of that Mortgage Loan, or consent to
      the
      postponement of strict compliance with any such term or otherwise grant
      indulgence to any Mortgagor if in the Servicer’s determination such waiver,
      modification, postponement or indulgence is not materially adverse to the
      interests of the Certificateholders (taking into account any estimated loss
      that
      might result absent such action) and is expected to minimize the loss on such
      Mortgage Loan; provided, however, the Servicer shall not initiate new lending
      to
      such Mortgagor through the Trust and cannot, except as provided in the
      immediately succeeding sentence, extend the maturity of any Mortgage Loan past
      the date on which the final payment is due on the latest maturing Mortgage
      Loan
      as of the Cut-off Date.  With respect to no more than 5% of the
      Mortgage Loans (measured by aggregate Cut-off Date Principal Balance of the
      Mortgage Loans), the Servicer may extend the maturity of a Mortgage Loan past
      the date on which the final payment is due on the latest maturing Mortgage
      Loan
      as of the Cut-off Date, but in no event more than one year past such 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.  The Servicer shall
      not be required to institute or join in litigation with respect to collection
      of
      any payment (whether under a Mortgage, Mortgage Note, or otherwise or against
      any public or governmental authority with respect to a taking or condemnation)
      if it reasonably believes that enforcing the provision of the Mortgage or other
      instrument pursuant to which the payment is required is prohibited by applicable
      law.  The Servicer shall not have the discretion to sell any
      Delinquent or defaulted Mortgage Loan.

     

    (b)           [reserved].

     

    (c)           [reserved].

     

    (d)           The
      Servicer shall establish and maintain a Certificate Account into which the
      Servicer shall deposit within two Business Days of receipt or as otherwise
      specified in this Agreement, the following payments and collections received
      by
      it in respect of Mortgage Loans after the Cut-off Date (other than in respect
      of
      principal and interest due on the Mortgage Loans by the Cut-off Date) and the
      following amounts required to be deposited hereunder:

     

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

     

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

     


    
      
        
        

      

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

     

    (iv)     any
      amount required to be deposited by the Servicer pursuant to Section 3.06(f)
      in connection with any losses on Permitted Investments;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    (iii)     any
      other amounts deposited under this Agreement that are required to be deposited
      in the Distribution Account.

     

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

     

    (f)           Each
      institution at which the Certificate Account is maintained shall invest the
      funds in such account as directed in writing by the Servicer in Permitted
      Investments, which shall mature not later than the second Business Day preceding
      the related Distribution Account Deposit Date (except that if the Permitted
      Investment is an obligation of the institution that maintains the account,
      then
      the Permitted Investment shall mature not later than the Business Day preceding
      the Distribution Account Deposit Date) and which shall not be sold or disposed
      of before its maturity.  The funds in the Distribution Account shall
      remain uninvested.  All such Permitted Investments shall be made in
      the name of the Trustee, for the benefit of the
      Certificateholders.  All income realized from any such investment of
      funds on deposit in the Certificate Account shall be for the benefit of the
      Servicer as servicing compensation and shall be remitted to it monthly as
      provided in this Agreement.  The amount of any realized losses on
      Permitted Investments in the Certificate Account shall promptly be deposited
      by
      the Servicer in the Certificate Account.  The Trustee shall not be
      liable for the amount of any loss incurred in respect of any investment or
      lack
      of investment of funds held in the Certificate Account and made in accordance
      with this Section 3.06.

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

    (iii)
      Funds on deposit in the Supplemental Interest Reserve Fund shall be distributed
      in the amounts and in the order described under Section 3.19(a).

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Section
      3.09.    Permitted Withdrawals
      from the Certificate Account, the Distribution Account, the Swap Account and
      the
      Supplemental Interest Reserve Fund.

     

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

     

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

     

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

     

    (iii)                 to
      reimburse the Servicer or successor Servicer for any Nonrecoverable Advance
      previously made by it;

     


    
      
        
        

      

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

     

    (v)              to
      reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer’s
      right to reimbursement pursuant to this clause (a) with respect to any Mortgage
      Loan being limited to amounts received on the Mortgage Loans that represent
      late
      recoveries of the payments for which the advances were made pursuant to
      Section 3.01 or Section 3.07, (b) unreimbursed Servicing Advances made
      in respect of a Mortgage Loan for which such Servicing Advances are no
      recoverable from the Mortgagor and (c) for unpaid Servicing Fees as provided
      in
      Section 3.12;

     

    (vi)             to
      pay to the purchaser, with respect to each Mortgage Loan or property acquired
      in
      respect of such Mortgage Loan that has been purchased pursuant to
      Section 2.02, 2.03, or 3.12, all amounts received thereon after the date of
      such purchase;

     

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

     

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

     

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

       

    

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (c)           On
      each Distribution Date, the Trustee shall make withdrawals from the Supplemental
      Interest Reserve Fund in the manner specified in Section 3.06 (and to withhold
      from the amounts so withdrawn the amount of any taxes that it is authorized
      to
      retain pursuant to the third paragraph of Section 8.11).  In addition,
      the Trustee may from time to time make withdrawals from the Supplemental
      Interest Reserve Fund for the following purposes:

     

    (i)           to
      withdraw any amount deposited in the Supplemental Interest Reserve Fund and
      not
      required to be deposited therein; and

     

    (ii)           to
      clear and terminate the Supplemental Interest Reserve Fund upon the earliest
      of
      (x) the reduction of the aggregate Class Certificate Balance of the LIBOR
      Certificates to zero, (y) the Corridor Contract Termination Date and (z) the
      termination of this Agreement pursuant to Section 9.01.

     

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

     

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

     

    (iv)           to
      clear and terminate the Swap Account upon the earliest of (x) the reduction
      of
      the aggregate Class Certificate Balance of the LIBOR Certificates to zero,
      (y)
      the Swap Contract Termination Date and (z) the termination of this Agreement
      pursuant to Section 9.01.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    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 (other than Late Payment Fees) by the related
      Mortgagor or out of Liquidation Proceeds to the extent permitted by
      Section 3.09.  No earthquake or other additional insurance is to
      be required of any Mortgagor or maintained on property acquired in respect
      of a
      Mortgage other than pursuant to any applicable laws and regulations in force
      that require additional insurance.  If the Mortgaged Property is
      located at the time of origination of the Mortgage Loan in a federally
      designated special flood hazard area and the area is participating in the
      national flood insurance program, the Servicer shall maintain flood insurance
      for the Mortgage Loan.  The flood insurance shall be in an amount
      equal to the least of (i) the original principal balance of the related Mortgage
      Loan, (ii) the replacement value of the improvements that are part of the
      Mortgaged Property, and (iii) the maximum amount of flood insurance available
      for the related Mortgaged Property under the national flood insurance
      program.

     

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

     

    (b)           The
      Servicer shall not take any action that would result in non-coverage under
      any
      applicable Primary Insurance Policy of any loss that, but for the actions of
      the
      Servicer, would have been covered thereunder.  The Servicer shall not
      cancel or refuse to renew any Primary Insurance Policy that is in effect at
      the
      date of the initial issuance of the Certificates and is required to be kept
      in
      force hereunder unless the replacement Primary Insurance Policy for the canceled
      or non-renewed policy is maintained with a Qualified Insurer.  The
      Servicer need not maintain any Primary Insurance Policy if maintaining the
      Primary Insurance Policy is prohibited by applicable law.  The
      Servicer agrees, to the extent permitted by applicable law, to effect the timely
      payment of the premiums on each Primary Insurance Policy, and any costs not
      otherwise recoverable shall be recoverable by the Servicer from the related
      liquidation proceeds.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Section
      3.12.    Realization Upon
      Defaulted Mortgage Loans.

     

    The
      Servicer shall use reasonable efforts in accordance with the Servicing Standard
      to foreclose on or otherwise comparably convert the ownership of assets securing
      such of the Mortgage Loans as come into and continue in default and as to which
      no satisfactory arrangements can be made for collection of delinquent
      payments.  In connection with the foreclosure or other conversion, the
      Servicer shall follow the Servicing Standard and shall follow the requirements
      of the insurer under any Required Insurance Policy.  The Servicer
      shall not be required to expend its own funds in connection with any foreclosure
      or towards the restoration of any property unless it determines (i) that the
      restoration or foreclosure will increase the proceeds of liquidation of the
      Mortgage Loan after reimbursement to itself of restoration expenses and (ii)
      that restoration expenses will be recoverable to it through Liquidation Proceeds
      (respecting which it shall have priority for purposes of withdrawals from the
      Certificate Account).  The Servicer shall be responsible for all other
      costs and expenses incurred by it in any foreclosure proceedings.  The
      Servicer is entitled to reimbursement of such costs and expenses from the
      liquidation proceeds with respect to the related Mortgaged Property, as provided
      in the definition of Liquidation Proceeds.  If the Servicer has
      knowledge that a Mortgaged Property that the Servicer is contemplating acquiring
      in foreclosure or by deed in lieu of foreclosure is located within a one mile
      radius of any site listed in the Expenditure Plan for the Hazardous Substance
      Clean Up Bond Act of 1984 or other site with environmental or hazardous waste
      risks known to the Servicer, the Servicer will, before acquiring the Mortgaged
      Property, consider the risks and only take action in accordance with its
      established environmental review procedures.

     

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

     

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

     

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

     


    
      
        
        

      

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

     

    The
      proceeds from any liquidation of a Mortgage Loan, as well as any proceeds from
      an REO Property, will be applied in the following order of
      priority:  first, to reimburse the Servicer for any related
      unreimbursed Servicing Advances or Servicing Fees or for any related
      unreimbursed Advances, as applicable; second, to reimburse the Servicer, as
      applicable, and to reimburse the Certificate Account for any Nonrecoverable
      Advances (or portions thereof) that were previously withdrawn by the Servicer
      pursuant to Section 3.09(a)(iii) that related to the Mortgage Loan; third,
      to accrued and unpaid interest (to the extent no Advance has been made for
      such
      amount or any such Advance has been reimbursed) on the Mortgage Loan or related
      REO Property, at the Adjusted Net Mortgage Rate to the Due Date occurring in
      the
      month in which such amounts are required to be distributed; and fourth, as
      a
      recovery of principal of the Mortgage Loan.  The Servicer will retain
      any Excess Proceeds from the liquidation of a Liquidated Mortgage Loan as
      additional servicing compensation pursuant to Section 3.15.

     

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

     

    The
      Servicer shall deposit the Purchase Price for any Mortgage Loan repurchased
      pursuant to Section 3.12 in the Certificate Account pursuant to
      Section 3.06 within one Business Day after the purchase of the Mortgage
      Loan.  Upon receipt by the Trustee of written notification of any such
      deposit signed by a Servicing Officer, the Trustee shall release to the Servicer
      the related Mortgage File and shall execute and deliver such instruments of
      transfer or assignment, in each case without recourse, as shall be necessary
      to
      vest in the Servicer any Mortgage Loan previously transferred and assigned
      pursuant hereto.  The Servicer covenants and agrees to indemnify the
      Trust Fund against any liability for any “prohibited transaction” taxes and any
      related interest, additions, and penalties imposed on the Trust Fund established
      hereunder as a result of any modification of a Mortgage Loan effected pursuant
      to this Section, or any purchase of a Mortgage Loan by the Servicer in
      connection with a modification (but such obligation shall not prevent the
      Servicer or any other appropriate Person from contesting any such tax in
      appropriate proceedings and shall not prevent the Servicer from withholding
      payment of such tax, if permitted by law, pending the outcome of such
      proceedings).  The Servicer shall have no right of reimbursement for
      any amount paid pursuant to the foregoing indemnification, except to the extent
      that the amount of any tax, interest, and penalties, together with interest
      thereon, is refunded to the Trust Fund.

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    The
      Servicer shall account fully to the Trustee for any funds it receives or
      otherwise collects as Liquidation Proceeds or Insurance Proceeds in respect
      of
      any Mortgage Loan.  All Mortgage Files and funds collected or held by,
      or under the control of, the Servicer in respect of any Mortgage Loans, whether
      from the collection of principal and interest payments or from Liquidation
      Proceeds, including any funds on deposit in the Certificate Account, shall
      be
      held by the Servicer for and on behalf of the Trustee and shall be and remain
      the sole and exclusive property of the Trustee, subject to the applicable
      provisions of this Agreement.  The Servicer also agrees that it shall
      not create, incur or subject any Mortgage File or any funds that are deposited
      in the Certificate Account, 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.

     


    
      
        
        

      

      
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    Section
      3.15.    Servicing
      Compensation.

     

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

     

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

     

    Section
      3.16.    Access to Certain
      Documentation.

     

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

     

    Section
      3.17.    Annual Statement as
      to Compliance.

     

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

     

    (b)           [Reserved].

     

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

     


    
      
        
        

      

      
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    Section
      3.18.    Errors and Omissions
      Insurance; Fidelity Bonds.

     

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

     

    Section
      3.19.    The Corridor Contract
      and the Swap Contract.

     

    (a)           The
      Depositor shall cause the Supplemental Interest Trustee to enter into the
      Corridor Contract.  The Supplemental Interest Trustee’s rights to
      receive certain proceeds of the Corridor Contract shall not be an asset of
      the
      Trust Fund or of any REMIC.  The Supplemental Interest Trustee shall
      deposit any amounts received from time to time from the Corridor Counterparty
      into the Supplemental Interest Reserve Fund.

     

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

     

    
      Beginning
        on the Distribution Date in July 2007 and on each Distribution Date thereafter
        through the Corridor Contract Termination Date, amounts received on the Corridor
        Contract will be paid to the Supplemental Interest Trustee.  The
        Supplemental Interest Trustee will then disburse the portion of these amounts
        that is owed to the LIBOR Certificates to the Distribution
        Account.  These amounts will be distributed pursuant to Section
        4.02(f).

    

     

    Any
      amounts remaining after this application will be transferred to the Supplemental
      Interest Trust and then distributed to the Class C Certificates and will not
      be
      available for the payment of any Net Rate Carryover on any class of certificates
      on future Distribution Dates.  If the Corridor Contract is subject to
      an early termination, any early termination payment received by the Supplemental
      Interest Trust in respect of the Corridor Contract will be deposited by the
      Supplemental Interest Trustee into the Supplemental Interest Reserve Fund for
      payments on future Distribution Dates until the Corridor Contract Termination
      Date.

    
    


    
      
        
        

      

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

     

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

     

    In
      the
      event that the corridor counterparty in respect of a replacement Corridor
      Contract pays any upfront amount to the Supplemental Interest Trustee, any
      portion of such upfront amount paid by the Corridor Counterparty in respect
      of a
      replacement Corridor Contract that is remitted to the Supplemental Interest
      Trustee shall be available for distribution on each succeeding Distribution
      Date
      in the manner described in Section 3.19(a).

     

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

     

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

     

    On
      the
      Business Day preceding each Distribution Date, the Swap Trustee shall notify
      the
      Trustee of any amounts distributable to the LIBOR Certificates pursuant to
      Section 4.02(d) that will remain unpaid following all distributions to be
      made on such Distribution Date pursuant to Section 4.02(a) through
      (c).

     


    
      
        
        

      

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

     

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

     

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

     

    In
      the
      event that the Swap Counterparty in respect of a replacement swap contract
      pays
      any upfront amount to the Swap Trustee, any portion of such upfront amount
      paid
      by the Swap Counterparty in respect of a replacement swap contract that is
      remitted to the Swap Trustee shall be available, to the extent that the Interest
      Funds and the Principal Remittance Amount were used on prior Distribution Dates
      to cover any Swap Termination Payments due to that Swap Counterparty under
      the
      original Swap Contract, for distribution on each succeeding Distribution Date
      in
      the manner described in Section 4.02(d).

     


    
      
        
        

      

      
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    The
      Swap
      Counterparty shall be an express third party beneficiary of this Agreement
      for
      the purpose of enforcing the provisions hereof to the extent of the Swap
      Counterparty’s rights explicitly specified herein as if a party to this
      Agreement.

     

    Section
      3.20.    Notification of
      Adjustments.

     

    On
      each
      Adjustment Date and Payment Adjustment Date, the Servicer shall make interest
      rate and payment adjustments, respectively, for each Mortgage Loan in compliance
      with the requirements of the related Mortgage and Mortgage Note and applicable
      regulations.  The Servicer shall execute and deliver the notices
      required by each Mortgage and Mortgage Note and applicable regulations regarding
      interest rate adjustments and Scheduled Payment 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 and Scheduled Payment
      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 Scheduled Payment pursuant to the terms of the related Mortgage Note and
      Mortgage, the Servicer shall immediately deposit in the Certificate Account
      from
      its own funds the amount of any loss caused thereby without reimbursement
      therefor; provided, however, the Servicer shall not be liable with respect
      to
      any interest rate adjustments or Scheduled Payment adjustments made by any
      servicer prior to the Servicer.

     

    Section
      3.21.    Prepayment
      Charges.

     

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

     

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

     

    (c)           The
      Seller represents and warrants to the Depositor and the Trustee , as of the
      Closing Date, that the information 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, except as the enforceability thereof is limited
      due
      to acceleration in connection with a foreclosure or other involuntary
      payment.

     


    
      
        
        

      

      
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    (d)           Upon
      discovery by the Servicer or upon actual knowledge by a Responsible Officer
      of
      the Trustee (provided, however, that the Trustee shall have no obligation to
      conduct an independent investigation or inquiry in relation thereto) of a breach
      of the foregoing clause (c) that materially and adversely affects the right
      of
      the Holders of the Class P Certificates to any Prepayment Charge, the party
      discovering the breach shall give prompt written notice to the other
      parties.  Within 60 days of the earlier of discovery by the Servicer
      or receipt of notice by the Servicer of breach, the Servicer shall cure the
      breach in all material respects or shall pay into the Certificate Account the
      amount of the Prepayment Charge that would otherwise be due from the Mortgagor,
      less any amount representing such Prepayment Charge previously collected and
      paid by the Servicer into the Certificate Account.

     

    Section
      3.22.    Late Payment
      Fees.

     

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

     

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

     

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

     


    
      
        
        

      

      
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    ARTICLE
      FOUR

     

    DISTRIBUTIONS
      AND ADVANCES BY THE SERVICER

     

    Section
      4.01.    Advances.

     

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

     

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

     

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

     


    
      
        
        

      

      
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    Section
      4.02.    Priorities of
      Distribution.

     

    (a)           Distributions
      of Interest Funds.  On each Distribution Date, the aggregate
      Interest Funds for such Distribution Date shall be allocated by the Trustee
      from
      the Distribution Account in the following priority, until such Interest Funds
      have been fully distributed:

     

    (i)       from
      the Interest Funds related to each Loan Group in the following
      priority:

     

    (A)           to
      the Swap Account, the Allocable Portion of any Net Swap Payment and Swap
      Termination Payments (other than a Swap Termination Payment due to a Swap
      Counterparty Trigger Event) payable to the Swap Counterparty under the Swap
      Contract with respect to that Distribution Date;

     

    (B)           concurrently
      to each Class of interest-bearing Senior Certificates related to that Loan
      Group, the Current Interest and Interest Carry Forward Amount for each such
      Class and that Distribution Date, pro rata, based on the Current Interest and
      Interest Carry Forward Amount for each such Class and that Distribution Date;
      and

     

    (ii)      the
      Interest Funds remaining undistributed from each Loan Group will be aggregated
      and distributed as follows:

     

     

    (A)           concurrently,
      to each Class of interest-bearing Senior Certificates, pro rata, based on their
      respective entitlements for that Distribution Date, Current Interest and any
      Interest Carry Forward Amount remaining unpaid;

     

    (B)           sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
      Class M-7, Class M-8 and Class M-9 Certificates, in that order, the Current
      Interest and Interest Carry Forward Amount for each such Class and that
      Distribution Date; and

     

    (iii)     for
      application as part of the Excess Cashflow for that Distribution Date, pursuant
      to Section 4.02(c) below.

     

    (b)           Distributions
      of Principal Distribution Amount.  On each Distribution Date, an
      amount up to the aggregate Principal Distribution Amount for that Distribution
      Date shall be distributed (with the aggregate Principal Remittance Amount being
      applied first and the Extra Principal Distribution Amount being applied
      thereafter) by the Trustee from the Distribution Account in the following
      priority until the aggregate Principal Distribution Amount has been fully
      distributed:

     

    (i)       For
      each Distribution Date prior to the Stepdown Date or on which a Trigger Event
      is
      in effect, in the following priority:

     

    (1)
      concurrently:

     

    (x)
      from
      the Principal Distribution Amount for Loan Group 1 in the following
      priority:

     

    (A)                  to
      the Swap Account, the product of the (x) Allocable Portion for that Distribution
      Date for that Loan Group and (y) the Net Swap Payment and Swap Termination
      Payment, payable to the Swap Counterparty with respect to that Distribution
      Date
      not previously paid from the Interest Funds;

     


    
      
        
        

      

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

     

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

     

    (D)                  concurrently,
      to the Class 2-A-1, Class 2-A-2, Class 2-A-3 Certificates, pro rata (after
      any
      distributions to such Classes pursuant to clause (y)(ii) below), until their
      Class Certificates Balances are reduced to zero; and

     

    (y)
      from
      the Principal Distribution Amount for Loan Group 2 in the following
      priority:

     

    (A)                  to
      the Swap Account, the product of the (x) Allocable Portion for that Distribution
      Date for that Loan Group and (y) the Net Swap Payment and Swap Termination
      Payment, payable to the Swap Counterparty with respect to that Distribution
      Date
      not previously paid from the Interest Funds;

     

    (B)                  concurrently,
      to the Class 2-A-1, Class 2-A-2 and Class 2-A-3 Certificates, pro rata, until
      their respective Class Certificate Balances are reduced to zero;
      and

     

    (C)                  concurrently,
      to Class 1-A-1 and Class 1-A-2 Certificates, pro rata, (after any distribution
      to such Classes pursuant to clause (x)(C) above), until their Class Certificate
      Balances are reduced to zero;

     

    (2)
      from
      the remaining Principal Distribution Amount for each Loan Group, in the
      following priority:

     

    (x)           sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, until their respective
      Class Certificate Balances are reduced to zero; and

     

    (y)           any
      remainder as part of the Excess Cashflow to be allocated as described under
      Section 4.02(c) below.

     

    (ii)                 For
      each Distribution Date on or after the Stepdown Date and so long as a Trigger
      Event is not in effect, in the following priority:

     

    (1)
      concurrently:

     

    (x)
      from
      the Principal Distribution Amount for Loan Group 1 in the following
      priority:

     


    
      
        
        

      

      
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    (A)                  to
      the Swap Account, the product of the (x) related Allocable Portion for that
      Distribution Date and for that Loan Group and (y) the Net Swap Payment and
      Swap
      Termination Payment, payable to the Swap Counterparty with respect to that
      Distribution Date not previously paid from the Interest Funds;

     

    (B)                  in
      an amount up to the Group 1 Senior Principal Distribution Amount for that
      Distribution Date, concurrently, to the Class 1-A-1 and Class 1-A-2
      Certificates, pro rata, until their respective Class Certificate Balances are
      reduced to zero; and

     

    (C)                  concurrently,
      to the Class 2-A-1, Class 2-A-2, Class 2-A-3 Certificates, pro rata (after
      any
      distributions to such Classes pursuant to clause (y) below), any Group 2 Senior
      Principal Distribution Amount remaining undistributed for that Distribution
      Date, until their Class Certificates Balances are reduced to zero;
      and

     

    (y)
      from
      the Principal Distribution Amount for Loan Group 2 in the following
      priority:

     

    (A)                  to
      the Swap Account, the product of the (x) Allocable Portion for that Distribution
      Date and Loan Group and (y) the Net Swap Payment and Swap Termination Payment,
      payable to the Swap Counterparty with respect to that Distribution Date not
      previously paid from the Interest Funds;

     

    (B)                  in
      an amount up to the Group 2 Senior Principal Distribution Amount for that
      Distribution Date, concurrently, to the Class 2-A-1, Class 2-A-2 and Class
      2-A-3
      Certificates, pro rata, until their respective Class Certificate Balances are
      reduced to zero; and

     

    (C)                  concurrently,
      to Class 1-A-1 and Class 1-A-2 Certificates, pro rata, (after any distribution
      to such Classes pursuant to clause (x)(ii) above), any Group 1 Senior Principal
      Distribution Amount remaining undistributed for that Distribution Date, until their Class Certificate
      Balances are reduced to zero; and

     

    (2)
      from
      the remaining Principal Distribution Amount for each Loan Group, as
      follows:

     

    (x)           sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, the Subordinated
      Class
      Principal Distribution Target Amount for each such Class for that Distribution
      Date, in each case until its Class Certificate Balance is reduced to zero;
      and

     

    (y)           any
      remainder as part of the Excess Cashflow to be allocated as described under
      4.02(c) below.

     


    
      
        
        

      

      
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    (c)           Distributions
      of Excess Cashflow.  With respect to any Distribution Date, any
      Excess Cashflow will be paid to the Classes of Certificates in the following
      priority, in each case to the extent of remaining Excess Cashflow:

     

    (i)       to
      the Classes of Certificates then entitled to receive distributions in respect
      of
      principal, in an amount equal to the Extra Principal Distribution Amount for
      that Distribution Date, distributable to those Classes as part of the Principal
      Distribution Amount pursuant to Section 4.02(b) of this Agreement;

     

    
      (ii)                 concurrently
        and pro rata based on the aggregate Unpaid Realized Loss AMOUnt for the Senior
        Certificates in each Senior Certificate Group (x) sequentially, to the Class
        1-A-1 and Class 1-A-2 Certificates, in that order, the Unpaid Realized Loss
        Amount for each such Class; and (y) sequentially, to the Class 2-A-1, Class
        2-A-2 and Class 2-A-3 Certificates, in that order, the Unpaid Realized Loss
        Amount for each such Class;

    

     

    (iii)                 sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, the Unpaid Realized
      Loss Amount for each such Class;

     

    (iv)                 concurrently,
      to each Class of LIBOR Certificates, pro rata based on their unpaid Net Rate
      Carryover, any Net Rate Carryover for each such Class (after giving effect
      to
      distributions from the Supplemental Interest Trust);

     

    (v)                 to
      the Swap Trust to pay any unpaid Swap Termination Payment due to the Swap
      Counterparty under the Swap Contract;

     

    (vi)                 to
      the Class C Certificates, the Class C Distributable Amount; and

     

    (vii)                 to
      the Class A-R Certificates.

