EXECUTION COPY










                                INDYMAC ABS, INC.
                                    Depositor





                              INDYMAC BANK, F.S.B.
                           Seller and Master Servicer





                      DEUTSCHE BANK NATIONAL TRUST COMPANY
                                     Trustee





                      ____________________________________

                         POOLING AND SERVICING AGREEMENT
                          Dated as of September 1, 2004

                      _____________________________________




                  HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST
                               Series SPMD 2004-B


               HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES
                               Series SPMD 2004-B



<PAGE>


<TABLE>
<CAPTION>


                                            Table of Contents

                                                                                                    Page
<S>              <C>
ARTICLE One Definitions                                                                              I-1

Section 1.01     Definitions