     

    
      (d)           (i)
        On each Distribution Date on or prior to the Swap Contract Termination Date,
        following the deposits to the Swap Account pursuant to Section 3.06(g) and
        the distributions described under Section 4.02(a), (b), (c) and (f), the
        Trustee shall distribute amounts on deposit in the Swap Account in the following
        amounts and order of priority:

    

     

    (A)           to
      the Swap Counterparty, any Net Swap Payment and Swap Termination Payment (other
      than any Swap Termination Payments due to a Swap Counterparty Trigger
      Event);

     

    (B)           concurrently,
      to each Class of interest-bearing Senior Certificates, any Current Interest
      and
      Interest Carry Forward Amount remaining unpaid, pro rata based on the Current
      Interest and Interest Carry Forward Amount for each such Class and that
      Distribution Date;

     

    (C)           sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, in each case in an
      amount equal to any Current Interest and Interest Carry Forward Amount remaining
      unpaid for such Class;

     


    
      
        
        

      

      
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    (D)           to
      the Class or Classes of Certificates then entitled to receive distributions
      in
      respect of principal, any remaining Overcollateralization Deficiency
      Amount;

     

    
      (E)           concurrently
        and pro rata based on the aggregate Unpaid Realized Loss Amount for the Senior
        Certificates in each Senior Certificate Group (x) sequentially, the Class
        1-A-1
        and Class 1-A-2 Certificates, in that order, the Unpaid Realized Loss amount
        for
        each such Class; and (y) sequentially, to the Class 2-A-1, Class 2-A-2 and
        Class
        2-A-3 Certificates, in that order, the Unpaid Realized Loss Amount for such
        Class;

    

     

    (F)           sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, the Unpaid Realized
      Loss Amount for each such Class;

     

    (G)           concurrently,
      to each Class of Senior Certificates (other than the Class A-R Certificates),
      pro rata, based on their entitlements, any remaining Net Rate Carryover for
      each
      such Class (after giving effect to distributions from the Supplemental Interest
      Trust);

     

    (H)           sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class M-9 Certificates, in that order, any remaining Net
      Rate
      Carryover for each such Class (after giving effect to distributions from the
      Supplemental Interest Trust);

     

    (I)           to
      the Swap Counterparty any Swap Termination Payment owed due to a Swap
      Counterparty Trigger Event; and

     

    (J)           to
      the Holders of the Class C Certificates.

     

    Notwithstanding
      the foregoing, the cumulative amount paid with respect to clause (D) above
      shall
      not, on any Distribution Date, exceed the cumulative amount of Realized Losses
      incurred on the Mortgage Loans as of that Distribution Date.

    


    (e)           To
      the extent that a Class of LIBOR Certificates receives interest in excess of
      the
      Available Funds Rate Cap, such interest shall be deemed to have been paid to
      the
      Carryover Reserve Fund and then paid by the Carryover Reserve Fund to those
      Certificateholders.  For purposes of the Code, amounts deemed
      deposited in the Carryover Reserve Fund shall be deemed to have first been
      distributed to the Class C Certificates.

     

    
      
        (f)           Prior
          to distributions pursuant to clauses (d) and (e) above, amounts deposited
          in the
          Distribution Account by the Supplemental Interest Trustee from payments
          under
          the Corridor Contract shall be distributed in the following
          priority:  (1) concurrently, to the Classes of interest-bearing Senior
          Certificates, pro rata, to pay any Net Rate Carryover for each such Class;
          and (2) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
          Class
          M-5 Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, in that
          order,
          to pay any Net Rate Carryover for each such Class.

         

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

         

      

    


    
      
        
        

      

      
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    (h)           [Reserved]

     

    (i)           Application
      of Applied Realized Loss Amounts.  On each Distribution Date, the
      Trustee shall allocate the Applied Realized Loss Amount to reduce the Class
      Certificate Balances of the Subordinated Certificates, sequentially, to the
      Class M-9, Class M-8, Class M-7, Class M-6, Class M-5, Class M-4, Class M-3,
      Class M-2 and Class M-1 Certificates, in that order, until their Class
      Certificate Balances are reduced to zero.  After the Class Certificate
      Balance of each Class of Subordinated Certificates have been reduced to zero,
      (i) if the aggregate Class Certificate Balance of the Group 1 Senior
      Certificates exceeds the aggregate Stated Principal Balance of the Mortgage
      Loans in Loan Group 1, the amount of that excess will be allocated,
      sequentially, to the Class 1-A-2 and Class 1-A-1 Certificates, in that order,
      until their respective Class Certificate Balances are reduced to zero; and
      (ii)
      if the aggregate Class Certificate Balance of the Group 2 Senior Certificates
      exceeds the aggregate Stated Principal Balance of the Mortgage Loans in Loan
      Group 2, the amount of that excess will be allocated, sequentially, to the
      Class
      2-A-3, Class 2-A-2 and Class 2-A-1 Certificates, in that order, until their
      respective Class Certificate Balances are reduced to zero.

     

    (j)           Application
      of Subsequent Recoveries.  If Subsequent Recoveries have been
      received with respect to a Liquidated Mortgage Loan in a Loan Group, the amount
      of such Subsequent Recoveries will be applied to the related Classes of
      Certificates as follows: (a) in the case of Group 1 Certificates, sequentially,
      to the Class 1-A-1 and Class 1-A-2 Certificates, in that order, and (b) in
      the
      case of Group 2 Certificates, sequentially, to the Class 2-A-1, Class 2-A-2
      and
      Class 2-A-3 Certificates, in that order, in each case to increase the Class
      Certificate Balance of each such Class in an amount up to the amount of Unpaid
      Realized Loss Amounts on such Class.  Following application of
      Subsequent Recoveries to the related Senior Certificates any remaining amounts
      from both Loan Groups will be distributed sequentially, in the order of payment
      priority, to increase the Class Certificate Balance of each Class of
      Subordinated Certificates to which Realized Losses have been allocated, but
      in
      each case by not more than the amount of Unpaid Realized Loss Amounts on that
      Class of Certificates.  Holders of such Certificates will not be
      entitled to any payment in respect of Current 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 pro
      rata to the Certificate Balance of each Certificate of such Class.

     

    (k)           Notwithstanding
      anything to the contrary in this Agreement, for so long as any Hedged
      Certificates are held by the Seller or its Affiliates, the Supplemental Interest
      Trustee and Swap Trustee, as applicable, shall not knowingly distribute any
      amounts received under the Corridor Contract or Swap Contract, as applicable,
      in
      respect of any Hedged Certificates held by the Seller or any of its Affiliates,
      and any such amounts shall instead be distributed in accordance with Section
      3.19 excluding those Certificates that are held by the Seller or its
      Affiliates.  At least six (6) Business Days prior to the related
      Distribution Date, the Seller shall make available to the Supplemental Interest
      Trustee and Swap Trustee, as applicable, a statement containing the names of
      the
      Seller and/or any of its Affiliates that own any Certificates during the
      immediately preceding Interest Accrual Period and/or as of the date of the
      such
      statement to the Supplemental Interest Trustee and Swap Trustee, as
      applicable.  The Seller and its Affiliates hereby agree that 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 Supplemental Interest Trustee and Swap Trustee, as
      applicable, until the first day following the related Distribution
      Date.  Any amounts received by the Seller or any of its Affiliates
      under the Corridor Contract or Swap Contract, as applicable, in respect of
      any
      Certificates owned by the Seller or any of its Affiliates, or in error or
      otherwise, shall be immediately returned by the Seller to the Supplemental
      Interest Trustee and Swap Trustee, as applicable, and then distributed by the
      Supplemental Interest Trustee and Swap Trustee, as applicable, to other entitled
      Certificateholders of such Class in accordance with Section 3.19 and if no
      such
      other Certificateholders, to Merrill Lynch, Pierce, Fenner & Smith
      Incorporated.”

     


    
      
        
        

      

      
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    Section
      4.03.    [Reserved].

     

    Section
      4.04.    Allocation of Net
      Deferred Interest

     

    
      Any
        Net Deferred Interest on a
        Distribution Date for a Loan Group will be allocated to each related Class
        of
        LIBOR Certificates, pro rata, based on their respective Class Certificate
        Balances (or in the case of the Subordinated Certificates based on the related
        Allocable Portion of their respective Class Certificate Balances) in reduction
        of Current Interest otherwise distributable to that Class; provided, however,
        the amount of Net Deferred Interest allocated to any Class of Certificates
        on a
        Distribution Date will not exceed the amount of Current Interest for that
        Class
        for that Distribution Date.  To the extent that any Net Deferred
        Interest allocated to a Class of Certificates would exceed the amount of
        Current
        Interest for that Class for that Distribution Date, the amount of that excess
        will be allocated to the Class C Certificates to the extent distributions
        would
        otherwise be made to the Class C Certificates.  Thereafter, that
        excess amount will be allocated among the Classes of Certificates, in proportion
        to, and up to, the amount of any remaining interest otherwise distributable
        on
        the Certificates.

    

    


    Any
      Net
      Deferred Interest allocated to a Class of Certificates will be added to the
      Class Certificate Balance of the applicable Class of Certificates.

    


    Section
      4.05.    Monthly Statements to
      Certificateholders.

     

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

     

    (i)       the
      applicable Record Dates, Interest Accrual Periods and Determination Dates for
      calculating distributions for 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 and the amount
      of
      Advances included in the distribution on the Distribution Date;

     

    (iii)                 the
      Servicing Fee and Trustee Fee for such Distribution Date;

     

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

     

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

     

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

     

    (vii)                 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;

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (A)           the
      weighted average mortgage rate of the Mortgage Loans, and

     

    (B)           the
      weighted average remaining term to maturity of the Mortgage Loans;

     

    (xiii)                 the
      number and aggregate outstanding balance of the Mortgage Loans as of the end
      of
      the preceding calendar month:

     

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

     

    (xiv)                 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;

     

    (xv)                 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;

     

    (xvi)                 the
      total number and principal balance of any REO Properties as of the close of
      business on the Determination Date preceding the Distribution Date;

     

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

     


    
      
        
        

      

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

     

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

     

    (xx)                 
      the aggregate number and outstanding principal balance of Mortgage Loans
      repurchased during the related Due Period due to material breaches of
      representations and warranties regarding such Mortgage Loans;

     

    (xxi)                 Deferred
      Interest, Net Deferred Interest and Net Rate Carryover for each Class of
      Certificates;

     

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

     

    (xxiii)               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; and

     

    (xxiv)               Prepayment
      Charges and Late Payment Fees collected, waived, and paid by the
      Servicer.

     

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

     

    By
      the
      Reporting Date the Servicer shall provide to the Trustee in electronic form
      the
      information needed to determine the distributions to be made pursuant to Section
      4.02 and any other information on which the Servicer and the Trustee mutually
      agree.

     

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

     

    (c)           Within
      a reasonable period of time after the end of each calendar year, the Trustee
      shall cause to be furnished to each Person who at any time during the calendar
      year was a Certificateholder, a statement containing the information set forth
      in clauses (a)(v) and (a)(vi) of this Section 4.05 aggregated for such calendar
      year or applicable portion thereof during which such Person was a
      Certificateholder.  Such obligation of the Trustee shall be deemed to
      have been satisfied to the extent that substantially comparable information
      shall be provided by the Trustee pursuant to any requirements of the Code as
      from time to time in effect.

     


    
      
        
        

      

      
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    Section
      4.06.    Carryover Reserve
      Fund.

     

    (a)           On
      the Closing Date, the Trustee shall establish and maintain in its name, in
      trust
      for the benefit of the Holders of the LIBOR Certificates, a Carryover Reserve
      Fund, into which $1,000 shall be deposited upon receipt of such
      funds.  The Carryover Reserve Fund shall be 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 held pursuant to this Agreement. The Carryover Reserve Fund
      shall
      not be an asset of any REMIC established by this Agreement.

     

    (b)           The
      Trustee shall withdraw funds from the Carryover Reserve Fund for distribution
      to
      the LIBOR Certificates and the Class C Certificates in the manner specified
      in
      Section 4.02(e) (and to withhold from the amounts so withdrawn the amount of
      any
      taxes that it is authorized to retain pursuant to the third paragraph of Section
      8.11).  In addition, the Trustee may from time to time make
      withdrawals from the Carryover Reserve Fund for the following
      purposes:

     

    (i)       to
      withdraw any amount deposited in the Carryover Reserve Fund and not required
      to
      be deposited therein; and

     

    (ii)      clear
      and terminate the Carryover Reserve Fund upon the termination of this Agreement
      pursuant to Section 9.01.

     

    (c)           Funds
      in the Carryover Reserve Fund shall not be invested.

     

    (d)           Upon
      termination of the Trust Fund any amounts remaining in the Carryover Reserve
      Fund shall be distributed to the Class C Certificates and will not be available
      to cover any Net Rate Carryover on subsequent Distribution Dates.

     

    Section
      4.07.    Determination of
      Pass-Through Rates for LIBOR Certificates.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    (ii)                 If
      on any LIBOR Determination Date only one or none of the Reference Banks provides
      such offered quotations, LIBOR for the next Interest Accrual Period for a Class
      of LIBOR Certificates shall be whichever is the higher of (i) LIBOR as
      determined on the previous LIBOR Determination Date or (ii) the Reserve Interest
      Rate.  The “Reserve Interest Rate” shall be the rate per annum which
      the Trustee determines to be either (i) the arithmetic mean (rounded upwards
      if
      necessary to the nearest whole multiple of 1/32%) of the one-month United States
      dollar lending rates that New York City banks selected by the Trustee are
      quoting, on the relevant LIBOR Determination Date, to the principal London
      offices of at least two of the Reference Banks to which such quotations are,
      in
      the opinion of the Trustee, being so made, or (ii) in the event that the Trustee
      can determine no such arithmetic mean, the lowest one-month United States dollar
      lending rate which New York City banks selected by  the Trustee are
      quoting on such LIBOR Determination Date  to leading European
      banks.

     

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

     

    (c)           Until
      all of the LIBOR Certificates are paid in full, the Trustee will at all times
      retain at least four Reference Banks for the purpose of determining LIBOR with
      respect to each LIBOR Determination Date.  The Servicer initially
      shall designate the Reference Banks.  Each “Reference Bank” shall be a
      leading bank engaged in transactions in Eurodollar deposits in the international
      Eurocurrency market, shall not control, be controlled by, or be under common
      control with, the Trustee and shall have an established place of business in
      London.  If any such Reference Bank should be unwilling or unable to
      act as such or if the Servicer should terminate its appointment as Reference
      Bank, the Trustee shall promptly appoint or cause to be appointed another
      Reference Bank.  The Trustee shall have no liability or responsibility
      to any Person for (i) the selection of any Reference Bank for purposes of
      determining LIBOR or (ii) any inability to retain at least four Reference Banks
      which is caused by circumstances beyond its reasonable control.

     

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

     

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

     

    (f)           The
      establishment of LIBOR and 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.

     


    
      
        
        

      

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

     

    Section
      4.08.    Supplemental Interest
      Trust and Swap Trust.

     

    (a)           On
      the Closing Date, there is hereby established a separate trust (the
“Supplemental Interest Trust”), the assets of which
      shall consist of the Supplemental Interest Trustee’s rights and obligations
      under the Corridor Contract and that will be treated as a “grantor trust” for
      federal income tax purposes.  The Supplemental Interest Trust shall be
      maintained by the Supplemental Interest Trustee

     

    (b)           On
      the Closing Date, there is hereby established a separate trust (the
“Swap Trust”), the assets of which shall consist of
      the Swap Trustee’s rights and obligations under the Swap Contract and that will
      be treated as a “grantor trust” for federal income tax purposes.  The
      Swap Trust shall be maintained by the Swap Trustee.

     


    
      
        
        

      

      
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    ARTICLE
      FIVE

     

    THE
      CERTIFICATES

     

    Section
      5.01.    The
      Certificates.

     

    The
      Certificates shall be substantially in the forms attached hereto as
      exhibits.  The Certificates shall be issuable in registered form, in
      the minimum denominations, integral multiples of $1,000 in excess thereof
      (except that one Certificate in each Class may be issued in a different amount
      which must exceed the applicable minimum denomination) and aggregate
      denominations per Class set forth in the Preliminary Statement.

     

    Subject
      to Section 9.02 respecting the final distribution on the Certificates, on
      each Distribution Date the Trustee shall make distributions to each
      Certificateholder of record on the preceding Record Date either (x) by wire
      transfer in immediately available funds to the account of such holder at a
      bank
      or other entity having appropriate facilities therefor, if such Holder has
      so
      notified the Trustee at least five Business Days before the related Record
      Date
      or (y) by check mailed by first class mail to such Certificateholder at the
      address of such holder appearing in the Certificate Register.

     

    The
      Trustee shall execute the Certificates by the manual or facsimile signature
      of
      an authorized officer.  Certificates bearing the manual or facsimile
      signatures of individuals who were, at the time such signatures were affixed,
      authorized to sign on behalf of the Trustee shall bind the Trustee,
      notwithstanding that such individuals or any of them have ceased to be so
      authorized before the countersignature and delivery of any such Certificates
      or
      did not hold such offices at the date of such Certificate.  No
      Certificate shall be entitled to any benefit under this Agreement, or be valid
      for any purpose, unless countersigned by the Trustee by manual signature, and
      such countersignature upon any Certificate shall be conclusive evidence, and
      the
      only evidence, that such Certificate has been duly executed and delivered
      hereunder.  All Certificates shall be dated the date of their
      countersignature.  On the Closing Date, the Trustee shall countersign
      the Certificates to be issued at the direction of the Depositor, or any
      affiliate thereof.

     

    The
      Depositor shall provide the Trustee, on a continuous basis with an adequate
      inventory of Certificates to facilitate transfers.

     

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

     

    (a)           The
      Trustee shall maintain, in accordance with Section 5.06, a Certificate
      Register for the Trust Fund in which, subject to subsections (b) and (c) below
      and to such reasonable regulations as it may prescribe, the Trustee shall
      provide for the registration of Certificates and of transfers and exchanges
      of
      Certificates as herein provided.  Upon surrender for registration of
      transfer of any Certificate, the Trustee shall execute and deliver, in the
      name
      of the designated transferee or transferees, one or more new Certificates of
      the
      same Class and aggregate Percentage Interest.

     

    At
      the
      option of a Certificateholder, Certificates may be exchanged for other
      Certificates of the same Class in authorized denominations and evidencing the
      same aggregate Percentage Interest upon surrender of the Certificates to be
      exchanged at the office or agency of the Trustee.  Whenever any
      Certificates are so surrendered for exchange, the Trustee shall execute,
      authenticate, and deliver the Certificates that the Certificateholder making
      the
      exchange is entitled to receive.  A written instrument of transfer in
      form satisfactory to the Trustee duly executed by the holder of a Certificate
      or
      his attorney duly authorized in writing shall accompany every Certificate
      presented or surrendered for registration of transfer or exchange.

     


    
      
        
        

      

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

     

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

     

    (b)           No
      transfer of a Private Certificate shall be made unless such transfer is made
      pursuant to an effective registration statement under the Securities Act and
      any
      applicable state securities laws or is exempt from the registration requirements
      under the Securities Act and such state securities laws.  If a
      transfer is to be made in reliance on an exemption from the Securities Act
      and
      such state securities laws, to assure compliance with the Securities Act and
      such state securities laws, the Certificateholder desiring to effect such
      transfer and such Certificateholder’s prospective transferee shall each certify
      to the Trustee in writing the facts surrounding the transfer in substantially
      the form set forth in Exhibit J (the “Transferor
      Certificate”) and deliver to the Trustee either (i) a letter in
      substantially the form of either Exhibit K (the “Investment
      Letter”) or Exhibit L (the “Rule 144A
      Letter”) or (ii) at the expense of the transferor, an Opinion of
      Counsel that such transfer may be made pursuant to an exemption from the
      Securities Act; provided, however, that in the case of the delivery of an
      Investment Letter in connection with the transfer of any Class C or Class P
      Certificate to a transferee that is formed with the purpose of issuing notes
      backed by such Class C or Class P Certificate, as the case may be, clause (b)
      and (c) of the form of Investment Letter shall not be applicable and shall
      be
      deleted by such transferee.  The Depositor shall provide to any Holder
      of a Private Certificate and any prospective transferee designated by that
      Holder, information regarding the related Certificates and the Mortgage Loans
      and any other information necessary to satisfy the condition to eligibility
      in
      Rule 144A(d)(4) for transfer of the Certificate without registration thereof
      under the Securities Act pursuant to the registration exemption provided by
      Rule
      144A.  The Trustee and the Servicer shall cooperate with the Depositor
      in providing the Rule 144A information referenced in the preceding sentence,
      including providing to the Depositor such information regarding the
      Certificates, the Mortgage Loans, and other matters regarding the Trust Fund
      as
      the Depositor reasonably requests to meet its obligation under the preceding
      sentence.  Each Holder of a Private Certificate desiring to effect a
      transfer shall, and does hereby agree to, indemnify the Trustee, the Depositor,
      the Seller and the Servicer against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
      shall have received either (i) a representation from the transferee of such
      Certificate acceptable to and in form and substance satisfactory to the Trustee
      (if the Certificate is a Private Certificate, the requirement is satisfied
      only
      by the Trustee’s receipt of a representation letter from the transferee
      substantially in the form of Exhibit K or Exhibit L, and if the Certificate
      is a
      Residual Certificate, the requirement is satisfied only by the Trustee’s receipt
      of a representation letter from the transferee substantially in the form of
      Exhibit I), to the effect that (x) the transferee is not an employee benefit
      plan or arrangement subject to section 406 of ERISA or a plan subject to section
      4975 of the Code, or a person acting on behalf of any such plan or arrangement
      or using the assets of any such plan or arrangement to effect the transfer,
      or
      (y) if the ERISA-Restricted Certificate has been the subject of an
      ERISA-Qualifying Underwriting, a representation that the transferee is an
      insurance company that is purchasing such Certificate with funds contained
      in an
“insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60
      (“PTCE 95-60”) and that the purchase and holding of
      such Certificate satisfy the requirements for exemptive relief under Sections
      I
      and III of PTCE 95-60, or (ii) in the case of any ERISA-Restricted Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to section 4975 of the Code (or
      comparable provisions of any subsequent enactments), or a trustee of any such
      plan or any other person acting on behalf of any such plan or arrangement or
      using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to
      the Trustee, which Opinion of Counsel shall not be an expense of the Trustee,
      the Servicer or the Trust Fund, addressed to the Trustee and the Servicer,
      to
      the effect that the purchase and holding of such ERISA-Restricted Certificate
      will not result in a non-exempt prohibited transaction under ERISA or section
      4975 of the Code and will not subject the Trustee or the Servicer to any
      obligation in addition to those expressly undertaken in this Agreement or to
      any
      liability.  For purposes of the preceding sentence, with respect to an
      ERISA-Restricted Certificate that is not a Residual Certificate, if the
      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 the representation is violated, or any attempt is
      made to transfer to a plan or arrangement subject to section 406 of ERISA or
      a
      plan subject to section 4975 of the Code, or a person acting on behalf of any
      such plan or arrangement or using the assets of any such plan or arrangement,
      without the Opinion of Counsel described above, the attempted transfer or
      acquisition shall be void.

     


    
      
        
        

      

      
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    To
      the
      extent permitted under applicable law (including ERISA), the Trustee shall
      be
      under no liability to any Person for any registration of transfer of any
      ERISA-Restricted Certificate that is in fact not permitted by this
      Section 5.02(b) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder under
      this
      Agreement so long as the transfer was registered by the Trustee in accordance
      with the foregoing requirements.

     

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

     

    No
      transfer of LIBOR Certificate shall be made unless the transferee of such
      Certificate has provided to the Trustee a correct, complete and duly executed
      tax certification form (i.e., U.S. Internal Revenue Service Form W-9, W-8BEN,
      W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto),
      together with appropriate attachments) as a condition to such transfer and
      agrees to update such tax certification form (i) upon expiration of any such
      tax
      certification form, (ii) as required under then applicable U.S. Treasury
      regulations and (iii) promptly upon learning that any tax certification form
      previously provided has become obsolete or incorrect.  Upon receipt of
      any such tax certification form from a transferee of any LIBOR Certificate,
      the
      Trustee shall provide such tax certification form to the Swap Trustee and
      Supplemental Interest Trustee.  The Swap Trustee or the Supplemental
      Interest Trustee, as applicable, shall provide such tax certification form
      to
      the Swap Counterparty or the Corridor Counterparty, as
      applicable.  Each Holder of a LIBOR Certificate and each transferee
      thereof shall be deemed to have consented to the Trustee, the Swap Trustee
      and
      Supplemental Interest Trustee, as applicable, forwarding to the Swap
      Counterparty or the Corridor Counterparty, as applicable, any such tax
      certification form it has provided and updated in accordance with these transfer
      restrictions.  Any purported sales or transfers of any LIBOR
      Certificate to a transferee that does not comply with these requirements shall
      be deemed null and void under this Agreement.

     

    The
      Swap
      Trustee, the Supplemental Interest Trustee and the Trustee shall not be liable
      for the content or truthfulness of any such tax certification provided to
      it.  The Swap Trustee, the Supplemental Interest Trustee and the
      Trustee shall only be required to forward any tax certification received by
      it
      to the Swap Counterparty or the Corridor Counterparty, as applicable, at the
      last known address provided to it, and shall not be liable for the receipt
      of
      such tax certification by the Swap Counterparty or the Corridor Counterparty,
      as
      applicable, nor any failure of the Swap Counterparty or the Corridor
      Counterparty, as applicable, to process such certification or to take any action
      as required under the respective Swap Contract or the Corridor Contract or
      under
      applicable law.  The Swap Trustee, the Supplemental Interest Trustee
      and the Trustee shall have no duty to take action to correct any misstatement
      or
      omission in any tax certification provided to it and forwarded to the Swap
      Counterparty or the Corridor Counterparty, as applicable.

     


    
      
        
        

      

      
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    (c)           Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)       Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)      No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trustee shall not register the Transfer
      of any Residual Certificate unless, in addition to the certificates required
      to
      be delivered to the Trustee under subparagraph (b) above, the Trustee shall
      have
      been furnished with an affidavit (a “Transfer
      Affidavit”) of the initial owner or the proposed transferee in the
      form of Exhibit I.

     

    (iii)     Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Residual Certificate and (C) not to Transfer its Ownership Interest in a
      Residual Certificate or to cause the Transfer of an Ownership Interest in a
      Residual Certificate to any other Person if it has actual knowledge that such
      Person is not a Permitted Transferee.

     

    (iv)     Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of this Section 5.02(c) shall be absolutely null
      and void and shall vest no rights in the purported Transferee.  If any
      purported transferee shall become a Holder of a Residual Certificate in
      violation of this Section 5.02(c), then the last preceding Permitted
      Transferee shall be restored to all rights as Holder thereof retroactive to
      the
      date of registration of Transfer of such Residual Certificate.  The
      Trustee shall be under no liability to any Person for any registration of
      Transfer of a Residual Certificate that is in fact not permitted by
      Section 5.02(b) and this Section 5.02(c) or for making any payments
      due on such Certificate to the Holder thereof or taking any other action with
      respect to such Holder under this Agreement so long as the Transfer was
      registered after receipt of the related Transfer Affidavit, Transferor
      Certificate and either the Rule 144A Letter or the Investment
      Letter.  The Trustee shall be entitled but not obligated to recover
      from any Holder of a Residual Certificate that was in fact not a Permitted
      Transferee at the time it became a Holder or, at such subsequent time as it
      became other than a Permitted Transferee, all payments made on such Residual
      Certificate at and after either such time.  Any such payments so
      recovered by the Trustee shall be paid and delivered by the Trustee to the
      last
      preceding Permitted Transferee of such Certificate.

     

    (v)      The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trustee, all information necessary to compute any tax imposed
      under section 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.

     


    
      
        
        

      

      
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    The
      restrictions on Transfers of a Residual Certificate set forth in this
      Section 5.02(c) shall cease to apply (and the applicable portions of the
      legend on a Residual Certificate may be deleted) with respect to Transfers
      occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
      of Counsel shall not be an expense of the Trust Fund, the Trustee, the Seller
      or
      the Servicer, to the effect that the elimination of such restrictions will
      not
      cause any REMIC created under this Agreement to fail to qualify as a REMIC
      at
      any time that the Certificates are outstanding or result in the imposition
      of
      any tax on the Trust Fund, a Certificateholder or another
      Person.  Each Person holding or acquiring any Ownership Interest in a
      Residual Certificate hereby consents to any amendment of this Agreement which,
      based on an Opinion of Counsel furnished to the Trustee, is reasonably necessary
      (a) to ensure that the record ownership of, or any beneficial interest in,
      a
      Residual Certificate is not transferred, directly or indirectly, to a Person
      that is not a Permitted Transferee and (b) to provide for a means to compel
      the
      Transfer of a Residual Certificate which is held by a Person that is not a
      Permitted Transferee to a Holder that is a Permitted Transferee.

     

    (d)           The
      preparation and delivery of all certificates and opinions referred to above
      in
      this Section 5.02 in connection with transfer shall be at the expense of
      the parties to such transfers.

     

    (e)           Except
      as provided below, the Book-Entry Certificates shall at all times remain
      registered in the name of the Depository or its nominee and at all
      times:  (i) registration of the Certificates may not be transferred by
      the Trustee except to another Depository; (ii) the Depository shall maintain
      book-entry records with respect to the Certificate Owners and with respect
      to
      ownership and transfers of such Book-Entry Certificates; (iii) ownership and
      transfers of registration of the Book-Entry Certificates on the books of the
      Depository shall be governed by applicable rules established by the Depository;
      (iv) the Depository may collect its usual and customary fees, charges and
      expenses from its Depository Participants; (v) the Trustee shall deal with
      the
      Depository, Depository Participants and Indirect Participants as representatives
      of the Certificate Owners of the Book-Entry Certificates for purposes of
      exercising the rights of holders under this Agreement, and requests and
      directions for and votes of such representatives shall not be deemed to be
      inconsistent if they are made with respect to different Certificate Owners;
      and
      (vi) the Trustee may rely and shall be fully protected in relying upon
      information furnished by the Depository with respect to its Depository
      Participants and furnished by the Depository Participants with respect to
      Indirect Participants and persons shown on the books of such Indirect
      Participants as direct or indirect Certificate Owners.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing the Certificate Owner.  Each Depository
      Participant shall only transfer Book-Entry Certificates of Certificate Owners
      it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures.

     

    If
      (x)
      (i)  the Depository or the Depositor advises the Trustee in writing
      that the Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (ii) the Trustee or the Depositor is unable
      to locate a qualified successor or (y) after the occurrence of an Event of
      Default, Certificate Owners representing at least 51% of the Certificate Balance
      of the Book-Entry Certificates together advise the Trustee and the Depository
      through the Depository Participants in writing that the continuation of a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Trustee shall notify all Certificate Owners, through
      the Depository, of the occurrence of any such event and of the availability
      of
      definitive, fully-registered Certificates (the “Definitive
      Certificates”) to Certificate Owners requesting the
      same.  Upon surrender to the Trustee of 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.

     


    
      
        
        

      

      
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    Section
      5.03.    Mutilated, Destroyed,
      Lost or Stolen Certificates.

     

    If
      (a)
      any mutilated Certificate is surrendered to the Trustee, or (b) the Trustee
      receives evidence to its satisfaction of the destruction, loss, or theft of
      any
      Certificate and the Servicer and the Trustee receive the security or indemnity
      required by them to hold each of them harmless, then, in the absence of notice
      to the Trustee that the Certificate has been acquired by a Protected Purchaser,
      and if the requirements of Section 8-406 of the UCC are met and subject to
      Section 8-405 of the UCC, the Trustee shall execute, countersign, and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost,
      or
      stolen Certificate, a new Certificate of like Class, tenor, and Percentage
      Interest.  In connection with the issuance of any new Certificate
      under this Section 5.03, the Trustee may require the payment of a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      relation thereto and any other expenses (including the fees and expenses of
      the
      Trustee) connected therewith.  Any replacement Certificate issued
      pursuant to this Section 5.03 shall constitute complete and indefeasible
      evidence of ownership, as if originally issued, whether or not the lost, stolen,
      or destroyed Certificate is found at any time.

     

    Section
      5.04.    Persons Deemed
      Owners.

     

    The
      Servicer, the Trustee and any agent of the Servicer or the Trustee may treat
      the
      Person in whose name any Certificate is registered as the owner of such
      Certificate for the purpose of receiving distributions as provided in this
      Agreement and for all other purposes whatsoever, and none of the Servicer or
      the
      Trustee, nor any agent of the Servicer or the Trustee shall be affected by
      any
      notice to the contrary.

     

    Section
      5.05.    Access to List of
      Certificateholders’ Names and Addresses.

     

    If
      three
      or more Certificateholders and/or Certificate Owners (a) request such
      information in writing from the Trustee, (b) state that such Certificateholders
      and/or Certificate Owners desire to communicate with other Certificateholders
      and/or Certificate Owners with respect to their rights under this Agreement
      or
      under the Certificates, and (c) provide a copy of the communication which such
      Certificateholders and/or Certificate Owners propose to transmit, or if the
      Depositor or Servicer shall request such information in writing from the
      Trustee, then the Trustee shall, within ten Business Days after the receipt
      of
      such request, provide the Depositor, the Servicer or such Certificateholders
      and/or Certificate Owners at such recipients’ expense the most recent list of
      the Certificateholders of such Trust Fund held by the Trustee.  The
      Depositor and every Certificateholder and/or Certificate Owner, by receiving
      and
      holding a Certificate, agree that the Trustee shall not be held accountable
      because of the disclosure of any such information as to the list of the
      Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      5.06.    Maintenance of Office
      or Agency.

     

    The
      Certificate Registrar will maintain at its expense an office or offices or
      agency or agencies in the United States located at DB Services Tennessee, 648
      Grassmere Park Rd., Nashville, TN 37211-3658, Attention:  Transfer
      Unit, where Certificates may be surrendered for registration of transfer or
      exchange.  The Certificate Registrar will give prompt written notice
      to the Certificateholders and the Trustee of any change in such location of
      any
      such office or agency.

     


    
      
        
        

      

      
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    ARTICLE
      SIX

     

    THE
      DEPOSITOR AND THE SERVICER

     

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

     

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

     

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

     

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

     

    Any
      Person into which the Depositor or the Servicer may be merged or consolidated,
      or any Person resulting from any merger or consolidation to which the Depositor
      or the Servicer shall be a party, or any person succeeding to the business
      of
      the Depositor or the Servicer, shall be the successor of the Depositor or the
      Servicer, as the case may be, hereunder, without the execution or filing of
      any
      paper or any further act on the part of any of the parties hereto, anything
      herein to the contrary notwithstanding; provided, however, that the successor
      or
      surviving Person to the Servicer shall be qualified to sell mortgage loans
      to,
      and to service mortgage loans on behalf of, FNMA or FHLMC.

     

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

     

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

     

    None
      of
      the Depositor, the Seller, the Servicer or any of the directors, officers,
      employees or agents of the Depositor, the Seller or the Servicer shall be under
      any liability to the Certificateholders for any action taken or for refraining
      from the taking of any action in good faith pursuant to this Agreement, or
      for
      errors in judgment; provided, however, that this provision shall not protect
      the
      Depositor, the Seller, the Servicer or any such Person against any breach of
      representations or warranties made by it herein or protect the Depositor, the
      Seller, the Servicer or any such Person from any liability which would otherwise
      be imposed by reasons of willful misfeasance, bad faith or gross negligence
      in
      the performance of duties or because of reckless disregard of obligations and
      duties hereunder.  The Depositor, the Seller, the Servicer, and any
      director, officer, employee or agent of the Depositor, the Seller or the
      Servicer may rely in good faith on any document of any kind prima facie properly
      executed and submitted by any Person respecting any matters arising
      hereunder.  The Depositor, the Seller, the Servicer, and any director,
      officer, employee or agent of the Depositor, the Seller or the Servicer shall
      be
      indemnified by the Trust Fund and held harmless against any loss, liability
      or
      expense incurred in connection with any audit, controversy or judicial
      proceeding relating to a governmental taxing authority or any legal action
      relating to this Agreement or the Certificates, other than any loss, liability
      or expense related to any specific Mortgage Loan or Mortgage Loans (except
      as
      any such loss, liability or expense shall be otherwise reimbursable pursuant
      to
      this Agreement) and any loss, liability or expense incurred because of willful
      misfeasance, bad faith or gross negligence in the performance of duties
      hereunder or because of reckless disregard of obligations and duties
      hereunder.  None of the Depositor, the Seller or the Servicer shall be
      under any obligation to appear in, prosecute or defend any 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.  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.

     


    
      
        
        

      

      
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    Section
      6.04.    Limitation on
      Resignation of the Servicer.

     

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

     


    
      
        
        

      

      
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    ARTICLE
      SEVEN

     

    DEFAULT

     

    Section
      7.01.    Events of
      Default.

     

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

     

    (a)           any
      failure by the Servicer to deposit in the Certificate Account or remit to the
      Trustee any payment required to be made by it under this Agreement, which
      failure continues unremedied for five days after the date on which written
      notice of the failure has been given to the Servicer by the Trustee or the
      Depositor or to the Servicer and the Trustee by the Holders of Certificates
      of
      any Class evidencing not less than 25% of the aggregate Percentage Interests
      of
      the Class; or

     

    (b)           any
      failure by the Servicer to observe or perform in any material respect any other
      of the covenants or agreements on the part of the Servicer contained in this
      Agreement (except with respect to a failure related to a Limited Exchange Act
      Reporting Obligation), which failure materially affects the rights of
      Certificateholders and continues unremedied for a period of 60 days after the
      date on which written notice of such failure shall have been given to the
      Servicer by the Trustee or the Depositor, or to the Servicer and the Trustee
      by
      the Holders of Certificates of any Class evidencing not less than 25% of the
      Percentage Interests of the Class; provided that the sixty-day cure period
      shall
      not apply to the initial delivery of the Mortgage File for Delay Delivery
      Mortgage Loans nor the failure to repurchase or substitute in lieu thereof;
      or

     

    (c)           a
      decree or order of a court or agency or supervisory authority having
      jurisdiction in the premises for the appointment of a receiver, conservator
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings, or for the winding-up or liquidation of
      its
      affairs, shall have been entered against the Servicer and such decree or order
      shall have remained in force undischarged or unstayed for a period of 60
      consecutive days; or

     

    (d)           the
      Servicer shall consent to the appointment of a receiver, conservator or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to the Servicer or all or
      substantially all of the property of the Servicer; or

     

    (e)           the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of, or commence a voluntary case
      under, any applicable insolvency or reorganization statute, make an assignment
      for the benefit of its creditors, or voluntarily suspend payment of its
      obligations; or

     

    (f)           the
      Servicer shall fail (i) to make an Advance on the Servicer Advance Date or
      (ii)
      to reimburse in full the Trustee within two days of the Servicer Advance Date
      for any Advance made by the Trustee pursuant to
      Section 4.01(b).

     


    
      
        
        

      

      
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    If
      an
      Event of Default described in clauses (a) through (f) of this Section 7.01
      occurs, then, and in each and every such case, so long as such Event of Default
      shall not have been remedied, the Trustee may, or at the direction of the
      Holders of Certificates evidencing Percentage Interests aggregating not less
      than 66 2/3%, the Trustee shall by notice in writing to the Servicer and the
      Swap Counterparty (with a copy to each Rating Agency), terminate all of the
      rights and obligations of the Servicer under this Agreement and in the Mortgage
      Loans and the proceeds thereof, other than its rights as a Certificateholder
      hereunder.  In addition, if during the period that the Depositor is
      required to file Exchange Act Reports with respect to the Trust Fund, the
      Servicer shall fail to observe or perform any of the obligations that constitute
      a Limited Exchange Act Reporting Obligation or the obligations set forth in
      Section 3.17(a) or Section 11.07(a)(i) and (ii), and such failure
      continues for the lesser of 10 calendar days or such period in which the
      applicable Exchange Act Report can be filed timely (without taking into account
      any extensions), so long as such failure shall not have been remedied, the
      Trustee shall, but only at the direction of the Depositor, terminate all of
      the
      rights and obligations of the Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof, other than its rights as a
      Certificateholder hereunder.  The Depositor shall not be entitled to
      terminate the rights and obligations of the Servicer if a failure of the
      Servicer to identify a Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely to
      the
      role or functions of such Subcontractor with respect to mortgage loans other
      than the Mortgage Loans.

     

    On
      and
      after the receipt by the Servicer of such written notice, all authority and
      power of the Servicer hereunder, whether with respect to the Mortgage Loans
      or
      otherwise, shall pass to and be vested in the Trustee.  The Trustee
      shall make any Advance that the Servicer failed to make subject to
      Section 3.05, whether or not the obligations of the Servicer have been
      terminated pursuant to this Section.  The Trustee is hereby authorized
      and empowered to execute and deliver, on behalf of the Servicer, as
      attorney-in-fact or otherwise, any documents and other instruments, and to
      do or
      accomplish all other acts or things necessary or appropriate to effect the
      purposes of such notice of termination, whether to complete the transfer and
      endorsement or assignment of the Mortgage Loans and related documents, or
      otherwise.  Unless expressly provided in such written notice, no such
      termination shall affect any obligation of the Servicer to pay amounts owed
      pursuant to Article VIII.  The Servicer agrees to cooperate with the
      Trustee in effecting the termination of the Servicer’s responsibilities and
      rights hereunder, including the transfer to the Trustee of all cash amounts
      which shall at the time be credited to the Certificate Account, or thereafter
      be
      received with respect to the Mortgage Loans.  If the Servicer fails to
      make any Advance required under Section 4.01 of this Agreement, thereby
      triggering an Event of Default described in clause (f) of this
      Section 7.01, the Trustee shall make such Advance on that Distribution
      Date.

     

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

     

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

     


    
      
        
        

      

      
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    Section
      7.02.    Trustee to Act;
      Appointment of Successor.

     

    On
      and
      after the time the Servicer receives a notice of termination pursuant to
      Section 7.01, the Trustee shall, subject to and to the extent provided in
      Section 3.05, be the successor to the Servicer in its capacity as Servicer
      under this Agreement and the transactions set forth or provided for herein
      and
      shall be subject to all the responsibilities, duties and liabilities relating
      thereto placed on the Servicer by the terms hereof and applicable law including
      the obligation to make Advances pursuant to Section 4.01.  As
      compensation therefor, the Trustee shall be entitled to all funds relating
      to
      the Mortgage Loans that the Servicer would have been entitled to charge to
      the
      Certificate Account or Distribution Account if the Servicer had continued to
      act
      hereunder, including, if the Servicer was receiving the Servicing Fee, the
      Servicing Fee.  Notwithstanding the foregoing, if the Trustee has
      become the successor to the Servicer in accordance with Section 7.01, the
      Trustee may, if it shall be unwilling to so act, or shall, if it is prohibited
      by applicable law from making Advances pursuant to Section 4.01 or if it is
      otherwise unable to so act, appoint, or petition a court of competent
      jurisdiction to appoint, any established mortgage loan servicing institution
      the
      appointment of which does not adversely affect the then current rating of the
      Certificates by each Rating Agency, as the successor to the Servicer hereunder
      in the assumption of all or any part of the responsibilities, duties or
      liabilities of the Servicer hereunder.  Any successor to the Servicer
      shall be an institution which is a FNMA and FHLMC approved seller/servicer
      in
      good standing, which has a net worth of at least $15,000,000, which is willing
      to service the Mortgage Loans and which executes and delivers to the Depositor
      and the Trustee an agreement accepting such delegation and assignment,
      containing an assumption by such Person of the rights, powers, duties,
      responsibilities, obligations and liabilities of the Servicer (other than
      liabilities of the Servicer under Section 6.03 incurred before termination
      of the Servicer under Section 7.01), with like effect as if originally
      named as a party to this Agreement; provided that each Rating Agency
      acknowledges that its rating of the Certificates in effect immediately before
      such assignment and delegation will not be qualified or reduced as a result
      of
      such assignment and delegation.  Pending appointment of a successor to
      the Servicer hereunder, the Trustee shall act in such capacity as provided
      above, subject to section 3.03 and unless prohibited by law.  In
      connection with such appointment and assumption, the Trustee may make such
      arrangements for the compensation of such successor out of payments on Mortgage
      Loans as it and such successor shall agree; provided, however, that in no case
      shall the rate of such compensation exceed the Servicing Fee
      Rate.  The Trustee and such successor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession.  Neither the Trustee nor any other successor servicer
      shall be deemed to be in default hereunder because of any failure to make,
      or
      any delay in making, any distribution hereunder or any portion thereof or any
      failure to perform, or any delay in performing, any duties or responsibilities
      hereunder, in either case caused by the failure of the Servicer to deliver
      or
      provide, or any delay in delivering or providing, any cash, information,
      documents or records to it.

     

    In
      connection with the termination or resignation of the Servicer hereunder, either
      (i) the successor Servicer, including the Trustee if the Trustee is acting
      as successor Servicer, shall represent and warrant that it is a member of MERS
      in good standing and shall agree to comply in all material respects with the
      rules and procedures of MERS in connection with the servicing of the Mortgage
      Loans that are registered with MERS, or (ii) the predecessor Servicer shall
      cooperate with the successor Servicer either (x) in causing MERS to execute
      and
      deliver an assignment of Mortgage in recordable form to transfer the Mortgage
      from MERS to the Trustee and to execute and deliver such other notices,
      documents and other instruments as may be necessary or desirable to effect
      a
      transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS®
System to the successor Servicer or (y) in causing MERS to designate on the
      MERS® System the successor Servicer as the servicer of such Mortgage
      Loan.  The predecessor Servicer shall file or cause to be filed any
      such assignment in the appropriate recording office.  The successor
      Servicer shall cause such assignment to be delivered to the Trustee promptly
      upon receipt of the original with evidence of recording thereon or a copy
      certified by the public recording office in which such assignment was
      recorded.

     


    
      
        
        

      

      
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    Any
      successor to the Servicer as servicer shall give notice to the Mortgagors of
      such change of servicer and shall, during the term of its service as servicer,
      maintain in force the policy or policies that the Servicer is required to
      maintain pursuant to this Agreement.

     

    Section
      7.03.    Notification to
      Certificateholders.

     

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

     

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

     


    
      
        
        

      

      
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    ARTICLE
      EIGHT

     

    CONCERNING
      THE TRUSTEE

     

    Section
      8.01.    Duties of the
      Trustee.

     

    The
      Trustee, before the occurrence of an Event of Default and after the curing
      of
      all Events of Default that may have occurred, shall undertake to perform such
      duties and only such duties as are specifically set forth in this
      Agreement.  In case an Event of Default has occurred and remains
      uncured, the Trustee shall exercise such of the rights and powers vested in
      it
      by this Agreement, and use the same degree of care and skill in their exercise
      as a prudent person would exercise or use under the circumstances in the conduct
      of such person’s own affairs.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee that
      are specifically required to be furnished pursuant to any provision of this
      Agreement shall examine them to determine whether they are in the form required
      by this Agreement.  The Trustee shall not be responsible for the
      accuracy or content of any such resolution, certificate, statement, opinion,
      report, document, order, or other instrument.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct; provided, however, that, unless an Event of Default
      known to the Trustee has occurred and is continuing,

     

    (a)           the
      duties and obligations of the Trustee shall be determined solely by the express
      provisions of this Agreement, the Trustee shall not be liable except for the
      performance of the duties and obligations specifically set forth in this
      Agreement, no implied covenants or obligations shall be read into this Agreement
      against the Trustee, and the Trustee may conclusively rely, as to the truth
      of
      the statements and the correctness of the opinions expressed therein, upon
      any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Agreement which it believed in good faith to be genuine
      and
      to have been duly executed by the proper authorities respecting any matters
      arising hereunder;

     

    (b)           the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it is finally
      proven that the Trustee was negligent in ascertaining the pertinent facts;
      and

     

    (c)           the
      Trustee shall not be liable with respect to any action taken, suffered, or
      omitted to be taken by it in good faith in accordance with the direction of
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      relating to the time, method, and place of conducting any proceeding for any
      remedy available to the Trustee, or exercising any trust or power conferred
      upon
      the Trustee under this Agreement.  As long as any Voting Rights are
      held by parties other than the Seller, its Affiliates, or its agents, Voting
      Rights of Certificates held by the Seller, its Affiliates or its agents as
      the
      Seller shall certify to the Trustee upon any entity obtaining such ownership
      will be excluded from participating in such voting arrangements, and excluded
      from determining the 25% threshold.

     


    
      
        
        

      

      
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    Section
      8.02.    Certain Matters
      Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 8.01:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    In
      order
      to comply with laws, rules, regulations and executive orders in effect from
      time
      to time applicable to banking institutions, including those relating to the
      funding of terrorist activities and money laundering ("Applicable Law"), the
      Trustee is required to obtain, verify and record certain information relating
      to
      individuals and entities which maintain a business relationship with the
      Trustee.  Accordingly, each of the parties agrees to provide to the
      Trustee upon its request from time to time such identifying
      information  and documentation as may be available for such party in
      order to enable the Trustee to comply with Applicable Law.

     

    Section
      8.03.    Trustee Not Liable
      for Certificates or Mortgage Loans.

     

    The
      recitals contained herein and in the Certificates shall be taken as the
      statements of the Depositor or the Seller, as the case may be, and the Trustee
      assumes no responsibility for their correctness.  The Trustee makes no
      representations as to the validity or sufficiency of this Agreement or of the
      Certificates or of any Mortgage Loan or related document other than with respect
      to the Trustee’s execution and countersignature of the
      Certificates.  The Trustee shall not be accountable for the use or
      application by the Depositor or the Servicer of any funds paid to the Depositor
      or the Servicer in respect of the Mortgage Loans or deposited in or withdrawn
      from the Certificate Account by the Depositor or the Servicer.

     

    Except
      as
      provided in Section 2.01(c), the Trustee shall have no responsibility for
      filing or recording any financing or continuation statement in any public office
      at any time or to otherwise perfect or maintain the perfection of any security
      interest or lien granted to it hereunder (unless the Trustee shall have become
      the successor Servicer).  The Trustee makes no representations as to
      the validity or sufficiency of this Agreement or of the Certificates or of
      any
      Mortgage Loan or related document or of MERS or the MERS® System other than with
      respect to the Trustee’s execution and counter-signature of the
      Certificates.

     

    The
      Trustee executes the Certificates not in its individual capacity but solely
      as
      Trustee of the Trust Fund created by this Agreement, in the exercise of the
      powers and authority conferred and vested in it by this
      Agreement.  Each of the undertakings and agreements made on the part
      of the Trustee on behalf of the Trust Fund in the Certificates is made and
      intended not as a personal undertaking or agreement by the Trustee but is made
      and intended for the purpose of binding only the Trust Fund.

     

    Section
      8.04.    Trustee May Own
      Certificates.

     

    The
      Trustee in its individual or any other capacity may become the owner or pledgee
      of Certificates with the same rights as it would have if it were not the
      Trustee.

     


    
      
        
        

      

      
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    Section
      8.05.    Trustee’s Fees and
      Expenses.

     

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

     

    (a)           this
      Agreement, (b) the Certificates, or (c) the performance of any of the Trustee’s
      duties under this Agreement, other than any loss, liability or expense incurred
      because of willful misfeasance, bad faith or negligence in the performance
      of
      any of the Trustee’s duties hereunder or incurred by reason of any action of the
      Trustee taken at the direction of the Certificateholders under this
      Agreement.  This indemnity shall survive the termination of this
      Agreement or the resignation or removal of the Trustee under this
      Agreement.  Without limiting the foregoing, except as otherwise agreed
      upon in writing by the Depositor and the Trustee, and except for any expense,
      disbursement, or advance arising from the Trustee’s negligence, bad faith, or
      willful misconduct, the Servicer shall pay or reimburse the Trustee, for all
      reasonable expenses, disbursements, and advances incurred or made by the Trustee
      in accordance with this Agreement with respect to

     

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

     

    (ii)                 the
      reasonable compensation, expenses, and disbursements of any accountant,
      engineer, or appraiser that is not regularly employed by the Trustee, to the
      extent that the Trustee must engage them to perform services under this
      Agreement.

     

    Except
      as
      otherwise provided in this Agreement, the Trustee shall not be entitled to
      payment or reimbursement for any routine ongoing expenses incurred by the
      Trustee in the ordinary course of its duties as Trustee, Supplemental Interest
      Trustee or Swap Trustee, Certificate Registrar, or Paying Agent under this
      Agreement or for any other expenses.

     

    Section
      8.06.    Eligibility
      Requirements for the Trustee.

     

    The
      Trustee hereunder shall at all times be a corporation or association organized
      and doing business under the laws of a state or the United States of America,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000, subject to supervision or
      examination by federal or state authority and with a credit rating which would
      not cause either of the Rating Agencies to reduce their respective then current
      ratings of the Certificates (or having provided such security from time to
      time
      as is sufficient to avoid such reduction) as evidenced in writing by each Rating
      Agency.  If such corporation or association publishes reports of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purposes of this
      Section 8.06 the combined capital and surplus of such corporation or
      association shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published.  In case at any
      time the Trustee shall cease to be eligible in accordance with this
      Section 8.06, the Trustee shall resign immediately in the manner and with
      the effect specified in Section 8.07.  The entity serving as
      Trustee may have normal banking and trust relationships with the Depositor
      and
      its affiliates or the Servicer and its affiliates; provided, however, that
      such
      entity cannot be an affiliate of the Seller, the Depositor or the Servicer
      other
      than the Trustee in its role as successor to the Servicer.

     


    
      
        
        

      

      
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    Section
      8.07.    Resignation and
      Removal of the Trustee.

     

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

     

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

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with Section 8.06
      and shall fail to resign after written request thereto by the Depositor, or
      if
      at any time the Trustee shall become incapable of acting, or shall be adjudged
      as bankrupt or insolvent, or a receiver of the Trustee or of its property shall
      be appointed, or any public officer shall take charge or control of the Trustee
      or of its property or affairs for the purpose of rehabilitation, conservation
      or
      liquidation, or a tax is imposed with respect to the Trust Fund by any state
      in
      which the Trustee or the Trust Fund is located and the imposition of such tax
      would be avoided by the appointment of a different trustee, or (iv) during
      the
      period in which the Depositor is required to file Exchange Act Reports with
      respect to the Trust Fund, the Trustee fails to comply with its obligations
      under the last sentence of Section 7.01, the preceding paragraph,
      Section 8.09 or Article 11 and such failure is not remedied within the
      lesser of 10 calendar days or such period in which the applicable Exchange
      Act
      Report can be filed timely (without taking into account any extensions), then,
      in the case of clauses (i) through (iii), then the Depositor or the Servicer,
      or
      in the case of clause (iv), the Depositor, may remove the Trustee and appoint
      a
      successor trustee by written instrument, in triplicate, one copy of which shall
      be delivered to the Trustee, one copy to the Servicer and one copy to the
      successor trustee.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee and appoint a successor trustee by written instrument
      or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which shall be delivered by the successor
      Trustee to the Servicer, one complete set to the Trustee so removed, one
      complete set to the successor so appointed and one complete set to the
      Depositor, together with a written description of the basis for such
      removal.  As long as any Voting Rights are held by parties other than
      the Seller, its Affiliates, or its agents, Voting Rights of Certificates held
      by
      the Seller, its Affiliates or its agents as the Seller shall certify to the
      Trustee upon any such entity obtaining such ownership will be excluded from
      participating in such voting arrangements, and excluded from determining the
      51%
      threshold.  The successor trustee shall notify each Rating Agency of
      any removal of the Trustee.

     

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

     


    
      
        
        

      

      
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    Section
      8.08.    Successor
      Trustee.

     

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

     

    No
      successor trustee shall accept appointment as provided in this Section 8.08
      unless, at the time of its acceptance, the successor trustee is eligible under
      Section 8.06 and its appointment does not adversely affect the then current
      rating of the Certificates and has provided to the Depositor in writing and
      in
      form and substance reasonably satisfactory to the Depositor, all information
      reasonably requested by the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to a replacement
      Trustee.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this
      Section 8.08, the Depositor shall mail notice of the succession of such
      trustee hereunder to all Holders of Certificates.  If the Depositor
      fails to mail such notice within 10 days after acceptance of appointment by
      the
      successor trustee, the successor trustee shall cause such notice to be mailed
      at
      the expense of the Depositor.

     

    Section
      8.09.    Merger or
      Consolidation of the Trustee.

     

    Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to the business of the Trustee, shall be the successor of the Trustee
      hereunder, provided that such corporation shall be eligible under
      Section 8.06 without the execution or filing of any paper or further act on
      the part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

    (b)           No
      trustee hereunder shall be held personally liable because of any act or omission
      of any other trustee hereunder and such appointment shall not, and shall not
      be
      deemed to, constitute any such separate trustee or co-trustee as agent of the
      Trustee;

     

    (c)           The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee; and

     

    (d)           The
      Servicer, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement and indemnification to any such separate trustee
      or
      co-trustee.

     

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

     

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

     

    Section
      8.11.    Tax
      Matters.

     

    It
      is
      intended that the assets with respect to which one or more REMIC elections
      pertaining to the Trust Fund is to be made, as set forth in the Preliminary
      Statement, shall constitute, and that the conduct of matters relating to such
      assets shall be such as to qualify such assets as, a “real estate mortgage
      investment conduit” as defined in and in accordance with the REMIC
      Provisions.  In furtherance of such intention, the Trustee covenants
      and agrees that it shall act as agent (and the Trustee is hereby appointed
      to
      act as agent) on behalf of each REMIC created under this Agreement and that
      in
      such capacity it shall:

     


    
      
        
        

      

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

     

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

     

    (c)           make
      an election that each REMIC created under this Agreement be treated as a REMIC
      on the federal tax return for its first taxable year (and, if necessary, under
      applicable state law);

     

    (d)           prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculations of any original issue discount and of taxable income
      or net loss to the holders of the residual interests in each REMIC created
      hereunder using the Prepayment Assumption (as defined in the Prospectus
      Supplement). For purposes of calculating taxable income or net loss to the
      holders of the residual interests in each such REMIC, the Trustee also shall
      assume that the indices in respect of any adjustable rate Mortgage Loans are
      static until the liquidation or purchase of the Mortgage Loans in accordance
      with Section 9.01 herein;

     

    (e)           provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is not a Permitted Transferee, or an
      agent
      (including a broker, nominee or other middleman) of a Person that is not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax);

     

    (f)           to
      the extent that they are under its control, conduct matters relating to such
      assets at all times that any Certificates are outstanding so as to maintain
      the
      status as any REMIC created under this Agreement under the REMIC
      Provisions;

     

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

     

    (h)           pay,
      from the sources specified in the third paragraph of this Section 8.11, the
      amount of any federal or state tax, including prohibited transaction taxes
      as
      described below, imposed on any REMIC before its termination when and as the
      same shall be due and payable (but such obligation shall not prevent the Trustee
      or any other appropriate Person from contesting any such tax in appropriate
      proceedings and shall not prevent the Trustee from withholding payment of such
      tax, if permitted by law, pending the outcome of such proceedings);

     

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

     


    
      
        
        

      

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

     

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

     

    To
      enable
      the Trustee to perform its duties under this Agreement, the Depositor shall
      provide to the Trustee within ten days after the Closing Date all information
      or
      data that the Trustee requests in writing and determines to be relevant for
      tax
      purposes to the valuations and offering prices of the Certificates, including
      the price, yield, prepayment assumption, and projected cash flows of the
      Certificates and the Mortgage Loans.  Thereafter, the Depositor shall
      provide to the Trustee promptly upon written request therefor any additional
      information or data that the Trustee may, from time to time, reasonably request
      to enable the Trustee to perform its duties under this Agreement.  The
      Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
      claims, or expenses of the Trustee arising from any errors or miscalculations
      of
      the Trustee that result from any failure of the Depositor to provide, or to
      cause to be provided, accurate information or data to the Trustee on a timely
      basis.

     

    The
      Trustee shall deliver or cause to be delivered a correct, complete and duly
      executed IRS Form W-9 of the Supplemental Interest Trust or the Swap Trust,
      as
      applicable, to the Corridor Counterparty or to the Swap Counterparty, as
      applicable, no later than the first payment date under the Corridor Contract
      or
      the Swap Contract, and, if requested by the Swap Counterparty or the Corridor
      Counterparty, as applicable, an applicable IRS From W-8IMY.

     

    If
      any
      tax is imposed on “prohibited transactions” (as defined in section 860F(a)(2) of
      the Code) of any REMIC created under this Agreement, on the “net income from
      foreclosure property” of any REMIC created under this Agreement as defined in
      section 860G(c) of the Code, on any contribution to any REMIC created under
      this
      Agreement after the Startup Day pursuant to section 860G(d) of the Code, or
      any
      other tax is imposed, including any minimum tax imposed on any REMIC created
      hereunder pursuant to sections 23153 and 24874 of the California Revenue and
      Taxation Code, if not paid as otherwise provided for herein, the tax shall
      be
      paid by (i) the Trustee, if any such other tax arises out of or results from
      negligence of the Trustee in the performance of any of its obligations under
      this Agreement, (ii) the Servicer or the Seller, in the case of any such minimum
      tax, if such tax arises out of or results from a breach by the Servicer or
      Seller of any of their obligations under this Agreement, (iii) the Seller,
      if
      any such tax arises out of or results from the Seller’s obligation to repurchase
      a Mortgage Loan pursuant to Section 2.02 or 2.03, or (iv) in all other
      cases, or if the Trustee, the Servicer, or the Seller fails to honor its
      obligations under the preceding clauses (i), (ii), or (iii), any such tax will
      be paid with amounts otherwise to be distributed to the Certificateholders,
      as
      provided in Section 3.09(b).

     


    
      
        
        

      

      
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      The
        Trustee shall treat the Carryover Reserve Fund, the Supplemental Interest
        Trust
        and the Swap Trust as outside reserve funds within the meaning of Treasury
        Regulation 1.860G-2(h) that are owned by the Holders of the Class C
        Certificates.  The Carryover Reserve Fund, Supplemental Interest Trust
        and the Swap Trust shall not be assets of any REMIC created under this
        Agreement.  The Trustee shall treat (a) the rights of the Holders of
        the LIBOR Certificates to receive payments from the Carryover Reserve Fund,
        the
        Supplemental Interest Trust and the Swap Trust as rights in an interest rate
        swap contract written by the Holders of the Class C Certificates, (b) any
        interest accrued pursuant to the REMIC Pass-Through Rate in respect of the
        LIBOR
        Certificates that is not reimbursable through Net Rate Carryover as received
        by
        the related regular interest component and paid to the Class C Certificates
        pursuant to a separate limited recourse interest rate cap contract, and (c)
        any
        Net Rate Carryover paid to a Class of LIBOR Certificates on any Distribution
        Date on which one or more Classes of LIBOR Certificates have not received
        interest accruals up to their REMIC Pass-Through Rate as paid pursuant to
        a
        limited recourse interest rate cap agreement entered into with such Class
        or
        Classes that have not received interest accruals up to their REMIC Pass-Through
        Rate.  The Trustee shall allocate tax basis to each of these
        assets.  The Trustee shall treat the rights of the Holders of the
        LIBOR Certificates to receive payments from the Carryover Reserve Fund, the
        Supplemental Interest Trust and the Swap Trust based on the information provided
        to the Trustee by the Underwriter as soon as practicable after the Closing
        Date.  Thus, the LIBOR Certificates shall be treated as representing
        ownership of not only a Master REMIC regular interest, but also ownership
        of an
        interest in an interest rate cap contract.  Any differences in the
        distributions to a Holder of a LIBOR Certificate (positive or negative) that
        would result from the application of the REMIC Cap rather than the applicable
        Available Funds Rate shall be treated by the Trustee as reconciled among
        the
        LIBOR Certificates by swap payments made pursuant to notional principal
        contracts entered into among the Holders of the LIBOR
        Certificates.

    

     

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

     


    
      
        
        

      

      
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    ARTICLE
      NINE

     

    TERMINATION

     

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

     

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

     

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

     

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

     

    (ii)      the
      lesser of (x) the appraised value of any Delinquent Mortgage Loan or REO
      Property as determined by the higher of two appraisals completed by two
      independent appraisers selected by the Servicer at the expense of the Servicer
      and (y) the Stated Principal Balance of each such Delinquent Mortgage Loan
      or
      Mortgage Loan related to such REO Property, in each case plus accrued and unpaid
      interest thereon at the applicable Adjusted Net Mortgage Rate, and

     

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

     

    (b)           the
      later of

     

    (i)       the
      maturity or other liquidation (or any Advance with respect thereto) of the
      last
      Mortgage Loan and the disposition of all REO Property and

     

    (ii)      the
      distribution to Certificateholders of all amounts required to be distributed
      to
      them pursuant to this Agreement.  In no event shall the trusts created
      hereby continue beyond the expiration of 21 years from the death of the survivor
      of the descendants of Joseph P.  Kennedy, the late Ambassador of the
      United States to the Court of St. James’s, living on the date of this
      Agreement.

     

    The
      right
      to purchase all Mortgage Loans and REO Properties pursuant to clause (a) above
      shall be conditioned upon the aggregate Stated Principal Balance of those
      Mortgage Loans, at the time of any such repurchase, aggregating less than ten
      percent (10%) of the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the Cut-off Date.  The first Distribution Date on which the right
      to purchase all Mortgage Loans and REO Properties pursuant to clause (a) above
      first becomes exercisable is referred to as the “Optional
      Termination Date.”  The Servicer shall effect any such
      repurchase by depositing (x) the purchase price, as calculated above, as of
      the
      month preceding the date on which such purchase price shall be distributed
      to
      Certificateholders into the Certificate Account and (y) any Swap Termination
      Payment owed to the Swap Counterparty and any outstanding principal balance
      on
      any net interest margin securities backed by the Class C
      Certificates.  With such repurchase, the Servicer shall acquire any
      rights or potential rights of the Certificateholders or the Trustee to causes
      of
      action against any Person relating to the Mortgage Loans or the origination
      of
      the Mortgage Loans, including, without limitation, the right to enforce any
      breach of a representation or warranty made at any time with respect to the
      Mortgage Loans.

     

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

       

    


    
      
        
        

      

      
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    Section
      9.02.    Final Distribution on
      the Certificates.

     

    If
      on any
      Determination Date the Servicer determines that there are no Outstanding
      Mortgage Loans and no other funds or assets in the Trust Fund other than the
      funds in the Certificate Account, the Servicer shall direct the Trustee promptly
      to send a final distribution notice to each Certificateholder.  If the
      Servicer elects to terminate the Trust Fund pursuant to clause (a) of
      Section 9.01, no later than the 15th day of
      the month
      preceding the month of the final Distribution Date the Servicer shall notify
      the
      Depositor and the Trustee of the date the Servicer intends to terminate the
      Trust Fund and of the applicable repurchase price of the Mortgage Loans and
      REO
      Properties.

     

    Notice
      of
      any termination of the Trust Fund specifying the Distribution Date on which
      Certificateholders may surrender their Certificates for payment of the final
      distribution and cancellation shall be given promptly by the Trustee by letter
      to Certificateholders mailed not earlier than the 15th day and not later than
      the last day of the month next preceding the month of such final
      distribution.  Any such notice shall specify (a) the Distribution Date
      upon which final distribution on the Certificates will be made upon presentation
      and surrender of Certificates at the office therein designated, (b) the amount
      of such final distribution, (c) the location of the office or agency at which
      such presentation and surrender must be made, and (d) that the Record Date
      otherwise applicable to the Distribution Date is not applicable, distributions
      being made only upon presentation and surrender of the Certificates at the
      office therein specified.  The Servicer will give such notice to each
      Rating Agency at the time such notice is given to
      Certificateholders.

     

    If
      this
      notice is given, the Servicer shall cause all funds in the Certificate Account
      to be remitted to the Trustee for deposit in the Distribution Account on the
      Business Day before the applicable Distribution Date in an amount equal to
      the
      final distribution in respect of the Certificates.  Upon such final
      deposit with respect to the Trust Fund and the receipt by the Trustee of a
      Request for Release therefor, the Trustee shall promptly release to the Servicer
      the Mortgage Files for the Mortgage Loans.

     

    Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Certificateholders of each Class on the final Distribution
      Date and in the order set forth in Section 4.02, an amount equal to (i) as
      to each Class of Regular Certificates (other than the Notional Amount
      Certificates), its Certificate Balance plus for each such Class accrued interest
      thereon (or on their Notional Amount, if applicable) in the case of an
      interest-bearing Certificate and (ii) as to the Residual Certificates, any
      amount remaining on deposit in the Distribution Account (other than the amounts
      retained to meet claims) after application pursuant to clause (i)
      above.  Notwithstanding the reduction of the Certificate Balance of
      any Class of Certificates to zero, such Class will be outstanding hereunder
      solely for the purpose of receiving distributions and for no other purpose
      until
      the termination of the respective obligations and responsibilities of the
      Depositor, the Servicer and the Trustee hereunder in accordance with Article
      Nine.  The foregoing provisions are intended to distribute to each
      Class of Regular Certificates any accrued and unpaid interest and principal
      to
      which they are entitled based on the Pass-Through Rates and actual Class
      Certificate Balances or Notional Amounts set forth in the Preliminary Statement
      upon liquidation of the Trust Fund.

     

    If
      any
      affected Certificateholder does not surrender its Certificates for cancellation
      within six months after the date specified in the above mentioned written
      notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto.  If within six months
      after the second notice all the applicable Certificates shall not have been
      surrendered for cancellation, the Trustee may take appropriate steps, or may
      appoint an agent to take appropriate steps, to contact the remaining
      Certificateholders concerning surrender of their Certificates, and the cost
      thereof shall be paid out of the funds and other assets which remain a part
      of
      the Trust Fund.  If within one year after the second notice all
      Certificates shall not have been surrendered for cancellation, then the Holders
      of the Class A-R Certificates shall be entitled to all unclaimed funds and
      other
      assets of the Trust Fund which remain subject hereto.

     


    
      
        
        

      

      
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    Section
      9.03.    Additional
      Termination Requirements.

     

    (a)           If
      the Servicer exercises its purchase option with respect to the Mortgage Loans
      as
      provided in Section 9.01, the Trust Fund shall be terminated in accordance
      with the following additional requirements, unless the Trustee has been supplied
      with an Opinion of Counsel, at the expense of the Servicer, to the effect that
      the failure to comply with the requirements of this Section 9.03 will not
      (i) result in the imposition of taxes on “prohibited transactions” on any REMIC
      created hereunder as defined in section 860F of the Code, or (ii) cause any
      REMIC created under this Agreement to fail to qualify as a REMIC at any time
      that any Certificates are outstanding:

     

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

     

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

     

    Section
      9.04.    Termination of the
      Supplemental Interest Trust; and the Swap Trust.

     

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

     


    
      
        
        

      

      
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    ARTICLE
      TEN

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      10.01.    Amendment.

     

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

     

    No
      action
      pursuant to clauses (v), (vi) or (vii) above may, as evidenced by an Opinion
      of
      Counsel (which Opinion of Counsel shall not be an expense of the Trustee or
      the
      Trust Fund), adversely affect in any material respect the interests of any
      Certificateholder.  The amendment shall not be deemed to adversely
      affect in any material respect the interests of the Certificateholders if the
      Person requesting the amendment obtains a letter from each Rating Agency stating
      that the amendment would not result in the downgrading, qualification or
      withdrawal of the respective ratings then assigned to the
      Certificates.  Any such letter in and of itself will not represent a
      determination as to the materiality of any amendment and will represent a
      determination only as to the credit issues affecting any rating.  Each
      party to this Agreement agrees that it will cooperate with each other party
      in
      amending this Agreement pursuant to clause (v) above.

     

    The
      Trustee, the Depositor, and the Servicer also may at any time and from time
      to
      time amend this Agreement without the consent of the Certificateholders to
      modify, eliminate or add to any of its provisions to the extent necessary or
      helpful to (i) maintain the qualification of any REMIC created under this
      Agreement as a REMIC under the Code, (ii) avoid or minimize the risk of the
      imposition of any tax on any REMIC created under this Agreement pursuant to
      the
      Code that would be a claim at any time before the final redemption of the
      Certificates, or (iii) comply with any other requirements of the Code, if the
      Trustee has been provided an Opinion of Counsel, which opinion shall be an
      expense of the party requesting such opinion but in any case shall not be an
      expense of the Trustee or the Trust Fund, to the effect that the action is
      necessary or helpful for one of the foregoing purposes.

     

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

     

    (i)       reduce
      in any manner the amount of, or delay the timing of, payments required to be
      distributed on any Certificate without the consent of the Holder of such
      Certificate,

     


    
      
        
        

      

      
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    (ii)      amend,
      modify, add to, rescind, or alter in any respect Section 10.13,
      notwithstanding any contrary provision of this Agreement, without the consent
      of
      the Holders of Certificates evidencing Percentage Interests aggregating not
      less
      than 66 2/3% (provided, however, that no Certificates held by the Seller, the
      Depositor or any Affiliate thereby shall be given effect for the purpose of
      calculating any such aggregation of Percentage Interests), or

     

    (iii)     reduce
      the aforesaid percentages of Certificates the Holders of which are required
      to
      consent to any such amendment, without the consent of the Holders of all such
      Certificates then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless (i) it shall have first received an Opinion
      of Counsel, which opinion shall not be an expense of the Trustee or the Trust
      Fund, to the effect that such amendment will not cause the imposition of any
      tax
      on any REMIC created under this Agreement or the Certificateholders or cause
      any
      REMIC created hereunder to fail to qualify as a REMIC at any time that any
      Certificates are outstanding and (ii) because the Trust Fund is required to
      be a
      Qualifying Special Purpose Entity (as that term is defined in Statement of
      Financial Accounting Standards No. 140 (“SFAS 140”), in order for the Seller to
      continue to account for the transfer of the Mortgage Loans under this Agreement
      as a sale under SFAS 140, prior to the parties hereto entering into such an
      amendment, the Trustee shall receive an Officer’s Certificate, which shall not
      be an expense of the Trustee or the Trust Fund, to the effect that such
      amendment would not “significantly change” (within the meaning of SFAS 140) the
      permitted activities of the Trust Fund so as to cause the Trust Fund to fail
      to
      qualify as a Qualifying Special Purpose Entity.

     

    Notwithstanding
      any contrary provision of this Agreement, no amendment shall adversely affect
      in
      any material respect the Swap Counterparty without the prior written consent
      of
      the Swap Counterparty, which consent shall not be unreasonably
      withheld.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance or a copy of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 10.01 to approve the particular form of any proposed amendment, but
      it shall be sufficient if such consent shall approve the substance
      thereof.  The manner of obtaining such consents and of evidencing the
      authorization of the execution thereof by Certificateholders shall be subject
      to
      such reasonable regulations as the Trustee may prescribe.

     

    Nothing
      in this Agreement shall require the Trustee to enter into an amendment without
      receiving an Opinion of Counsel (which Opinion shall not be an expense of the
      Trustee or the Trust Fund), satisfactory to the Trustee that (i) such amendment
      is permitted and is not prohibited by this Agreement and that all requirements
      for amending this Agreement have been complied with; and (ii) either (A) the
      amendment does not adversely affect in any material respect the interests of
      any
      Certificateholder or (B) the conclusion set forth in the preceding clause (A)
      is
      not required to be reached pursuant to this Section 10.01.

     


    
      
        
        

      

      
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    Section
      10.02.    Recordation of
      Agreement; Counterparts.

     

    This
      Agreement is subject to recordation in all appropriate public offices for real
      property records in all the counties or other comparable jurisdictions in which
      any or all of the properties subject to the Mortgages are situated, and in
      any
      other appropriate public recording office or elsewhere, such recordation to
      be
      effected by the Servicer at its expense, but only upon receipt of an Opinion
      of
      Counsel to the effect that such recordation materially and beneficially affects
      the interests of the Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      10.03.    Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      10.04.    Intention of
      Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance (i) of the Mortgage
      Loans by the Seller to the Depositor and (ii) of the Trust Fund by the Depositor
      to the Trustee each be, and be construed as, an absolute sale
      thereof.  It is, further, not the intention of the parties that such
      conveyances be deemed a pledge thereof.  However, if, notwithstanding
      the intent of the parties, the assets are held to be the property of the Seller
      or Depositor, as the case may be, or if for any other reason this Agreement
      is
      held or deemed to create a security interest in either such assets, then (i)
      this Agreement shall be deemed to be a security agreement within the meaning
      of
      the UCC and (ii) the conveyances provided for in this Agreement shall be deemed
      to be an assignment and a grant (i) by the Seller to the Depositor or (ii)
      by
      the Depositor to the Trustee, for the benefit of the Certificateholders, of
      a
      security interest in all of the assets transferred, whether now owned or
      hereafter acquired.

     

    The
      Seller and the Depositor for the benefit of the Certificateholders shall, to
      the
      extent consistent with this Agreement, take such actions as may be necessary
      to
      ensure that, if this Agreement were deemed to create a security interest in
      the
      Trust Fund, such security interest would be deemed to be a perfected security
      interest of first priority under applicable law and will be maintained as such
      throughout the term of the Agreement.  The Depositor shall arrange for
      filing any Uniform Commercial Code continuation statements in connection with
      any security interest granted or assigned to the Trustee for the benefit of
      the
      Certificateholders.

     

    Section
      10.05.    Notices.

     

    (a)           The
      Trustee shall use its best efforts to promptly provide notice to each Rating
      Agency and the Swap Counterparty with respect to each of the following of which
      it has actual knowledge:

     

    
      	
               

            	
              1.

            	
              Any
                material change or amendment to this
                Agreement;

            


    

     


    
      
        
        

      

      
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              2.

            	
              The
                occurrence of any Event of Default that has not been
                cured;

            


    

     

    
      	
               

            	
              3.

            	
              The
                resignation or termination of the Servicer or the Trustee and the
                appointment of any successor;

            


    

     

    
      	
               

            	
              4.

            	
              The
                repurchase or substitution of Mortgage Loans pursuant to
                Section 2.03; and

            


    

     

    
      	
               

            	
              5.

            	
              The
                final distribution to
                Certificateholders.

            


    

     

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

     

    
      	
               

            	
              1.

            	
              Each
                report to Certificateholders described in
                Section 4.05;

            


    

     

    
      	
               

            	
              2.

            	
              Each
                annual statement as to compliance described in
                Section 3.17;

            


    

     

    
      	
               

            	
              3.

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

            


    

     

    
      	
               

            	
              4.

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

            


    

     

    (b)           All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered to (a) in the case of the
      Depositor, IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena, California 91101,
      Attention:  Secondary Marketing:  Transaction Management;
      (b) in the case of the Servicer, IndyMac Bank, F.S.B., 888 East Walnut Street,
      Pasadena, California 91101-7211, Attention:  Secondary
      Marketing:  Transaction Management or such other address as may be
      hereafter furnished to the Depositor and the Trustee by the Servicer in writing;
      (c) in the case of the Trustee to the Corporate Trust Office, Deutsche Bank
      National Trust Company, 1761 East St. Andrew Place, Santa Ana, California
      92705-4934, Attention:  Mortgage Administration IN07F5, Series
      2007-FLX5, or such other address as the Trustee may hereafter furnish to the
      Depositor or Servicer, (d) in the case of each of the Rating Agencies, the
      address specified therefor in the definition corresponding to the name of such
      Rating Agency , and (e) in the case of the Swap Counterparty and the Corridor
      Counterparty, to the address specified in the Swap Contract and in the Corridor
      Contract, respectively.  Notices to Certificateholders shall be deemed
      given when mailed, first class postage prepaid, to their respective addresses
      appearing in the Certificate Register.

     

    Section
      10.06.    Severability of
      Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      10.07.    Assignment

     

    Notwithstanding
      anything to the contrary contained in this Agreement, except as provided in
      Section 6.02, this Agreement may not be assigned by the Servicer without
      the prior written consent of the Trustee and Depositor.

     


    
      
        
        

      

      
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    Section
      10.08.    Limitation on Rights
      of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the trust created by this Agreement, nor entitle such
      Certificateholder’s legal representative or heirs to claim an accounting or to
      take any action or commence any proceeding in any court for a petition or
      winding up of the trust created hereby, or otherwise affect the rights,
      obligations and liabilities of the parties to this Agreement or any of
      them.

     

    No
      Certificateholder shall have any right to vote (except as provided in this
      Agreement) or in any manner otherwise control the operation and management
      of
      the Trust Fund, or the obligations of the parties to this Agreement, nor shall
      anything herein set forth or contained in the terms of the Certificates be
      construed so as to constitute the Certificateholders from time to time as
      partners or members of an association; nor shall any Certificateholder be under
      any liability to any third party because of any action taken by the parties
      to
      this Agreement pursuant to any provision of this Agreement.

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as provided in this Agreement, and
      unless the Holders of Certificates evidencing not less than 25% of the Voting
      Rights evidenced by the Certificates shall also have made written request to
      the
      Trustee to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the costs, expenses, and liabilities to be incurred therein
      or thereby, and the Trustee, for 60 days after its receipt of such notice,
      request and offer of indemnity shall have neglected or refused to institute
      any
      such action, suit or proceeding; it being understood and intended, and being
      expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders.  For the protection and
      enforcement of this Section 10.08, each Certificateholder and the Trustee
      shall be entitled to any relief that can be given either at law or in equity.
      As
      long as any Voting Rights are held by parties other than the Seller, its
      Affiliates, or its agents, Voting Rights of Certificates held by the Seller,
      its
      Affiliates or its agents as the Seller shall certify to the Trustee upon any
      such entity obtaining such ownership will be excluded from participating in
      such
      voting arrangements, and excluded from determining the 25%
      threshold.

     

    Section
      10.09.    Inspection and Audit
      Rights.

     

    The
      Servicer agrees that, on reasonable prior notice, it will permit any
      representative of the Depositor or the Trustee during the Servicer’s normal
      business hours, to examine all the books of account, records, reports and other
      papers of the Servicer relating to the Mortgage Loans, to make copies and
      extracts therefrom, to cause such books to be audited by independent certified
      public accountants selected by the Depositor or the Trustee and to discuss
      its
      affairs, finances and accounts relating to the Mortgage Loans with its officers,
      employees and independent public accountants (and by this provision the Servicer
      hereby authorizes said accountants to discuss with such representative such
      affairs, finances and accounts), all at such reasonable times and as often
      as
      may be reasonably requested.  Any out-of-pocket expense incident to
      the exercise by the Depositor or the Trustee of any right under this
      Section 10.09 shall be borne by the party requesting such inspection; all
      other such expenses shall be borne by the Servicer.

     


    
      
        
        

      

      
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    Section
      10.10.    Certificates
      Nonassessable and Fully Paid.

     

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

     

    Section
      10.11.    Official
      Record.

     

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

     

    Section
      10.12.    Protection of
      Assets.

     

    (a)           Except
      for transactions and activities entered into in connection with the
      securitization that is the subject of this Agreement, the trust created by
      this
      Agreement is not authorized and has no power to:

     

    (i)       borrow
      money or issue debt;

     

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

     

    (iii)     engage
      in any business or activities.

     

    (b)           Each
      party to this Agreement agrees that it will not file an involuntary bankruptcy
      petition against the Trustee or the Trust Fund or initiate any other form of
      insolvency proceeding until after the Certificates have been paid in
      full.

     

    Section
      10.13.    Qualifying Special
      Purpose Entity.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trust Fund shall not hold any
      property or engage in any activity that would disqualify the Trust Fund from
      being a qualifying special purpose entity under generally accepted accounting
      principles.

     


    
      
        
        

      

      
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    ARTICLE
      ELEVEN

     

    EXCHANGE
      ACT REPORTING

     

    Section
      11.01.    Filing
      Obligations.

     

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

     

    Section
      11.02.    Form 10-D
      Filings.

     

    (a)           In
      accordance with the Exchange Act, unless no reporting obligation under the
      Exchange Act exists at such time with respect to the Trust Fund, the Trustee
      shall prepare for filing and file within 15 days after each Distribution Date
      (subject to permitted extensions under the Exchange Act) with the Commission
      with respect to the Trust Fund, a Form 10-D with copies of the Monthly Report
      and, to the extent delivered to the Trustee, no later than five calendar days
      following the Distribution Date, such other information identified by the
      Depositor or the Servicer, in writing, to be filed with the Commission (such
      other information, the “Additional Designated
      Information”).  If the Depositor or Servicer directs
      that any Additional Designated Information is to be filed with any Form 10-D,
      the Depositor or Servicer, as the case may be, shall specify the Item on Form
      10-D to which such information is responsive and, with respect to any Exhibit
      to
      be filed on Form 10-D, the Exhibit number.  Any information to be
      filed on Form 10-D shall be delivered to the Trustee in EDGAR-compatible form
      or
      as otherwise agreed upon by the Trustee and the Depositor or the Servicer,
      as
      the case may be, at the Depositor’s expense, and any necessary conversion to
      EDGAR-compatible format will be at the Depositor’s expense.  At the
      reasonable request of, and in accordance with the reasonable directions of,
      the
      Depositor or the Servicer, subject to the two preceding sentences, the Trustee
      shall prepare for filing and file an amendment to any Form 10-D previously
      filed
      with the Commission with respect to the Trust Fund.  The Depositor
      shall sign the Form 10-D filed on behalf of the Trust Fund.

     

    The
      Trustee shall prepare each Form 10-D and, no later than five Business Days
      prior
      to the date on which such Form 10-D is required to be filed, deliver a copy
      of
      such Form 10-D to the Depositor for review.  No later than the
      Business Day following the receipt thereof, the Depositor shall notify the
      Trustee of any changes to be made to the Form 10-D.  The Trustee shall
      make any changes thereto requested by the Depositor and deliver the final Form
      10-D to the Depositor for signature no later than three Business Days prior
      to
      the date on which such Form 10-D must be filed by the Trustee in accordance
      with
      this Section 11.02.  The Depositor shall execute the final Form
      10-D and deliver the same to the Trustee via electronic mail
      (DBSEC.Notifications@db.com) or facsimile no later than the Business Day
      following receipt of the same (which, unless not received within such time
      frame
      from the Trustee, shall be no later than two Business Days prior to the date
      on
      which the Form 10-D is required to be filed), with an original executed hard
      copy to follow by overnight courier.

     


    
      
        
        

      

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

     

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

     

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

     

    Section
      11.03.    Form 8-K
      Filings.

     

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

     

    Section
      11.04.    Form 10-K
      Filings.

     

    Prior
      to
      (x) March 31, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, March 31st of each year thereafter (or, in either case, such
      earlier date as may be required by the Exchange Act), the Trustee shall, subject
      to the provisions of this Section 11.04, file a Form 10-K, with respect to
      the
      Trust Fund.  The Trustee shall prepare and file on behalf of the Trust
      Fund a Form 10-K, in form and substance as required by the Exchange
      Act.  The Trustee shall prepare each Form 10-K and, no later than 5
      Business Days prior to the date on which such Form 10-K is required to be filed,
      deliver a copy of such Form 10-K to the Depositor for review.  No
      later than the Business Day following the receipt thereof, the Depositor shall
      notify the Trustee of any changes to be made to the Form 10-K. The Trustee
      shall
      make any changes thereto requested by the Depositor and deliver the final Form
      10-K to the Depositor for signature no later than three Business Days prior
      to
      the date on which such Form 10-K must be filed by the Trustee in accordance
      with
      this Section 11.04.  The Depositor shall execute the final Form 10-K
      and deliver the same to the Trustee via electronic mail
      (DBSEC.Notifications@db.com) or facsimile no later than Business Day following
      receipt of the same (which, unless not received within such time frame from
      the
      Trustee, shall be no later than two Business Days prior to the date on which
      the
      From 10-K is required to be filed), with an original executed hard copy to
      follow by overnight mail. Such Form 10-K shall include the Assessment of
      Compliance, Attestation Report, Annual Compliance Statements and other
      documentation provided by the Servicer pursuant to Sections 3.17 and 11.07,
      a
      certification in the form attached hereto as Exhibit O-1 (the “Depositor
      Certification”), which shall be signed by the senior officer of the Depositor in
      charge of securitization, and an accountant’s report described under Section
      11.07.  Each Form 10-K shall also include any Sarbanes-Oxley
      Certification required to be included therewith, as described in Section
      11.05.

     


    
      
        
        

      

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

     

    As
      to
      each item of information required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, the Trustee's or Depositor’s obligation to include the information in
      the applicable report is subject to receipt from the entity that is indicated
      in
      Exhibit Q as the responsible party for providing that information, if other
      than
      the Trustee or the Depositor, as applicable, as and when required as described
      above.  Each of the Trustee, the Servicer and the Depositor, as
      applicable, hereby agree to notify and provide to the Trustee and the Depositor
      all information that is required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, with respect to which that entity is indicated in Exhibit Q as the
      responsible party for providing that information. In the case
      of  information to be included in the From 10-D, such information
      shall be delivered to the Trustee (with a copy to the Depositor) no later than
      5
      calendar days following each Distribution Date. In the case
      of  information to be included in the Form 8-K, such information shall
      be delivered to the Depositor no later than 2 Business Days following the
      occurrence of a reportable event.  In the case of information to be
      included in the From 10-K, such information, other than the documentation
      provided pursuant to Sections 3.17 and 11.07, shall be delivered to the Trustee
      no later than (x) March 1, 2008 (with a 15 day cure period) and (y) unless
      and
      until a Form 15 Suspension Notice shall have been filed, March 1st of each
      year
      thereafter.  The Servicer shall be responsible for determining the
      pool concentration applicable to any subservicer or originator at any time,
      for
      purposes of disclosure as required by Items 1117 and 1119 of Regulation
      AB.  The Trustee shall provide electronic or paper copies of all Form
      10-D, 8-K and 10-K filings free of charge to any Certificateholder upon
      request.

     

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

     

    The
      Trustee shall indemnify and hold harmless the Depositor and its officers,
      directors and Affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses (incurred by the Depositor in the absence of and
      to
      the extent of its own negligence, willful misconduct or bad faith) arising
      out
      of or based upon (i) a breach of the Trustee’s obligations under this Section
      11.04 and Section 11.07 (to the extent such breach occurred as a result of
      its
      own negligence, willful misconduct or bad faith) or (ii) any material
      misstatement or omission contained in any information provided by the Trustee
      including, without limitation, in the certification provided by the Trustee
      in
      the form of Exhibit O-2 or the assessment of compliance provided pursuant to
      Section 11.07.  If the indemnification provided for herein is
      unavailable or insufficient to hold harmless the Depositor, then the Trustee
      agrees that it shall contribute to the amount paid or payable by the Depositor
      as a result of the losses, claims, damages or liabilities of the Depositor
      in
      such proportion as is appropriate to reflect the relative fault of the Depositor
      on the one hand and the Trustee on the other.  This indemnification
      shall survive the termination of this Agreement or the termination of any party
      to this Agreement.

     

    The
      Servicer shall indemnify and hold harmless the Depositor, the Trustee and their
      respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon (i) a breach of the Servicer’s obligations under Sections
      3.17, 11.07 or 11.04 or (ii) any material misstatement or omission contained
      in
      any information provided by the Servicer including, without limitation, in
      the
      information  provided pursuant to Sections 3.17 and 11.07. This
      indemnification shall survive the termination of this Agreement or the
      termination of any party to this Agreement.

     


    
      
        
        

      

      
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    The
      Depositor shall indemnify and hold harmless the Servicer, the Trustee and their
      respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon (i) a breach of the Depositor’s obligations under this
      Section 11.04 or (ii) any material misstatement or omission contained in any
      information provided by the Depositor.

     

    The
      Trustee will have no duty or liability to verify the accuracy or sufficiency
      of
      any information not prepared by it included in any Form 10-D, Form 10-K or
      Form
      8-K.  The Trustee shall have no liability with respect to any failure
      to properly prepare or file any Form 10-D or Form 10-K resulting from or
      relating to the Trustee's inability or failure to receive any information in
      a
      timely manner from the party responsible for delivery of such
      information.  The Trustee shall have no liability with respect to any
      failure to properly file any Form 10-D or 10-K resulting from or relating to
      the
      Depositor's failure to timely comply with the provisions of this
      section.  Nothing herein shall be construed to require the Trustee or
      any officer, director or Affiliate thereof to sign any Form 10-D, Form 10-K
      or
      Form 8-K. Copies of all reports filed by the Trustee under the Exchange Act
      shall be sent to the Depositor electronically or at the address set forth in
      Section 10.05.  Fees and expenses incurred by the Trustee in
      connection with this Section 11.04 shall not be reimbursable from the Trust
      Fund.

     

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

     

    To
      the
      extent that, following the Closing Date, the Depositor certifies that reports
      and certifications differing from those required under this Section 11.04 are
      necessary to comply with the reporting requirements under the Exchange Act,
      the
      parties hereto hereby agree that each will reasonably cooperate to amend the
      provisions of this Section 11.04 in order to comply with such amended reporting
      requirements and such amendment of this Section 11.04.  Any such
      amendment may result in the reduction of the reports executed by and filed
      on
      behalf of the Depositor under the Exchange Act.  Notwithstanding the
      foregoing, the Trustee shall not be obligated to enter into any amendment
      pursuant to this Section that adversely affects its obligations and immunities
      under this Agreement.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 11.07
      and
      this Section 11.04 of this Agreement is to facilitate compliance by the
      Depositor with the provisions of Regulation AB.  Therefore, each of
      the parties agree that (a) the obligations of the parties hereunder shall be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will 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.

     


    
      
        
        

      

      
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    Section
      11.05.    Sarbanes-Oxley
      Certification.

     

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

     

    Section
      11.06.    Form 15
      Filing.

     

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

     

    Section
      11.07.    Report on Assessment
      of Compliance and Attestation.

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      11.08.    Use of
      Subcontractors.

     

    (a)           [Reserved].

     


    
      
        
        

      

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

     

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

     

    Section
      11.09.    Amendments.

     

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

     

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

     

    *  *  *  *  *  *

     


    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    


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

     

    
      	 	
              IndyMac
                MBS, Inc.

              as
                Depositor

               

              By:  /s/ 
                Jill Jacobson

              Name:  Jill
                Jacobson

              Title:
                Vice President

               

              Deutsche
                Bank National Trust Company,

              as
                Trustee, Swap Trustee and Supplemental Interest Trustee

               

              By:  /s/ Marion
                Hogan

              Name:  Marion
                Hogan

              Title:  Associate

               

              By: 
                /s/ Jennifer Hermansader

              Name:  Jennifer
                Hermansader

              Title:  Associate

               

              IndyMac
                Bank, F.S.B.

              as
                Seller and Servicer

               

              By:  /s/
                Jill Jacobson

              Name:  Jill
                Jacobson

              Title:  Vice
                President

               

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              :  ss.:

            	 
	
              COUNTY
                OF Los Angeles

            	
              )

            	 


    

    


    On
      this 27 day of June, 2007, before me, personally appeared Jill Jacobson,
      known to me to be a Vice President of IndyMac MBS, Inc., one of the entities
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              By: 
                /s/ Evan Fitzsimon

              Notary
                Public

            


    

    


    


    [NOTARIAL
      SEAL]

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              :  ss.:

            	 
	
              COUNTY
                OF Orange

            	
              )

            	 


    

    


    On
      this 22nd day of June, 2007, before me, personally appeared Marion Hogan
      and Jennifer Hermansader, known to me to be an Associate and an Associate,
      respectively, of Deutsche Bank National Trust Company, one of the entities
      that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              By:
                /s/ Tiffany Yuan

              Notary
                Public

            


    

    


    [NOTARIAL
      SEAL]


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              :  ss.:

            	 
	
              COUNTY
                OF Los Angeles

            	
              )

            	 


    

    


    On
      this 27 day of June, 2007, before me, personally appeared Jill Jacobson,
      known to me to be a Vice President of IndyMac Bank, F.S.B., one of the entities
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	
              By: 
                /s/ Evan Fitzsimon

              Notary
                Public

            


    

    


     

    [NOTARIAL
      SEAL]

     

    


     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Schedule
      I


     

    MORTGAGE
      LOAN SCHEDULE [DELIVERED AT CLOSING TO TRUSTEE]

     

    


     


    
      
        
        

      

      
        S-1-1

        
          

        

      

      
        
        

      

    


    Schedule
      II

     

    INDYMAC
      MBS, INC. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-FLX5

     

    Representations
      and Warranties of the Seller/Servicer

     

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

     

    (1)           IndyMac
      is duly organized as a federally insured savings bank and is validly existing
      and in good standing under the laws of the United States of America and is
      duly
      authorized and qualified to transact any business contemplated by the Pooling
      and Servicing Agreement to be conducted by IndyMac in any state in which a
      Mortgaged Property is located or is otherwise not required under applicable
      law
      to effect such qualification and, in any event, is in compliance with the doing
      business laws of any such state, to the extent necessary to ensure its ability
      to enforce each Mortgage Loan, to service the Mortgage Loans in accordance
      with
      the Pooling and Servicing Agreement and to perform any of its other obligations
      under the Pooling and Servicing Agreement in accordance with the terms
      thereof.

     

    (2)           IndyMac
      has the full corporate power and authority to sell and service each Mortgage
      Loan, and to execute, deliver and perform, and to enter into and consummate
      the
      transactions contemplated by the Pooling and Servicing Agreement and has duly
      authorized by all necessary corporate action on the part of IndyMac the
      execution, delivery and performance of the Pooling and Servicing Agreement;
      and
      the Pooling and Servicing Agreement, assuming the due authorization, execution
      and delivery thereof by the other parties thereto, constitutes a legal, valid
      and binding obligation of IndyMac, enforceable against IndyMac in accordance
      with its terms, except that (a) the enforceability thereof may be limited by
      bankruptcy, insolvency, moratorium, receivership and other similar laws relating
      to creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought.

     

    (3)           The
      execution and delivery of the Pooling and Servicing Agreement by IndyMac, the
      sale and servicing of the Mortgage Loans by IndyMac under the Pooling and
      Servicing Agreement, the consummation of any other of the transactions
      contemplated by the Pooling and Servicing Agreement, and the fulfillment of
      or
      compliance with the terms thereof are in the ordinary course of business of
      IndyMac and will not (A) result in a material breach of any term or provision
      of
      the charter or by-laws of IndyMac or (B) materially conflict with, result in
      a
      material breach, violation or acceleration of, or result in a material default
      under, any other material agreement or instrument to which IndyMac is a party
      or
      by which it may be bound, or (C) constitute a material violation of any statute,
      order or regulation applicable to IndyMac of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over IndyMac
      (including the OTS, the Federal Deposit Insurance Corporation or any other
      governmental entity having regulatory authority over IndyMac); and IndyMac
      is
      not in breach or violation of any material indenture or other material agreement
      or instrument, or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or governmental body having jurisdiction
      over it (including the OTS, the Federal Deposit Insurance Corporation or any
      other governmental entity having regulatory authority over IndyMac) which breach
      or violation may materially impair IndyMac’s ability to perform or meet any of
      its obligations under the Pooling and Servicing Agreement.

     


    
      
        
        

      

      
        S-II-1

        
          

        

      

      
        
        

      

    


    


    (4)           IndyMac
      is an approved servicer of conventional mortgage loans for FNMA or FHLMC or
      is a
      mortgagee approved by the Secretary of Housing and Urban Development pursuant
      to
      Sections 203 and 211 of the National Housing Act.

     

    (5)           No
      litigation is pending or, to the best of IndyMac’s knowledge, threatened against
      IndyMac that would prohibit the execution or delivery of, or performance under,
      the Pooling and Servicing Agreement by IndyMac.

     

    (6)           IndyMac
      is a member of MERS in good standing, and will comply in all material respects
      with the rules and procedures of MERS in connection with the servicing of the
      MERS Mortgage Loans for as long as such Mortgage Loans are registered with
      MERS.

     

    


     


    
      
        
        

      

      
        S-II-2

        
          

        

      

      
        
        

      

    


    Schedule
      III


     

    INDYMAC
      MBS, INC.

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2007-FLX5

     

    Representations
      and Warranties as to the Mortgage Loans

     

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

     

    (1)           The
      information set forth on Schedule I to the Pooling and Servicing Agreement
      with
      respect to each Mortgage Loan is true and correct in all material respects
      as of
      the Closing Date.

     

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

     

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

     

    (4)           Immediately
      before the assignment of the Mortgage Loans to the Depositor, the Seller had
      good title to, and was the sole owner of, each Mortgage Loan free and clear
      of
      any pledge, lien, encumbrance or security interest and had full right and
      authority, subject to no interest or participation of, or agreement with, any
      other party, to sell and assign the same pursuant to the Pooling and Servicing
      Agreement.

     

    (5)           As
      of the 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.

     


    
      
        
        

      

      
        S-III-1

        
          

        

      

      
        
        

      

    


    


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

     

    (8)           No
      Mortgaged Property has been materially damaged by water, fire, earthquake,
      windstorm, flood, tornado or similar casualty (excluding casualty from the
      presence of hazardous wastes or hazardous substances, as to which the Seller
      makes no representation) so as to affect adversely the value of the related
      Mortgaged Property as security for the Mortgage Loan.

     

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

     

    (10)           The
      Seller has not modified the Mortgage in any material respect (except that a
      Mortgage Loan may have been modified by a written instrument which has been
      recorded or submitted for recordation, if necessary, to protect the interests
      of
      the Certificateholders and which has been delivered to the Trustee); satisfied,
      cancelled or subordinated such Mortgage in whole or in part; released the
      related Mortgaged Property in whole or in part from the lien of such Mortgage;
      or executed any instrument of release, cancellation, modification or
      satisfaction with respect thereto.

     

    (11)           A
      lender’s policy of title insurance together with a condominium endorsement and
      extended coverage endorsement, if applicable, and negative amortization
      endorsement in an amount at least equal to the Cut-off Date Principal Balance
      of
      each such Mortgage Loan or a commitment (binder) to issue the same was effective
      on the date of the origination of each Mortgage Loan and each such policy is
      valid and remains in full force and effect.

     

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

     

    (13)           All
      of the improvements which were included for the purpose of determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of such property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property, unless such failure to be
      wholly within such boundaries and restriction lines or such encroachment, as
      the
      case may be, does not have a material effect on the value of the Mortgaged
      Property.

     

    (14)           As
      of the date of origination of each Mortgage Loan, no improvement located on
      or
      being part of the Mortgaged Property is in violation of any applicable zoning
      law or regulation unless such violation would not have a material adverse effect
      on the value of the related Mortgaged Property.  All inspections,
      licenses and certificates required to be made or issued with respect to all
      occupied portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including certificates of occupancy and fire underwriting
      certificates, have been made or obtained from the appropriate authorities,
      unless the lack thereof would not have a material adverse effect on the value
      of
      the Mortgaged Property.

     


    
      
        
        

      

      
        S-III-2

        
          

        

      

      
        
        

      

    


    


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

     

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

     

    (17)           The
      related Mortgage contains customary and enforceable provisions which render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the Mortgaged Property of the benefits of the security, including, (i) in the
      case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
      otherwise by judicial foreclosure.

     

    (18)           With
      respect to each Mortgage constituting a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable by the Certificateholders to the trustee under the deed
      of trust, except in connection with a trustee’s sale after default by the
      Mortgagor.

     

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

     

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

     

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

       

    

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

     


    
      
        
        

      

      
        S-III-3

        
          

        

      

      
        
        

      

    


    


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

     

    (26)           None
      of the Mortgage Loans are Cooperative Loans.

     

    (27)           [Reserved].

     

    (28)           None
      of the Mortgage Loans is a “high cost” loan, “covered” loan (excluding home
      loans defined as “covered home loans” in the New Jersey Home Ownership Security
      Act of 2002 that were originated between November 26, 2003 and July 7, 2004),
      “high risk home” or “predatory” loan or any other similarly designated loan as
      defined under any state, local or federal law,  as defined by
      applicable predatory and abusive lending laws.

     

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

     

    (30)           [Reserved].

     

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

     

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

     

    (33)           [Reserved].

     

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

     

    (35)           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.).  With
      respect to any Mortgage Loan subject to the Georgia Act and secured by owner
      occupied real property or an owner occupied manufactured home located in the
      state of Georgia and originated (or modified) on or after October 1, 2002
      through and including March 7, 2003, such Mortgage Loan was originated by
      IndyMac.  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.).  No Mortgage Loan is a “High-Cost Home Mortgage
      Loan” as defined in Massachusetts Predatory Home Loan Practices Act, effective
      November 6, 2004 (Mass. Ann. Laws Ch. 183C).  None of the Mortgage
      Loans that are secured by property located in the State of Illinois are in
      violation of the provisions of the Illinois Interest Act (815 Ill. Comp. Stat.
      205/1 et. seq.).

     


    
      
        
        

      

      
        S-III-4

        
          

        

      

      
        
        

      

    


    


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

     

    (37)           No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then-current version of Standard & Poor's LEVELS®
Glossary, which is now Version 5.7, 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.

     

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

     

    (39)           To
      the best of the Seller’s knowledge, there was no fraud involved in the
      origination of any Mortgage Loan by the mortgagee or by the Mortgagor, any
      appraiser or any other party involved in the origination of the Mortgage
      Loan.

     

    (40)           Each
      Loan is a “qualified mortgage” under Section 860G(a)(3) of the
      Code.

     

    (41)
      With
      respect to any Mortgage Loan that contains a provision permitting imposition
      of
      a Prepayment Charge upon a prepayment prior to maturity:  (i) prior to
      the Mortgage Loan’s origination (only with respect to Mortgage Loans secured by
      the borrower’s principal residence), the borrower agreed to such Prepayment
      Charge in exchange for a monetary benefit, including but not limited to an
      interest rate or fee reduction, (ii) prior to the Mortgage Loan’s origination
      (only with respect to Mortgage Loans secured by the borrower’s principal
      residence), the Mortgagor was offered the option of obtaining a mortgage loan
      that did not require payment of such a Prepayment Charge, (iii) the Prepayment
      Charge is disclosed to the borrower in the loan documents pursuant to applicable
      state and federal law and (iv) notwithstanding any state or federal law to
      the
      contrary, the Servicer shall not impose such Prepayment Charge 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 Mortgagor’s default.

     

    (42)  The
      methodology used in underwriting the extension of credit for each Mortgage
      Loan
      employs objective mathematical principles that 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.  The
      methodology employed related objective criteria such as the borrower’s income,
      assets, and liabilities to the proposed mortgage payment and, based on such
      methodology, the Seller made a reasonable determination that at the time of
      origination the borrower had the ability to make timely payments on the Mortgage
      Loan.

     


    
      
        
        

      

      
        S-III-5

        
          

        

      

      
        
        

      

    


    


    (43)  No
      Mortgagor of a Mortgage Loan that is secured by the Mortgagor’s principal
      residence 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% of the loan amount.

     

    (44)  The
      Mortgage Loans are exclusively secured by single-family (1-4 unit) residential
      housing.  None of the Mortgage Loans may be on multifamily,
      commercial, industrial, agricultural or undeveloped property, or on any property
      located anywhere except the continental United States, Alaska, Hawaii, Puerto
      Rico, the Virgin Islands and Guam.

     

    (45)  None
      of the Mortgage Loans are on a condominium unit that is part of a condominium
      development that operates as, or holds itself out to be, a condominium hotel
      (“condotel”).  None of the Mortgage Loans are secured by condotel
      units, regardless of whether the unit itself is being used as a condotel
      unit.

     

    


     


    
      
        
        

      

      
        S-III-6

        
          

        

      

      
        
        

      

    


    Schedule
      IV


     

    INDYMAC
      MBS, INC.

    MORTGAGE
      PASS-THROUGH CERTIFICATES,

    SERIES
      2007-FLX5

     

    Form
      of Monthly Report

     

    [on
      file
      with the Trustee]

     

    


     


    
      
        
        

      

      
        S-IV-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    [FORM
      OF
      SENIOR CERTIFICATE]

     

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

     

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

     

    SO
      LONG
      AS THE SWAP CONTRACT OR THE CORRIDOR CONTRACT IS IN EFFECT, NO TRANSFER OF
      THIS
      CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED A
      REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT
      THAT
      EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF
      THE
      CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN’S OR ARRANGEMENT’S
      ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A “PLAN”) NOR A PERSON
      ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT
      SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE
      ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
      (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR THE SERVICE
      PROVIDER EXEMPTION PROVIDED UNDER SECTION 408(B)(17) OF ERISA AND SECTION
      4975(D)(20) OF THE CODE.  ANY PURPORTED TRANSFER OF THIS CERTIFICATE
      PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST TO OR ON BEHALF
      OF A
      PLAN WITHOUT THE DELIVERY TO THE TRUSTEE OF A REPRESENTATION LETTER AS DESCRIBED
      ABOVE SHALL BE VOID AND OF NO EFFECT.  IF THIS CERTIFICATE IS A
      BOOK-ENTRY CERTIFICATE, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A
      REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS
      APPLICABLE.

     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off  Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance of

              this
                Certificate

              (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balances of

              all
                Certificates of this Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	
              %

            
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

    


     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

    Class
      [__]

     

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

     

    IndyMac
      MBS, Inc., as Depositor

     

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

     

    This
      certifies that
                                
      is the registered owner of the Percentage Interest evidenced by this Certificate
      (obtained by dividing the denomination of this Certificate by the aggregate
      Initial Certificate Balances of all Certificates of the Class to which this
      Certificate belongs) in certain monthly distributions with respect to a Trust
      Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc.
      (the “Depositor”).  The Trust Fund was created pursuant to a Pooling
      and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, IndyMac Bank, F.S.B., as seller (in such
      capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”), and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”), swap trustee
      and supplemental interest trustee.  To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    


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

     

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

     

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

     


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


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

     

    Dated:  ____________,
      20__

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

            


    

    


     

    Countersigned:

     

    By 
        ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee

     

     

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [FORM
      OF
      SUBORDINATED CERTIFICATE]

     

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

     

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

     

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

     

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

     

    SO
      LONG
      AS THE SWAP CONTRACT OR THE CORRIDOR CONTRACT IS IN EFFECT, NO TRANSFER OF
      THIS
      CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED A
      REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT
      THAT
      EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER
      RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF
      THE
      CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN’S OR ARRANGEMENT’S
      ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A “PLAN”) NOR A PERSON
      ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN TO EFFECT
      SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS CERTIFICATE ARE
      ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION CLASS EXEMPTION
      (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 OR THE SERVICE
      PROVIDER EXEMPTION PROVIDED UNDER SECTION 408(B)(17) OF ERISA AND SECTION
      4975(D)(20) OF THE CODE.  ANY PURPORTED TRANSFER OF THIS CERTIFICATE
      PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST TO OR ON BEHALF
      OF A
      PLAN WITHOUT THE DELIVERY TO THE TRUSTEE OF A REPRESENTATION LETTER AS DESCRIBED
      ABOVE SHALL BE VOID AND OF NO EFFECT.  IF THIS CERTIFICATE IS A
      BOOK-ENTRY CERTIFICATE, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A
      REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS
      APPLICABLE.

     


    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    


     [NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AND IS NOT
      INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT
      TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
      A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR, IF THE CERTIFICATE HAS BEEN
      THE
      SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, DELIVERS A REPRESENTATION IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN, OR DELIVERS
      TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
      AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE
      CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
      OF
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT
      THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL
      BE
      VOID AND OF NO EFFECT.]

     


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off  Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance of

              this
                Certificate

              (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balances of

              all
                Certificates of this Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 


    

    


     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

    Class
      [___]

     

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

     

    IndyMac
      MBS, Inc., as Depositor

     

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

     

    This
      certifies that
                                
is the registered owner of the Percentage Interest evidenced by this
      Certificate (obtained by dividing the denomination of this Certificate by the
      aggregate Initial Certificate Balances of the denominations of all Certificates
      of the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting primarily of the Mortgage Loans
      deposited by IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, IndyMac Bank,
      F.S.B., as seller (in such capacity, the “Seller”), and as servicer (in such
      capacity, the “Servicer”), and Deutsche Bank National Trust Company, as trustee
      (the “Trustee”), swap trustee and supplemental interest trustee.  To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement.  This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    


    [No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Securities Act
      and any applicable state securities laws or is exempt from the registration
      requirements under said Act and such laws.  In the event that a
      transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such transfer and such
      Certificateholder’s prospective transferee shall each certify to the Trustee in
      writing the facts surrounding the transfer.  In the event that such a
      transfer is to be made within three years from the date of the initial issuance
      of Certificates pursuant hereto, there shall also be delivered (except in the
      case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee
      an Opinion of Counsel that such transfer may be made pursuant to an exemption
      from the Securities Act and such state securities laws, which Opinion of Counsel
      shall not be obtained at the expense of the Trustee, the Seller, the Servicer
      or
      the Depositor.  The Holder hereof desiring to effect such transfer
      shall, and does hereby agree to, indemnify the Trustee and the Depositor against
      any liability that may result if the transfer is not so exempt or is not made
      in
      accordance with such federal and state laws.]

     

     [No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation [letter] from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      or
      other benefit plan subject to Section 406 of ERISA or Section 4975 of
      the Code, or a person acting on behalf of or investing plan assets of any such
      plan, which representation letter shall not be an expense of the Trustee or
      the
      Servicer, (ii) if the Certificate has been the subject of an ERISA-Qualifying
      Underwriting, a representation that the transferee is an insurance company
      which
      is purchasing such Certificate with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate are covered under Sections I and III of PTCE 95-60
      or (iii) in the case of any such Certificate presented for registration in
      the
      name of an employee benefit plan subject to ERISA or Section 4975 of the
      Code (or comparable provisions of any subsequent enactments), or a trustee
      of
      any such plan or any other person acting on behalf of any such plan, an Opinion
      of Counsel satisfactory to the Trustee and addressed to the Trustee and the
      Servicer to the effect that the purchase and holding of such Certificate will
      not result in a nonexempt prohibited transaction under ERISA or
      Section 4975 of the Code and will not subject the Trustee or the Servicer
      to any obligation in addition to those undertaken in the Agreement, which
      Opinion of Counsel shall not be an expense of the Trustee, the Servicer or
      the
      Trust Fund.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Certificate of this Class to or on behalf of an employee
      benefit plan subject to ERISA or to Section 4975 of the Code without the
      opinion of counsel satisfactory to the Trustee as described above shall be
      void
      and of no effect.]

     

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

     


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    


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

     

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

     


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


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

     

    Dated:  ____________,
      20__

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

            


    

    


     

    Countersigned:

    By 
        ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee

     

    


    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
      C

     

    [FORM
      OF
      CLASS A-R CERTIFICATE]

     

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

     

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

     

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

     


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off  Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance of

              this
                Certificate

              (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balances of

              all
                Certificates of this Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 


    

    


     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

     

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

     

    IndyMac
      MBS, Inc., as Depositor

     

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

     

    This
      certifies that
                                
      is the registered owner of the Percentage Interest (obtained by dividing the
      denomination of this Certificate by the aggregate Initial Certificate Balances
      of the denominations of all Certificates of the Class to which this Certificate
      belongs) in certain monthly distributions with respect to a Trust Fund
      consisting of the Mortgage Loans deposited by IndyMac MBS, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, IndyMac Bank, F.S.B., as seller (in such
      capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”), and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”), swap trustee
      and supplemental interest trustee.  To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust Fund will
      be
      made only upon presentment and surrender of this Class A-R Certificate at the
      Corporate Trust Office.

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    


    No
      transfer of a Class A-R Certificate shall be made unless the Trustee shall
      have
      received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      or
      other benefit plan subject to Section 406 of ERISA or Section 4975 of
      the Code, or a person investing on behalf of or with plan assets of any such
      plan, which representation letter shall not be an expense of the Trustee or
      the
      Servicer, (ii) a representation that the purchaser is an insurance company
      which
      is purchasing such Certificate with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and
      holding of such Certificate are covered under Sections I and III of PTCE 95-60
      or (iii) in the case of any such Certificate presented for registration in
      the
      name of an employee benefit plan subject to ERISA or Section 4975 of the
      Code (or comparable provisions of any subsequent enactments), or a trustee
      of
      any such plan or any other person acting on behalf of any such plan, an Opinion
      of Counsel satisfactory to the Trustee and addressed to the Trustee and the
      Servicer to the effect that the purchase and holding of such Class A-R
      Certificate will not result in a nonexempt prohibited transaction under
      Section 406 of ERISA or Section 4975 of the Code and will not subject
      the Trustee or the Servicer to any obligation in addition to those undertaken
      in
      the Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
      the Servicer or the Trust Fund.  Notwithstanding anything else to the
      contrary herein, any purported transfer of a Class A-R Certificate to or on
      behalf of an employee benefit plan subject to ERISA or to Section 4975 of the
      Code without the opinion of counsel satisfactory to the Trustee as described
      above shall be void and of no effect.

     

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

     

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

     

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

     


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


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

     

    Dated:  ____________,
      20__

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________c

            


    

    


     

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee

     


    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-1

     

    [RESERVED]

     


    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-2

     

    [FORM
      OF
      CLASS C CERTIFICATES]

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        D-2-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No.

            	
              :

            
	
              Cut-off
                Date

            	
              :

            
	
              First
                Distribution Date

            	
              :

            
	
              Percentage
                Interest

              of
                this Certificate

              (“Denomination”)

            	
               

              :

            
	
              CUSIP

            	
              :

            
	
              ISIN

            	
              :

            
	
              Interest
                Rate

            	
              :

            
	
              Maturity
                Date

            	
              :

            


    

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

    Class
      C

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of 30-year conventional adjustable-rate mortgage loans (the “Mortgage
      Loans”) secured by first liens on one- to four-family residential
      properties.

     

    IndyMac
      MBS, Inc., as Depositor

     

    Distributions
      in respect of this Certificate are distributable monthly as set forth herein
      or
      in the Agreement (defined below).  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
      in certain monthly distributions with respect to a Trust Fund consisting
      primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, IndyMac Bank, F.S.B., as seller (in such
      capacity, the “Seller”), and as servicer (in such capacity, the “Servicer”), and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”), swap trustee
      and supplemental interest trustee.  To the extent not defined herein,
      the capitalized terms used herein have the meanings assigned in the
      Agreement.  This Certificate is issued under and is subject to the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Certificate by virtue of the acceptance hereof assents and by which
      such
      Holder is bound.

     


    
      
        
        

      

      
        D-2-2

        
          

        

      

      
        
        

      

    


    


    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Securities Act
      and any applicable state securities laws or is exempt from the registration
      requirements under said Act and such laws.  In the event that a
      transfer is to be made in reliance upon an exemption from the Securities Act
      and
      such laws, in order to assure compliance with the Securities Act and such laws,
      the Certificateholder desiring to effect such transfer and such
      Certificateholder’s prospective transferee shall each certify to the Trustee in
      writing the facts surrounding the transfer.  In the event that such a
      transfer is to be made within three years from the date of the initial issuance
      of Certificates pursuant hereto, there shall also be delivered (except in the
      case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee
      an Opinion of Counsel that such transfer may be made pursuant to an exemption
      from the Securities Act and such state securities laws, which Opinion of Counsel
      shall not be obtained at the expense of the Trustee, the Seller, the Servicer
      or
      the Depositor.  The Holder hereof desiring to effect such transfer
      shall, and does hereby agree to, indemnify the Trustee and the Depositor against
      any liability that may result if the transfer is not so exempt or is not made
      in
      accordance with such federal and state laws.

     

    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 arrangement subject to Section 406 of ERISA or Section 4975 of the Code,
      or a person acting on behalf of or investing plan assets of any such plan or
      arrangement, which representation letter shall not be an expense of the Trustee
      or the Servicer, (ii) a representation that the transferee is purchasing such
      Certificates with funds contained in an “insurance company general account” (as
      such term is defined in Section V(e) of Prohibited Transaction Class Exemption
      95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are
      covered under Sections I and III of PTCE 95-60 or (iii) in the case of any
      Certificate of this Class presented for registration in the name of an employee
      benefit plan or arrangement subject to ERISA or Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), or a trustee of any such
      plan or arrangement or any other person acting on behalf of any such plan or
      arrangement, an Opinion of Counsel satisfactory to the Trustee and addressed
      to
      the Trustee and the Servicer to the effect that the purchase and holding of
      such
      Certificate will not result in a non-exempt prohibited transaction under ERISA
      or the Code and will not subject the Trustee or the Servicer to any obligation
      in addition to those undertaken in the Agreement, which Opinion of Counsel
      shall
      not be an expense of the Trustee, the Servicer or the Trust
      Fund.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Certificate of this Class to or on behalf of an employee
      benefit plan or arrangement subject to ERISA or to Section 4975 of the Code
      without the Opinion of Counsel satisfactory to the Trustee as described above
      shall be void and of no effect.

     

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

     

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

     


    
      
        
        

      

      
        D-2-3

        
          

        

      

      
        
        

      

    


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

     

    Dated:

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

            


    

    


     

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST

    COMPANY,
      as Trustee

    


     


    
      
        
        

      

      
        D-2-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    [Form
      of
      Reverse of Certificates]

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

     

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

     

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

     

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

     

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

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the Holders of
      Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement.  Any such consent by the
      Holder of this Certificate shall be conclusive and binding on such Holder and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate.  The Agreement
      also permits the amendment thereof, in certain limited circumstances, without
      the consent of the Holders of any of the Certificates.

     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    


    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the Corporate Trust Office, accompanied by a written instrument of transfer
      in
      form satisfactory to the Trustee and the Certificate Registrar duly executed
      by
      the holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      Fund will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement.  As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of the same Class in authorized denominations
      and evidencing the same aggregate Percentage Interest, as requested by the
      Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Seller and the Trustee and any agent of the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and neither the Depositor,
      the
      Trustee, nor any such agent shall be affected by any notice to the
      contrary.

     

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

     

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

     


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto

               

              ________________________________________________________________________

               

              ________________________________________________________________________

               

              (Please
                print or typewrite name and address including postal zip code of
                assignee)

              the
                Percentage Interest evidenced by the within Certificate and hereby
                authorizes the transfer of registration of such 

              Percentage
                Interest to assignee on the Certificate Register of the Trust
                Fund.

               

              I
                (We) further direct the Trustee to issue a new Certificate of a like
                denomination and Class, to the above 

              named
                assignee and deliver such Certificate to the following
                address:

               

              ___________________________________________________________________________________.

              Dated:

              ___________________________________

              Signature
                by or on behalf of assignor

               

              DISTRIBUTION
                INSTRUCTIONS

               

              The
                assignee should include the following for purposes of
                distribution:

               

              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                funds to___

              ____________________________________________________________________________________,

              for
                the account of
                _____________________________________________________________________,

              account
                number
                             ,
                or, if mailed by check,
                to______________________________________

              ____________________________________________________________________________________

              ____________________________________________________________________________________.

              Applicable
                statements should be mailed to
                __________________________________________________

              ____________________________________________________________________________________

              ____________________________________________________________________________________

              This
                information is provided by
                ____________________________________________________,

              the
                assignee named above, or
                ____________________________________________________________,

              as
                its agent.

               

            


    


    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


     

    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              :  ss.:

            	 
	
              COUNTY
                OF _____________

            	
              )

            	 


    

    


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

     

    
      	 	 	 
	 	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    


     


    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-1

     

    [FORM
      OF
      CLASS P CERTIFICATE]

     

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

     

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

     

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

     


    
      
        
        

      

      
        F-1-1

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Certificate
                No.

            	
              :

            	 
	
              Cut-off
                Date

            	
              :

            	 
	
              First
                Distribution Date

            	
              :

            	 
	
              Initial
                Certificate Balance

              
                of
                  this Certificate

                
                  (“Denomination”)

                

              

            	
              : 

            	
              $

            
	
              Initial
                Certificate Balances

              
                of
                  all Certificates

                
                  of
                    this Class

                

              

            	 
              
              :

            	 
              
              $

            
	
              CUSIP

            	
              :

            	 
	
              Interest
                Rate

            	
              :

            	 
	
              Maturity
                Date

            	
              :

            	 


    

    


     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-__

    Mortgage
      Pass-Through Certificates, Series 200_-__

    


    Class
      P

     

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

     

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

     

    This
      certifies that ________________ is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate of the denominations of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting primarily of the Mortgage Loans
      deposited by IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, IndyMac Bank,
      F.S.B., as seller and Servicer (the “Seller” or the “Servicer,” as
      appropriate),  and Deutsche Bank National Trust Company, as trustee
      (the “Trustee”), swap trustee and supplemental interest trustee.  To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement.  This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     


    
      
        
        

      

      
        F-1-2

        
          

        

      

      
        
        

      

    


    


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

     

    This
      Certificate does not have a Certificate Balance or Pass-Through Rate and will
      be
      entitled to distributions only to the extent set forth in the
      Agreement.  In addition, any distribution of the proceeds of any
      remaining assets of the Trust will be made only upon presentment and surrender
      of this Certificate at the Corporate Trust Office or the office or agency
      maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws.  In the event of any such
      transfer, the Trustee shall require the transferor to execute a transferor
      certificate (in substantially the form attached to the Pooling and Servicing
      Agreement) and deliver either (i) an Investment Letter  or the Rule
      144A Letter, in either case substantially in the form attached to the Agreement,
      or (ii) a written Opinion of Counsel to the Trustee that such transfer may
      be
      made pursuant to an exemption, describing the applicable exemption and the
      basis
      therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which
      Opinion of Counsel shall be an expense of the transferor.

     

    No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such (x) transferee is not an employee benefit
      plan
      subject to Section 406 of ERISA or Section 4975 of the Code, or a
      person acting on behalf of or investing plan assets of any such plan, which
      representation letter shall not be an expense of the Trustee or (y) if the
      Certificate has been the subject of an ERISA-Qualifying Underwriting, a
      representation that the transferee is an insurance company that is purchasing
      such Certificate with funds contained in an “insurance company general account”
(as such term is defined in Section V(e) of Prohibited Transaction Class
      Exemption 95-60 (“PTCE 95-60”) and that the purchase
      and holding of such Certificate satisfy the requirements for exemptive relief
      under Sections I and III of PTCE 95-60 or (ii) in the case of a Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), or a trustee of any such
      plan or any other person acting on behalf of any such plan or arrangement or
      using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to
      the Trustee, which Opinion of Counsel shall not be an expense of the Trustee,
      the Servicer or the Trust Fund, addressed to the Trustee and the Servicer,
      to
      the effect that the purchase and holding of such Certificate will not result
      in
      a nonexempt prohibited transaction under ERISA or Section 4975 of the Code
      and will not subject the Trustee or the Servicer to any obligation in addition
      to those expressly undertaken in this Agreement or to any
      liability.

     

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

     

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

     

    *            *            *

     


    
      
        
        

      

      
        F-1-3

        
          

        

      

      
        
        

      

    


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

     

    Dated:  _______,
      ____

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

            


    

    


     

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST

    COMPANY,
      as Trustee


    
      
        
        

      

      
        F-1-4

        
          

        

      

      
        
        

      

    


    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-__

    Mortgage
      Pass-Through Certificates

     

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

     

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

     

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

     

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

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the Holders of
      Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement.  Any such consent by the
      Holder of this Certificate shall be conclusive and binding on such Holder and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate.  The Agreement
      also permits the amendment thereof, in certain limited circumstances, without
      the consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the Corporate Trust Office, accompanied by a written instrument of transfer
      in
      form satisfactory to the Trustee and the Certificate Registrar duly executed
      by
      the holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      Fund will be issued to the designated transferee or transferees.

     


    
      
        
        

      

      
        F-1-5

        
          

        

      

      
        
        

      

    


    


    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement.  As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of the same Class in authorized denominations
      and evidencing the same aggregate Percentage Interest, as requested by the
      Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Seller and the Trustee and any agent of the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and neither the Depositor,
      the
      Trustee, nor any such agent shall be affected by any notice to the
      contrary.

     

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

     

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

     


    
      
        
        

      

      
        F-1-6

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    
      	
              FOR
                VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
                unto

              ____________________________________________________________________________________

              ____________________________________________________________________________________

              ____________________________________________________________________________________

              (Please
                print or typewrite name and address including postal zip code of
                assignee)

              the
                Percentage Interest evidenced by the within Certificate and hereby
                authorizes the transfer of registration of such Percentage Interest
                to
                assignee on the Certificate Register of the Trust Fund.

              I
                (We) further direct the Trustee to issue a new Certificate of a like
                denomination and Class, to the above named assignee and deliver such
                Certificate to the following address:

              ___________________________________________________________________________________.

              Dated:

              ____________________________________________

              Signature
                by or on behalf of assignor

              DISTRIBUTION
                INSTRUCTIONS

              The
                assignee should include the following for purposes of
                distribution:

               

              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                funds to ____

              ____________________________________________________________________________________,

              for
                the account of
                _____________________________________________________________________,

              account
                number
                              ,
                or, if mailed by check, to
                __________________________________________

              ____________________________________________________________________________________.

              Applicable
                statements should be mailed to
                __________________________________________________

              ____________________________________________________________________________________,

              ____________________________________________________________________________________.

              This
                information is provided by
                ____________________________________________________,

              the
                assignee named above, or
                ____________________________________________________________,

              as
                its agent.

               

            


    


    
      
        
        

      

      
        F-1-7

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF ___________________

            	
              )

            
	 	
              )  ss.:

            
	
              COUNTY
                OF __________________

            	
              )

            


    

    


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

     

    
      	 	 
	 	
              Notary
                Public

            


    

    


     

    [Notarial
      Seal]

     

    


     


    
      
        
        

      

      
        F-1-8

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-2

     

    [FORM
      OF
      CLASS L CERTIFICATE]

     

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

     

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

     


    
      
        
        

      

      
        F-2-1

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Certificate
                No.

            	
              :

            	 
	
              Cut-off
                Date

            	
              :

            	 
	
              First
                Distribution Date

            	
              :

            	 
	
              Percentage
                Interest

            	 	 
	
              of
                this Certificate

            	 	 
	
              (“Denomination”)

            	
              :

            	 
	
              CUSIP

            	
              :

            	 
	
              ISIN

            	
              :

            	 
	
              Interest
                Rate

            	
              :

            	
              Not
                Applicable

            
	
              Maturity
                Date

            	
              :

            	
              Not
                Applicable

            


    

    


    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-__

    Mortgage
      Pass-Through Certificates

     

    Class
      L

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of 30-year conventional mortgage loans (the “Mortgage Loans”) secured by
      first liens on one- to four-family residential properties payable solely from
      Late Payment Fees.

     

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

     

    This
      certifies that ________________ is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate of the denominations of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting primarily of the Mortgage Loans
      deposited by IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, IndyMac Bank,
      F.S.B., as seller and servicer (the “Seller” or the “Servicer”, as
      appropriate),  and Deutsche Bank National Trust Company, as trustee
      (the “Trustee”), swap trustee and supplemental interest trustee.  To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement.  This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     


    
      
        
        

      

      
        F-2-2

        
          

        

      

      
        
        

      

    


    


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

     

    This
      Certificate does not have a Certificate Balance or Pass-Through Rate and will
      be
      entitled to distributions only to the extent set forth in the
      Agreement.  In addition, any distribution of the proceeds of any
      remaining assets of the Trust will be made only upon presentment and surrender
      of this Certificate at the Corporate Trust Office or the office or agency
      maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws.  In the event of any such
      transfer, the Trustee shall require the transferor to execute a transferor
      certificate (in substantially the form attached to the Pooling and Servicing
      Agreement) and deliver either (i) an Investment Letter  or the Rule
      144A Letter, in either case substantially in the form attached to the Agreement,
      or (ii) a written Opinion of Counsel to the Trustee that such transfer may
      be
      made pursuant to an exemption, describing the applicable exemption and the
      basis
      therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which
      Opinion of Counsel shall be an expense of the transferor.

     

    No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      or
      arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or
      a
      person investing on behalf of or with plan assets of any such plan, which
      representation letter shall not be an expense of the Trustee, or (ii) if the
      transferee is an insurance company and the Certificates have been the subject
      of
      an ERISA-Qualifying Underwriting, a representation that the purchaser is an
      insurance company which is purchasing such Certificates with funds contained
      in
      an “insurance company general account” (as such term is defined in Section V(e)
      of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the
      purchase and holding of such Certificates are covered under Sections I and
      III
      of PTCE 95-60, or (iii) in the case of a Certificate presented for registration
      in the name of an employee benefit plan or arrangement subject to ERISA, or
      a
      plan or arrangement subject to Section 4975 of the Code (or comparable
      provisions of any subsequent enactments), or a trustee of any such plan or
      arrangement or any other person acting on behalf of any such plan or arrangement
      or using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory
      to the Trustee and addressed to the Trustee and the Servicer, which Opinion
      of
      Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund,
      to the effect that the purchase and holding of such Certificate will not result
      in a non-exempt prohibited transaction under Section 406 of ERISA or Section
      4975 of the Code and will not subject the Trustee or the Servicer to any
      obligation in addition to those expressly undertaken in this Agreement or to
      any
      liability.  If no written representation or Opinion of Counsel as
      described above is delivered to the Trustee, the representation in (i) or (ii)
      above, as appropriate, shall be deemed to have been made to the Trustee by
      the
      Transferee’s acceptance of this Certificate and by a beneficial owner’s
      acceptance of its interest in such Certificate.  Notwithstanding
      anything else to the contrary herein, any purported transfer of a Certificate
      of
      this Class to or on behalf of an employee benefit plan or arrangement subject
      to
      ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee
      as described above shall be void and of no effect.

     

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

     

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

     


    
      
        
        

      

      
        F-2-3

        
          

        

      

      
        
        

      

    


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

     

    Dated:  _______,
      ____

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

            


    

    


     

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST

    COMPANY,
      as Trustee

    


    


    


     

    



    
      
        
        

      

      
        F-2-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

     

    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

     

    [Servicer]

     

    [Seller]

    _____________________

    _____________________

     

    
      
        	
                 

              	
                Re:

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

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

                and
                  Deutsche Bank National Trust Company, as Trustee, Swap Trustee
                  and
                  

                Supplemental
                  Interest Trustee, IndyMac INDX Mortgage Loan Trust 2007-FLX[ ]
                  

                Mortgage
                  Pass-Through Certificates,
                  Series 200  -

              


      

    

    


    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan listed in the attached schedule), it
      has
      received:

     

    (i)  the
      original Mortgage Note, endorsed as provided in the following
      form:  “Pay to the order of ________, without recourse”;
      and

     

    (ii)  an
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments); provided, however, that it has received no
      assignment with respect to any Mortgage for which the Mortgaged Property is
      located in the Commonwealth of Puerto Rico.

     

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

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement.  The Trustee makes no representations as
      to:  (i) the validity, legality, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
      collectability, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     


    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    


     

    


     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

              Name:

              Title:

            


    

    


     


    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2

     

    [RESERVED]

     


    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-3

     

    FORM
      OF
      DELAY DELIVERY CERTIFICATION

     

    [date]

     

    [Depositor]

     

    [Servicer]

     

    [Seller]

    _____________________

    _____________________

     

     

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among IndyMac MBS, Inc., as 
                  Depositor,
                    IndyMac Bank, F.S.B., as Seller and Servicer, 
                    and
                      Deutsche Bank National Trust Company, as Trustee, Swap Trustee
                      and
                      

                    Supplemental
                      Interest Trustee, IndyMac INDX Mortgage Loan Trust 2007-FLX[ ]
                      

                    Mortgage
                      Pass-Through Certificates, Series
                      200  -

                  

                

              


      

       

    

    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                original recorded Mortgage;

            


    

     

    
      	
               

            	
              (iii)

            	
              an
                executed assignment of the Mortgage to “Deutsche Bank National Trust
                Company, as trustee under the Pooling and Servicing Agreement dated
                as of
                June 1, 2007, without recourse” (each such assignment, when duly and
                validly completed, to be in recordable form and sufficient to effect
                the
                assignment of and transfer to the assignee thereof, under the Mortgage
                to
                which such assignment relates);

            


    

     

    
      	
               

            	
              (iv)

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

            


    

     

    
      	
               

            	
              (v)

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

            


    

     


    
      
        
        

      

      
        G-3-1

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (vi)

            	
              the
                original or duplicate original lender’s title policy and all riders, if
                any, thereto or, in the event such original title policy has not
                been
                received from the insurer, any one of an original title binder, an
                original preliminary title report or an original title commitment,
                or a
                copy thereof certified by the title company, with the original policy
                of
                title insurance to be delivered within one year of the Closing
                Date.

            


    

     

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

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (ii) the information set forth in items (i), (iv), (vi) and (xv) (solely as
      of origination, not as of the Cut-off Date) of the definition of the “Mortgage
      Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement
      accurately reflects information set forth in the Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and Servicing Agreement.  The Trustee makes no representations
      as to:  (i) the validity, legality, sufficiency, enforceability
      or genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the [Mortgage Loan Schedule][Loan Number and
      Borrower Identification Mortgage Loan Schedule] or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

              Name:

              Title:

            


    

    


     


    
      
        
        

      

      
        G-3-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-4

     

    [RESERVED]

     


    
      
        
        

      

      
        G-4-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H-1

     

    FORM
      OF
      FINAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

     

    [Servicer]

     

    [Seller]

    _____________________

    _____________________

     

    
      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement among IndyMac MBS, Inc., as 
                  Depositor,
                    IndyMac Bank, F.S.B., as Seller and Servicer, 
                    and
                      Deutsche Bank National Trust Company, as Trustee, Swap Trustee
                      and
                      

                    Supplemental
                      Interest Trustee, IndyMac INDX Mortgage Loan Trust 2007-FLX[ ]
                      

                    Mortgage
                      Pass-Through Certificates, Series
                      200  -

                  

                

              


      

       

    

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      Document Exception Report) it has received:

     

    (i)           The
      original Mortgage Note, endorsed in the form provided in Section 2.01(c) of
      the Pooling and Servicing Agreement, with all intervening endorsements showing
      a
      complete chain of endorsement from the originator to the Seller.

     

    (ii)           The
      original recorded Mortgage.

     

    (iii)           An
      executed assignment of the Mortgage in the form provided in Section 2.01(c)
      of the Pooling and Servicing Agreement; provided, however, that it has received
      no assignment with respect to any Mortgage for which the Mortgaged Property
      is
      located in the Commonwealth of Puerto Rico, or, if the Depositor has certified
      or the Trustee otherwise knows that the Mortgage has not been returned from
      the
      applicable recording office, a copy of the assignment of the Mortgage (excluding
      information to be provided by the recording office).

     

    (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)
      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.

     


    
      
        
        

      

      
        H-1-1

        
          

        

      

      
        
        

      

    


    


    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 right, title and interest of the
      party
      so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note
      or
      (ii) any assignment is in recordable form or sufficient to effect the assignment
      of and transfer to the assignee thereof, under the Mortgage to which the
      assignment relates.

     

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

     

    
      	 	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

              as
                Trustee

               

               

              By:
                _______________________

              Name:

              Title:

            


    

    


     


    
      
        
        

      

      
        H-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H-2

     

    [RESERVED]

     


    
      
        
        

      

      
        H-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    TRANSFER
      AFFIDAVIT

     

    IndyMac
      MBS, Inc.

     

    
      IndyMac
        INDX Mortgage Loan Trust 2007-FLX[ ]
Mortgage Pass-Through
      Certificates

     

    Series
      200_-_

     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            	 
	 	
              :  ss.:

            	 
	
              COUNTY
                OF _____________

            	
              )

            	 


    

    


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

     

    1.           The
      undersigned is an officer of
                   ,
      the proposed Transferee of an Ownership Interest in a Class A-R Certificate
      (the
“Certificate”) issued pursuant to the Pooling and Servicing Agreement, (the
“Agreement”), relating to the above-referenced Series, by and among IndyMac MBS,
      Inc., as depositor (the “Depositor”), IndyMac Bank, F.S.B., as seller and
      Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”),
      supplemental interest trustee and swap trustee.  Capitalized terms
      used, but not defined herein or in Exhibit 1 hereto, shall have the meanings
      ascribed to such terms in the Agreement.  The Transferee has
      authorized the undersigned to make this affidavit on behalf of the
      Transferee.

     

    2.           The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee.  The Transferee is acquiring its
      Ownership Interest in the Certificate for its own account.

     

    3.           The
      Transferee has been advised of, and understands that (i) a tax will be imposed
      on Transfers of the Certificate to Persons that are not Permitted Transferees;
      (ii) such tax will be imposed on the transferor, or, if such Transfer is through
      an agent (which includes a broker, nominee or middleman) for a Person that
      is
      not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable
      for the tax shall be relieved of liability for the tax if the subsequent
      Transferee furnished to such Person an affidavit that such subsequent Transferee
      is a Permitted Transferee and, at the time of Transfer, such Person does not
      have actual knowledge that the affidavit is false.

     

    4.           The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity.  The Transferee
      understands that such tax will not be imposed for any period with respect to
      which the record holder furnishes to the pass-through entity an affidavit that
      such record holder is a Permitted Transferee and the pass-through entity does
      not have actual knowledge that such affidavit is false.  (For this
      purpose, a “pass-through entity” includes a regulated investment company, a real
      estate investment trust or common trust fund, a partnership, trust or estate,
      and certain cooperatives and, except as may be provided in Treasury Regulations,
      persons holding interests in pass-through entities as a nominee for another
      Person.)

     

    5.           The
      Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
      (attached hereto as Exhibit 2 and incorporated herein by reference) and
      understands the legal consequences of the acquisition of an Ownership Interest
      in the Certificate including, without limitation, the restrictions on subsequent
      Transfers and the provisions regarding voiding the Transfer and mandatory
      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.

     


    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    


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

     

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

     

    8.           The
      Transferee’s taxpayer identification number is
           .

     

    9.           The
      Transferee has provided to the Trustee a correct, complete and duly executed
      tax
      certification form (i.e., U.S. Internal Revenue Service Form W-9, W-8BEN,
      W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form thereto),
      together with appropriate attachments) as a condition to such transfer and
      agrees to update such tax certification form (i) upon expiration of any such
      tax
      certification form, (ii) as required under then applicable U.S. Treasury
      regulations and (iii) promptly upon learning that any tax certification form
      previously provided has become obsolete or incorrect

     

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

     

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

     

    12.           The
      Transferee is not a foreign permanent establishment or fixed base (within the
      meaning of an applicable income tax treaty) of a U.S. taxpayer.

     

    13.           The
      Transferee will not transfer the Certificates, directly or indirectly, to a
      foreign permanent establishment or fixed base (within the meaning of an
      applicable income tax treaty) of the Transferee or another U.S.
      taxpayer.

     

    14.           The
      Transferee will not cause income from the Certificates to be attributable to
      a
      foreign permanent establishment or fixed base (within the meaning of an
      applicable income tax treaty) of the Transferee or another U.S.
      taxpayer.

     

    15.           Either:

     

    (a)
      (i)
      At the time of the transfer, and at the close of each of the Transferee's two
      fiscal years preceding the Transferee's fiscal year of transfer, the
      Transferee's gross assets for financial reporting purposes exceed $100 million
      and its net assets for financial reporting purposes exceed $10 million. For
      purposes of the preceding sentence, the gross assets and net assets of a
      Transferee do not include any obligation of any Related Person, as defined
      below, or any other asset if a principal purpose for holding or acquiring the
      other asset is to permit the Transferee to satisfy the conditions of this
      paragraph 15(a); (ii) The Transferee is an Eligible Corporation, as defined
      below, and hereby agrees that any subsequent transfer of the interest will
      be to
      another Eligible Corporation in a transaction that satisfies this Transfer
      Affidavit, including this paragraph 15(a); and (iii) The Transferee has not
      given the Transferor any reason to know that the Transferee will not honor
      the
      restrictions on subsequent transfers of the residual interest or that the
      Transferee cannot or will not pay any taxes associated with the residual
      interest; or

     


    
      
        
        

      

      
        I-2

        
          

        

      

      
        
        

      

    


    


    (b)(i)
      The Transferee is a United States Person; (ii) The present value of the
      anticipated tax liabilities associated with holding the residual interest does
      not exceed the sum of:  (A) The present value of any consideration
      given to the Transferee to acquire the interest; (B) The present value of the
      expected future distributions on the interest; and (C) The present value of
      the
      anticipated tax savings associated with holding the interest as any REMIC
      generates losses; and (iii) For purposes of calculating the aforementioned
      present values:  (A) The transferee has assumed that it pays tax at a
      rate equal to the highest rate of tax specified in Code Section 11(b)(1)
      (unless the Transferee has been subject to the alternative minimum tax under
      Code Section 55 in the preceding two years and will compute its taxable
      income in the current taxable year using the alternative minimum tax rate,
      in
      which case the Transferee can assume that it pays tax at the rate specified
      in
      Code Section 55(b)(1)(B) provided the Transferee states in this Transfer
      Affidavit that it is using such alternate rate and that has been subject to
      the
      alternative minimum tax under Code Section 55 in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate):and (B) The Transferee uses a discount rate equal
      to the Federal short-term rate prescribed by section 1274(d) for the month
      of
      the transfer and the compounding period used by the Transferee.

     

    The
      term
“Eligible Corporation” means any domestic C corporation (as defined in section
      1361(a)(2) of the Code) other than a corporation which is exempt from, or is
      not
      subject to, tax under section 11 of the Code, an entity described in section
      851(a) or 856(a) of the Code, a REMIC; or an organization to which part I,
      subchapter T, chapter 1, subtitle A of the Code applies.  The Term
“Related Person” means any person that bears a relationship to the Transferee
      enumerated in section 267(b) or 707(b)(1) of the Code, using "20 percent"
      instead of "50 percent" where it appears under the provisions; or is under
      common control (within the meaning of section 52(a) and (b) of the Code) with
      the Transferee.

     

    16.           Either
      (i) the Transferee is not an employee benefit plan that is subject to ERISA
      or a
      plan that is subject to Section 4975 of the Code, and the Transferee is not
      acting on behalf of or with plan assets of such a plan; or (ii) the Transferee
      is an insurance company that is investing funds contained in an “insurance
      company general account” (as such term is defined in Section V(e) of
      Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase and
      holding of the Class A-R Certificate satisfy the requirements for exemptive
      relief under Sections I and III of PTCE 95-60.

     

    *           *           *


    
      
        
        

      

      
        I-3

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 
	 	
              Print
                Name of Transferee

            
	 	 
	 	
              By:__________________________________________

              Name:

              Title:

            


    

    


    [Corporate
      Seal]

     

    ATTEST:

     

    [Assistant]
      Secretary

     

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

     

    Subscribed
      and sworn before me this      day of
        ,
      20 .

     

    
      	 	 
	 	
              NOTARY
                PUBLIC

            
	 	 
	 	
              My
                Commission expires the ____ day of ________,
                20 .

            


    

    


     


    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      1

    to
      EXHIBIT I

     

    Certain
      Definitions

     

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

     

    “Permitted
      Transferee”:  Any Person other than (i) the United States, any State
      or political subdivision thereof, or any agency or instrumentality of any of
      the
      foregoing, (ii) a foreign government, International Organization or any agency
      or instrumentality of either of the foregoing, (iii) an organization (except
      certain farmers’ cooperatives described in Code Section 521) that is exempt
      from tax imposed by Chapter 1 of the Code (including the tax imposed by Code
      Section 511 on unrelated business taxable income) on any excess inclusions
      (as defined in Code Section 860E(c)(1)) with respect to any Restricted
      Certificate, (iv) a rural electric and telephone cooperatives described in
      Code
      Section 1381(a)(2)(c), (v) an “electing large partnership” as defined in
      Code Section 775 of (vi) a Person that is not a U.S. Person, and (vii) any
      other Person so designated by the Depositor based upon an Opinion of Counsel
      that the Transfer of an Ownership Interest in a Residual Certificate to such
      Person may cause any REMIC to fail to qualify as a REMIC at any time that
      certain Certificates are Outstanding.  The terms “United States,”
“State” and “International Organization” shall have the meanings set forth in
      Code Section 7701 or successor provisions.  A corporation will
      not be treated as an instrumentality of the United States or of any State or
      political subdivision thereof if all of its activities are subject to tax,
      and,
      with the exception of the FHLMC, a majority of its board of directors is not
      selected by such governmental unit.

     

    “Person”:  Any
      individual, corporation, partnership, joint venture, limited liability company,
      bank, joint stock company, trust (including any beneficiary thereof),
      unincorporated organization or government or any agency or political subdivision
      thereof.

     

    “Transfer”:  Any
      direct or indirect transfer or sale of any Ownership Interest in a Certificate,
      including the acquisition of a Certificate by the Depositor.

     

    “Transferee”:  Any
      Person who is acquiring by Transfer any Ownership Interest in a
      Certificate.

     


    
      
        
        

      

      
        I-5

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      2

    to
      EXHIBIT I

     

    Section 5.02(c)
      of the Agreement

     

    (c)           Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions, and the rights of each
      Person acquiring any Ownership Interest in a Residual Certificate are expressly
      subject to the following provisions:

     

    (i)           Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)           No
      Ownership Interest in a Residual Certificate may be registered on the Closing
      Date or thereafter transferred, and the Trustee shall not register the Transfer
      of any Residual Certificate unless, in addition to the certificates required
      to
      be delivered to the Trustee under subparagraph (b) above, the Trustee shall
      have
      been furnished with an affidavit (a “Transfer Affidavit”) of the initial owner
      or the proposed transferee in the form attached hereto as Exhibit
      I.

     

    (iii)           Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (A) to obtain a Transfer Affidavit from any other Person to whom
      such Person attempts to Transfer its Ownership Interest in a Residual
      Certificate, (B) to obtain a Transfer Affidavit from any Person for whom such
      Person is acting as nominee, trustee or agent in connection with any Transfer
      of
      a Residual Certificate and (C) not to Transfer its Ownership Interest in a
      Residual Certificate or to cause the Transfer of an Ownership Interest in a
      Residual Certificate to any other Person if it has actual knowledge that such
      Person is not a Permitted Transferee.

     

    (iv)           Any
      attempted or purported Transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section 5.02(c) shall be
      absolutely null and void and shall vest no rights in the purported
      Transferee.  If any purported transferee shall become a Holder of a
      Residual Certificate in violation of the provisions of this
      Section 5.02(c), then the last preceding Permitted Transferee shall be
      restored to all rights as Holder thereof retroactive to the date of registration
      of Transfer of such Residual Certificate.  The Trustee shall be under
      no liability to any Person for any registration of Transfer of a Residual
      Certificate that is in fact not permitted by Section 5.02(b) and this
      Section 5.02(c) or for making any payments due on such Certificate to the
      Holder thereof or taking any other action with respect to such Holder under
      the
      provisions of this Agreement so long as the Transfer was registered after
      receipt of the Transfer Affidavit, Transferor Certificate and either the Rule
      144A Letter or the Investment Letter.  The Trustee shall be entitled
      but not obligated to recover from any Holder of a Residual Certificate that
      was
      in fact not a Permitted Transferee at the time it became a Holder or, at such
      subsequent time as it became other than a Permitted Transferee, all payments
      made on such Residual Certificate at and after either such time.  Any
      such payments so recovered by the Trustee shall be paid and delivered by the
      Trustee to the last preceding Permitted Transferee of such
      Certificate.

     

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

     

    


     


    
      
        
        

      

      
        I-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    __________,
      200__

     

    IndyMac
      MBS, Inc.

    155
      North
      Lake Avenue, 7th Floor

    Pasadena,
      CA  91101

    Attention:  Secondary
      Marketing, Transaction Management

     

    DB
      Services Tennessee

    648
      Grassmere Park Road

    Nashville,
      TN 37211

    Attention:  Transfer
      Unit, Series 200 -

     

    
      
        	
                 

              	
                Re:

              	
                IndyMac
                  MBS, Inc. 
                  IndyMac
                    INDX Mortgage Loan Trust 2007-FLX[ ] Mortgage Pass-Through
                    

                  Certificates,
                    Series 200 -, Class

                

              


      

    

    


    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the Act and
      (c) to the extent we are disposing of a Class A-R Certificate, we have no
      knowledge the Transferee is not a Permitted Transferee.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              Print
                Name of Transferor

            
	 	 
	 	
              By:________________________________

              Authorized
                Officer

            


    

     

    


     

     

    


     


    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

     

    FORM
      OF
      INVESTMENT LETTER (NON-RULE 144A)

     

    __________,
      200__

     

    IndyMac
      MBS, Inc.

    155
      North
      Lake Avenue, 7th Floor

    Pasadena,
      CA  91101

    Attention:  Secondary
      Marketing, Transaction Management

     

    DB
      Services Tennessee

    648
      Grassmere Park Road

    Nashville,
      TN 37211

    Attention:  Transfer
      Unit, Series 200 -

     

    
      
        	
                 

              	
                Re:

              	
                IndyMac
                  MBS, Inc. 
                  IndyMac
                    INDX Mortgage Loan Trust 2007-FLX[ ] Mortgage Pass-Through
                    

                  Certificates,
                    Series 200 -, 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 are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
      in financial and business matters that we are capable of evaluating the merits
      and risks of investments in the Certificates, (c) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (d)
      either (i) we are not an employee benefit plan that is subject to the Employee
      Retirement Income Security Act of 1974, as amended, or a plan or arrangement
      that is subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended, nor are we acting on behalf of any such plan or arrangement or using
      the assets of any such plan or arrangement to effect such acquisition or (ii)
      if
      the Certificates have been the subject of an ERISA-Qualifying Underwriting,
      we
      are purchasing the Certificates with funds contained in an “insurance company
      general account” (as such term is defined in Section V(e) of Prohibited
      Transaction Class Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding
      of such Certificates are covered under Sections I and III of PTCE 95-60, (e)
      we
      are acquiring the Certificates for investment for our own account and not with
      a
      view to any distribution of such Certificates (but without prejudice to our
      right at all times to sell or otherwise dispose of the Certificates in
      accordance with clause (g) below), (f) we have not offered or sold any
      Certificates to, or solicited offers to buy any Certificates from, any person,
      or otherwise approached or negotiated with any person with respect thereto,
      or
      taken any other action which would result in a violation of Section 5 of
      the Act, (g) we will not sell, transfer or otherwise dispose of any Certificates
      unless (1) such sale, transfer or other disposition is made pursuant to an
      effective registration statement under the Act or is exempt from such
      registration requirements, and if requested, we will at our expense provide
      an
      opinion of counsel satisfactory to the addressees of this Certificate that
      such
      sale, transfer or other disposition may be made pursuant to an exemption from
      the Act, (2) the purchaser or transferee of such Certificate has executed and
      delivered to you a certificate to substantially the same effect as this
      certificate, and (3) the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Pooling and Servicing Agreement and
      (h)
      if we are a corporation purchasing the Certificates in the State of California,
      we have a net worth of at least $14,000,000 according to our most recent audited
      financial statements.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              Print
                Name of Transferor

            
	 	 
	 	
              By:________________________________

              Authorized
                Officer

            


    

     

    


     


    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

     

    FORM
      OF
      RULE 144A LETTER

     

    ____________,
      200__

     

    IndyMac
      MBS, Inc.

    155
      North
      Lake Avenue, 7th Floor

    Pasadena,
      CA  91101

    Attention:  Secondary
      Marketing, Transaction Management

     

    DB
      Services Tennessee

    648
      Grassmere Park Road

    Nashville,
      TN 37211

    Attention:  Transfer
      Unit, Series 200 -

     

    
      
        	
                 

              	
                Re:

              	
                IndyMac
                  MBS, Inc. 
                  IndyMac
                    INDX Mortgage Loan Trust 2007-FLX[ ] Mortgage Pass-Through
                    

                  Certificates,
                    Series 200 -,
                    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) either (i) we are not an employee benefit plan that is subject
      to the Employee Retirement Income Security Act of 1974, as amended, or a plan
      or
      arrangement that is subject to Section 4975 of the Internal Revenue Code of
      1986, as amended, nor are we acting on behalf of any such plan or arrangement
      or
      using the assets of any such plan or arrangement to effect such acquisition,
      or
      (ii) if the Certificates have been the subject of an ERISA-Qualifying
      Underwriting, we are purchasing the Certificates with funds contained in an
      “insurance company general account” (as defined in Section V(e) of
      Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and our purchase
      and holding of the Certificates satisfy the requirements for exemptive relief
      under Sections I and III of PTCE 95-60, (e) we have not, nor has anyone acting
      on our behalf offered, transferred, pledged, sold or otherwise disposed of
      the
      Certificates, any interest in the Certificates or any other similar security
      to,
      or solicited any offer to buy or accept a transfer, pledge or other disposition
      of the Certificates, any interest in the Certificates or any other similar
      security from, or otherwise approached or negotiated with respect to the
      Certificates, any interest in the Certificates or any other similar security
      with, any person in any manner, or made any general solicitation by means of
      general advertising or in any other manner, or taken any other action, that
      would constitute a distribution of the Certificates under the Act or that would
      render the disposition of the Certificates a violation of Section 5 of the
      Act or require registration pursuant thereto, nor will act, nor has authorized
      or will authorize any person to act, in such manner with respect to the
      Certificates, (f) we are a “qualified institutional buyer” as that term is
      defined in Rule 144A under the Act (“Rule 144A”) and have completed either of
      the forms of certification to that effect attached hereto as Annex 1 or Annex
      2,
      (g) we are aware that the sale to us is being made in reliance on Rule 144A,
      (h)
      we are acquiring the Certificates for our own account or for resale pursuant
      to
      Rule 144A and further, understand that such Certificates may be resold, pledged
      or transferred only (A) to a person reasonably believed to be a qualified
      institutional buyer that purchases for its own account or for the account of
      a
      qualified institutional buyer to whom notice is given that the resale, pledge
      or
      transfer is being made in reliance on Rule 144A, or (B) pursuant to another
      exemption from registration under the Act and (i) if we are a corporation
      purchasing the Certificates in the State of California, we have a net worth
      of
      at least $14,000,000 according to our most recent audited financial
      statements.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	 
	 	
              Print
                Name of Transferor

            
	 	 
	 	
              By:________________________________

              Authorized
                Officer

            


    


    
      
        
        

      

      
        L-1

        
          

        

      

      
        
        

      

    


    ANNEX
      1
      TO EXHIBIT L

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.           As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.           In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis
      $            1 in securities (except for the excluded
      securities referred to below) as of the end of the Buyer’s most recent fiscal
      year (such amount being calculated in accordance with Rule 144A and (ii) the
      Buyer satisfies the criteria in the category marked below.

     

    ___           Corporation,
      etc.  The Buyer is a corporation (other than a bank, savings and
      loan association or similar institution), Massachusetts or similar business
      trust, partnership, or charitable organization described in
      Section 501(c)(3) of the Internal Revenue Code of 1986, as
      amended.

     

    ___           Bank.  The
      Buyer (a) is a national bank or banking institution organized under the laws
      of
      any State, territory or the District of Columbia, the business of which is
      substantially confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or equivalent
      institution, and (b) has an audited net worth of at least $25,000,000 as
      demonstrated in its latest annual financial statements, a copy of which is
      attached hereto.

     

    ___           Savings
      and Loan.  The Buyer (a) is a savings and loan association,
      building and loan association, cooperative bank, homestead association or
      similar institution, which is supervised and examined by a State or Federal
      authority having supervision over any such institutions or is a foreign savings
      and loan association or equivalent institution and (b) has an audited net worth
      of at least $25,000,000 as demonstrated in its latest annual financial
      statements, a copy of which is attached hereto.

     

    ___           Broker-dealer.  The
      Buyer is a dealer registered pursuant to Section 15 of the Securities
      Exchange Act of 1934.

     

    ___           Insurance
      Company.  The Buyer is an insurance company whose primary and
      predominant business activity is the writing of insurance or the reinsuring
      of
      risks underwritten by insurance companies and which is subject to supervision
      by
      the insurance commissioner or a similar official or agency of a State, territory
      or the District of Columbia.

     

    
 

    ________________  
      
        	
                1

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

              


      

    


    
      
        
        

      

      
        L-2

        
          

        

      

      
        
        

      

    


    


    ___           State
      or Local Plan.  The Buyer is a plan established and maintained by
      a State, its political subdivisions, or any agency or instrumentality of the
      State or its political subdivisions, for the benefit of its
      employees.

     

    ___           ERISA
      Plan.  The Buyer is an employee benefit plan within the meaning of
      Title I of the Employee Retirement Income Security Act of 1974.

     

    ___           Investment
      Advisor.  The Buyer is an investment advisor registered under the
      Investment Advisors Act of 1940.

     

    ___           Small
      Business Investment Company.  Buyer is a small business investment
      company licensed by the U.S. Small Business Administration under
      Section 301(c) or (d) of the Small Business Investment Act of
      1958.

     

    ___           Business
      Development Company.  Buyer is a business development company as
      defined in Section 202(a)(22) of the Investment Advisors Act of
      1940.

     

    3.           The
      term “securities” as used herein does not include (i) securities of issuers that
      are affiliated with the Buyer, (ii) securities that are part of an unsold
      allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii)
      securities issued or guaranteed by the U.S. or any instrumentality thereof,
      (iv)
      bank deposit notes and certificates of deposit, (v) loan participations, (vi)
      repurchase agreements, (vii) securities owned but subject to a repurchase
      agreement and (viii) currency, interest rate and commodity swaps.

     

    4.           For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published.  If clause (ii) in the preceding sentence applies, the
      securities may be valued at market.  Further, in determining such
      aggregate amount, the Buyer may have included securities owned by subsidiaries
      of the Buyer, but only if such subsidiaries are consolidated with the Buyer
      in
      its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Buyer’s direction.  However, such securities were not
      included if the Buyer is a majority-owned, consolidated subsidiary of another
      enterprise and the Buyer is not itself a reporting company under the Securities
      Exchange Act of 1934, as amended.

     

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

     


    
      
        
        

      

      
        L-3

        
          

        

      

      
        
        

      

    


    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 Buyer

            
	 	 
	 	
              By:________________________________________

              Name:

              Title:

            
	 	 
	 	 
	 	
              Date:

            


    


    
      
        
        

      

      
        L-4

        
          

        

      

      
        
        

      

    


    ANNEX
      2
      TO EXHIBIT L

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

     

    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.           As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
      Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2.           In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal
      year.  For purposes of determining the amount of securities owned by
      the Buyer or the Buyer’s Family of Investment Companies, the cost of such
      securities was used, except (i) where the Buyer or the Buyer’s Family of
      Investment Companies reports its securities holdings in its financial statements
      on the basis of their market value, and (ii) no current information with respect
      to the cost of those securities has been published.  If clause (ii) in
      the preceding sentence applies, the securities may be valued at
      market.

     

    ___           The
      Buyer owned
      $             in
      securities (other than the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A).

     

    ___           The
      Buyer is part of a Family of Investment Companies which owned in the aggregate
      $          in securities
      (other than the excluded securities referred to below) as of the end of the
      Buyer’s most recent fiscal year (such amount being calculated in accordance with
      Rule 144A).

     

    3.           The
      term “Family of Investment Companies” as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue of
      being majority owned subsidiaries of the same parent or because one investment
      adviser is a majority owned subsidiary of the other).

     

    4.           The
      term “securities” as used herein does not include (i) securities of
      issuers that are affiliated with the Buyer or are part of the Buyer’s Family of
      Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

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

     


    
      
        
        

      

      
        L-5

        
          

        

      

      
        
        

      

    


    


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

     

    
      	 	 
	 	
              Print
                Name of Buyer

            
	 	 
	 	
              By:________________________________

              Name:

              Title:

            
	 	 
	 	 
	 	
              Date:

            


    

     

    


     


    
      
        
        

      

      
        L-6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

     

    REQUEST
      FOR RELEASE

    (for
      Trustee)

     

    
      IndyMac
        MBS, Inc.

      IndyMac
        INDX Mortgage Loan Trust 2007-FLX[ ] Mortgage Pass-Through
        Certificates

      Series
        200_-_

       

    

    
      	
              Loan
                Information

            	 
	 	 	 	 
	 	
              Name
                of Mortgagor:

            	 	 
	 	 	 	 
	 	
              Servicer

              Loan
                No.:

            	 	 
	 	 	 	 
	
              Trustee

            	 
	 	 	 	 
	 	
              Name:

            	 	 
	 	 	 	 
	 	
              Address:

            	 	 
	 	 	 	 
	 	 	 	 
	 	 
	
              Trustee

              Mortgage
                File No.:

            	 


    

    


    The
      undersigned Servicer hereby acknowledges that it has received from Deutsche
      Bank
      National Trust Company, as Trustee for the Holders of Mortgage Pass-Through
      Certificates, of the above-referenced Series, the documents referred to below
      (the “Documents”).  All capitalized terms not otherwise defined in
      this Request for Release shall have the meanings given them in the Pooling
      and
      Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
      above-referenced Series among the Trustee, swap trustee and supplemental
      interest trustee, IndyMac Bank, F.S.B., as Seller and Servicer and IndyMac
      MBS,
      Inc., as Depositor.

     

    
      	
              (_)

            	
              Mortgage
                Note dated
                           ,
                20 , in the original principal sum of
                $         , made by
                                 .
                payable to, or endorsed to the order of, the
                Trustee.

            


    

     

    
      	
              (_)

            	
              Mortgage
                recorded on
                                
                as instrument no.
                                    
                in the County Recorder’s Office of the County of
                                  ,
                State of
                              
                in book/reel/docket
                                
                of official records at page/image
                               .

            


    

     

    
      	
              (_)

            	
              Deed
                of Trust recorded on
                                  
                as instrument no.
                                
                in the County Recorder’s Office of the County of
                               ,
                State of
                              
                in book/reel/docket
                              
                of official records at page/image
                               .

            


    

     

    
      	
              (_)

            	
              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
                              .

            


    

     


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    


    
      	
              (_)

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

            


    

     

    The
      undersigned Servicer hereby acknowledges and agrees as follows:

     

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

     

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

     

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

     

    (4)           The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Servicer shall at all times be earmarked
      for the account of the Trustee, and the Servicer shall keep the Documents and
      any proceeds separate and distinct from all other property in the Servicer’s
      possession, custody or control.

     

     

    
      	
               

            	
              INDYMAC
                BANK, F.S.B.

               

              
                By:  _________________________________

                Name:

                Title:

              

            


    

     

     

     

    Date:              ,
      20

     


    
      
        
        

      

      
        M-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N

     

    REQUEST
      FOR RELEASE OF DOCUMENTS

     

    
      	
               

            	
              To:

            	
              Deutsche
                Bank National Trust Company

            


    

     

    
      	
              Attn:

            	
              Mortgage
                Custody Services

            


    

     

    
      	
               

            	
              Re:

            	
              The
                Pooling and Servicing Agreement dated June 1, 2007 among
                IndyMac

              
                Bank,
                  F.S.B. as Servicer, Inc, IndyMac MBS, Inc. and Deutsche

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

                

              

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the administration of the Mortgage Loans held by you as Trustee
      for IndyMac MBS, Inc., we request the release of the Mortgage Loan File for
      the
      Mortgage Loan(s) described below, for the reason indicated.

     

    FT
      Account #:           Pool
      #:

     

    Mortgagor’s
      Name, Address and Zip Code:

     

    Mortgage
      Loan Number:

     

    Reason
      for Requesting Documents (check one)

     

    
      	
              _______1.

            	
              Mortgage
                Loan paid in full (IndyMac hereby certifies that all amounts have
                been
                received.)

            
	 	 
	
              _______2.

            	
              Mortgage
                Loan Liquidated (IndyMac hereby certifies that all proceeds of
                foreclosure, insurance, or other liquidation have been finally
                received.)

            
	 	 
	
              _______3.

            	
              Mortgage
                Loan in Foreclosure.

            
	 	 
	
              _______4.

            	
              Other
                (explain):  ____________________________________

            


    

    


    If
      item 1
      or 2 above is checked, and if all or part of the Mortgage File was previously
      released to us, please release to us our previous receipt on file with you,
      as
      well as an additional documents in your possession relating to the
      above-specified Mortgage Loan.  If item 3 or 4 is checked, upon return
      of all of the above documents to you as Trustee, please acknowledge your receipt
      by signing in the space indicated below, and returning this form.

     


    
      
        
        

      

      
        N-1

        
          

        

      

      
        
        

      

    


    INDYMAC
      BANK, F.S.B.

    888
      East
      Walnut Street

    Pasadena,
      California  91101-7211

     

    
      By:________________________

      Name:______________________

      Title:_______________________

      Date:_______________________

    

     

    TRUSTEE
      CONSENT TO RELEASE AND

    ACKNOWLEDGEMENT
      OF RECEIPT

     

    By:________________________

    Name:______________________

    Title:_______________________

    Date:_______________________

     

    


     


    
      
        
        

      

      
        N-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O-1

     

    


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

     

    
      	 	
              Re:

            	
              IndyMac
                MBS, Inc.

              IndyMac
                INDX Mortgage Loan Trust 200_-  , Series 200_-
                __

            


    

    


    I,
      [identify the certifying individual], certify that:

     

    1.           I
      have reviewed this report on Form 10-K and all reports on Form 10-D required
      to
      be filed in respect of the period covered by this report on Form 10-K of IndyMac
      INDX Mortgage Loan Trust 200 -   , Series
      200 -    (the “Exchange Act periodic reports”);

     

    2.           Based
      on my knowledge, the Exchange Act periodic reports, taken as a whole, does
      not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3.           Based
      on my knowledge, the distribution, servicing and other information required
      to
      be provided under Form 10-D for the period covered by this report is included
      in
      the Exchange Act periodic reports;

     

    4.           Based
      on my knowledge and the servicer compliance statement required in this report
      under Item 1123 of Regulation AB and except as disclosed in the Exchange Act
      periodic reports, the servicer has fulfilled its obligations under the servicing
      agreement in all material respects; and

     

    5.           All
      of the reports on assessment of compliance with servicing criteria for
      asset-backed securities and their related attestation reports on assessment
      of
      compliance with servicing criteria for asset-backed securities required to
      be
      included in this report in accordance with Item 1122 of Regulation AB and
      Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
      report, except as otherwise disclosed in this report.  Any material
      instances of noncompliance described in such reports have been disclosed in
      this
      report on Form 10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Deutsche Bank National Trust
      Company.

     

    Date:
      __________________

     

    
      	 	 
	 	
              [Signature]

              [Title]

            


    

    


     


    
      
        
        

      

      
        O-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O-2


     

    TRUSTEE’S
      OFFICER’S CERTIFICATE

     

    


    I,
      ____________________, a duly elected and acting officer of Deutsche Bank
      National Trust Company (the “Trustee”) hereby certify as follows:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement dated as of June 1, 2007
      (the “Pooling Agreement”) by and among IndyMac Bank, F.S.B., as seller and
      servicer, IndyMac MBS, Inc., as depositor and Deutsche Bank National Trust
      Company, as trustee, swap trustee and supplemental interest trustee, pursuant
      to
      which was created the IndyMac INDX Mortgage Loan Trust
      200 -   , Series 200 -    (the “Trust”).
      Capitalized terms used herein but not defined shall have the meanings assigned
      to them in the Pooling Agreement.

     

    1.           I
      am an authorized officer of the Trustee and I have reviewed this annual report
      on Form 10-K and all reports on Form 10-D required to be filed in respect of
      the
      period covered by this report on Form 10-K of IndyMac INDX Mortgage Loan Trust
      200 -   , Series 200 -    (the “Exchange
      Act Periodic Reports”);

     

    2.           For
      purposes of this certificate, “Relevant Information” means the information in
      the report on assessment of the Trustee’s compliance with the servicing criteria
      set forth in Item 1122(d) of Reg AB (the “Servicing Assessment”), the registered
      public accounting firm’s attestation provided in accordance with Rules 13a-18
      and 15d-18 under the Exchange Act and Section 1122(b) of Reg AB ( the
“Attestation Report”) applicable to the Trustee and the Monthly Statements
      (excluding information provided, or based on information provided, by the
      Servicer or any servicer) and those items in Exhibit S attached to the Pooling
      and Servicing Agreement which indicate the 4.05 statement or the Trustee as
      the
      responsible party during the Relevant Year. Based on my knowledge, the Relevant
      Information, taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading with respect to the period covered by this annual report;
      and

     

    3.           Based
      on my knowledge, the distribution information required to be provided by the
      Trustee under the Pooling and Servicing Agreement is included in the Monthly
      Statements.

     

    4.           I
      am responsible for reviewing the activities performed by the Trustee, as
      servicer under the Pooling Agreement during the Relevant Year. Based upon the
      review required by the Pooling Agreement and except as disclosed in the
      Servicing Assessment or Attestation Report, to the best of my knowledge, the
      Trustee has fulfilled its obligations under the Pooling Agreement throughout
      the
      Relevant Year. Relevant Year shall mean 200__.

     

    DATED
      as
      of _____________, 200____.

    


    
      	 	
              By:  _____________________________

              Name

              Title:

            


    

    


     


    
      
        
        

      

      
        O-2-1

        
          

        

      

      
        
        

      

    


    Exhibit
      P-1

    [On
      File
      with the Trustee]

    



    
      
        
        

      

      
        P-1-1

        
          

        

      

      
        
        

      

    


    Exhibit
      P-2

    [On
      File
      with the Trustee]


    
      
        
        

      

      
        P-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

     

    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 11.04.  If the Trustee is indicated below as to any item,
      then the Trustee is primarily responsible for obtaining that
      information.

    


    Under
      Item 1 of Form 10-D: a) items marked “4.05 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.05,
      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 4.05 statement, provided by the party indicated.  Information
      under all other Items of Form 10-D is to be included in the Form 10-D
      report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the distribution date for the mortgage-backed
                securities.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) – Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.05
                statement

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

            	
              4.05
                statement

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

            	
              4.05
                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.

            	
              4.05
                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.

            	
              4.05
                statement

            
	
              (iii)
                Principal, interest and other distributions accrued and paid on the
                mortgage-backed securities by type and by class or series and any
                principal or interest shortfalls or carryovers.

            	
              4.05
                statement

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

            	
              4.05
                statement

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

            	
              4.05
                statement

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

            	
              4.05
                statement

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

            	
              4.05
                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.

            	
              4.05
                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.

            	
              4.05
                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.

            	
              4.05
                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.

            	
              4.05
                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.

            	
              4.05
                statement

            
	
              (14)
                Information regarding any new issuance of mortgage-backed securities
                backed by the same asset pool,

               

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a pre-funding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any pre-funding or revolving accounts, if
                applicable.

               

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

            	
              Form
                10-D report: Depositor

               

               

              Form
                10-D report: Servicer

               

               

               

               

               

               

               

               

               

              Form
                10-D report: Servicer

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

               

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

            	
              N/A

            
	
              2

            	
              Legal
                Proceedings

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

               

              Sponsor
                (Seller)

               

              Depositor

               

              Trustee

               

              Issuing
                entity

               

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

               

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

               

              Custodian

            	
               

               

               

              Seller

               

              Depositor

               

              Trustee

               

              Depositor

               

              Servicer

               

               

              Seller

               

              Trustee

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

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

               

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

            	
               

               

               

              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

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

               

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

            	
               

               

               

              Trustee

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

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

            	
              Party
                submitting the matter to Holders for vote

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	 
	
              Item
                1112(b) –Significant Obligor Financial
                Information*

            	
              N/A

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

            	 
	
              7

            	
              Significant
                Enhancement Provider Information

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

               

              Determining
                applicable disclosure threshold

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

               

               

            
	
              Item
                1115(b) – Derivative Counterparty Financial Information*

               

              Determining
                current maximum probable exposure

               

              Determining
                current significance percentage

               

               

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
              Depositor

               

               

               

               

               

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

            	 
	
              8

            	
              Other
                Information

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

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

            
	
              9

            	
              Exhibits

            	 
	
              Distribution
                report

            	
              Trustee

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

            	
              Depositor

            


    

    



    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    


    


    
      	
              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 4.05 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

            


    

    



    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    


    


    
      	
              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

            


    

    


    


     


    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R

     

    FORM
      OF
      PERFORMANCE CERTIFICATION

    (Trustee)

     

    
      	
               

            	
              Re:

            	
              The
                Pooling and Servicing Agreement dated as of June 1, 2007 (the
                “Pooling and Servicing Agreement”) among IndyMac
                MBS, Inc., as Depositor, IndyMac Bank, F.S.B., as Seller and Servicer,
                and
                the undersigned, as Trustee (the “Trustee”) ,
                Swap Trustee and Supplemental Interest
                Trustee

            


    

     

    I,
      ________________________________, the _______________________ of the Trustee,
      certify to the Depositor and the Servicer, and their officers, with the
      knowledge and intent that they will rely upon this certification,
      that:

     

    I
      have
      reviewed the report on assessment of the Trustee’s compliance with the servicing
      criteria set forth in Item 1122(d) of Regulation AB (the “Servicing
      Criteria”), provided in accordance with Rules 13a-18 and 15d-18
      under Securities Exchange Act of 1934, as amended (the “Exchange
      Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), all reports on Form 10-D containing statements to
      certificateholders filed in respect of the period included in the year covered
      by the annual report of the Trust Fund (collectively, the
“Distribution Date Statements”);

     

    
      	
               

            	
              (a)

            	
              Assuming
                the accuracy and completeness of the information delivered to the
                Trustee
                by the Servicer as provided in the Pooling and Servicing Agreement
                and
                subject to paragraph (iv) below, to its knowledge the distribution
                information determined by the Trustee and set forth in the Distribution
                Date Statements contained in all Form 10-D’s included in the year covered
                by the annual report of such Trust on Form 10-K for the calendar
                year
                200[  ], is complete and does not contain any material
                misstatement of fact as of the last day of the period covered by
                such
                annual report;

            


    

     

    
      	
               

            	
              (b)

            	
              Based
                solely on the information delivered to the Trustee by the Servicer
                as
                provided in the Pooling and Servicing Agreement, the distribution
                information required under the Pooling and Servicing Agreement to
                be
                contained in the Trust Fund’s Distribution Date Statements, is included in
                such Distribution Date Statements;

            


    

     

    
      	
               

            	
              (c)

            	
              The
                Trustee is not certifying as to the accuracy, completeness or correctness
                of the information which it received from the Servicer and did not
                independently verify or confirm the accuracy, completeness or correctness
                of the information provided by the
                Servicer;

            


    

     

    
      	
               

            	
              (d)

            	
              I
                am responsible for reviewing the activities performed by the Trustee
                as a
                person “performing a servicing function” under the Pooling and Servicing
                Agreement, and based on my knowledge and the compliance review conducted
                in preparing the Servicing Assessment and except as disclosed in
                the
                Servicing Assessment or the Attestation Report, the Trustee has fulfilled
                its obligations under the Pooling and Servicing Agreement;
                and

            


    

     


    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    


    


    
      	
               

            	
              (e)

            	
              The
                Servicing Assessment and Attestation Report required to be provided
                by the
                Trustee and by Subcontractor, if any, pursuant to the Pooling and
                Servicing Agreement, have been provided to the Servicer and the
                Depositor.  Any material instances of noncompliance described in
                such reports have been disclosed to the Servicer and the
                Depositor.  Any material instance of noncompliance with the
                Servicing Criteria has been disclosed in such
                reports.

            


    

     

    
      	 	
              Date:
                _______________________________

            
	 	 
	 	
              By:  ________________________________

              Name:

              Title:

            


    

    


     


    
      
        
        

      

      
        R-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

    FORM
      OF
      SERVICING CRITERIA TO BE ADDRESSED IN

    ASSESSMENT
      OF COMPLIANCE STATEMENT

     

    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
               Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              X

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained.

            	 	 	
              NA

            
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            	 	 


    

    



    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Primary
                Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            	 	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	 	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            	
              X

            	 


    

    



    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


    


    


    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicer

            	
              Trustee

            	
              Notes

            
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the
                Servicer.

            	
              X

            	
              X

            	 
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            	
              X

            	 


    

    


     

    


     


    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      T

    [FORM
      OF]
      LIST OF ITEM 1119 PARTIES

    ASSET
      BACKED CERTIFICATES

    Series
      200_-__

     

    [Date]

     

    
      	
              Party

            	
              Contact
                Information

            
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


    


    
      
        
        

      

      
        T-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      U

    [FORM
      OF]
      SARBANES-OXLEY CERTIFICATION

    (Replacement
      of Servicer)

     

    


    
      	 	
              Re:

            	
              IndyMac
                INDX Mortgage Loan Trust 2007-FLX5

            


    

    


    The
      undersigned Servicer hereby certifies to the Depositor and its officers,
      directors and Affiliates (collectively, the “Certification Parties”) as follows,
      with the knowledge and intent that the Certification Parties will rely on this
      Certification in connection with the certification concerning the Trust Fund
      to
      be signed by an officer of the Depositor and submitted to the Securities and
      Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:

    


    1.           I
      have reviewed the servicer compliance statement of the Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
      servicing reports, officer’s certificates and other information relating to the
      servicing of the Mortgage Loans by the Servicer during 200[ ] that were
      delivered by the Servicer to the Trustee pursuant to the Agreement
      (collectively, the “Servicing Information”);

    


    2.           Based
      on my knowledge, the Servicing Information, taken as a whole, does not contain
      any untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicing Information;

    


    3.           Based
      on my knowledge, all of the Servicing Information required to be provided by
      the
      Servicer under the Agreement has been provided to the Depositor or the Trustee,
      as applicable;

    


    4.           I
      am responsible for reviewing the activities performed by the Servicer as
      servicer under the Servicing Agreement (the “Pooling and Servicing Agreement”)
      relating to the above-referenced Series, among IndyMac MBS, Inc., as Depositor,
      IndyMac Bank, F.S.B., as Seller and Servicer, and Deutsche Bank National Trust
      Company, as Trustee and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Pooling and Servicing Assessment or the Attestation
      Report, the Servicer has fulfilled its obligations under the Agreement in all
      material respects; and

    


    5.           The
      Compliance Statement required to be delivered by the Servicer pursuant to the
      Pooling and Servicing Agreement, and the Servicing Assessment and Attestation
      Report required to be provided by the Servicer and by any Reporting
      Subcontractor pursuant to the Agreement, have been provided to the
      Depositor.  Any material instances of noncompliance described in such
      reports have been disclosed to the Depositor.  Any material instance
      of noncompliance with the Servicing Criteria has been disclosed in such
      reports.

    


    
      	 	
              [SERVICER]

            
	 	 
	 	
              By:  _______________________________

              Name:

              Title:

              Date:
                __________________________

            


    

    


    


    


     
      
        U-1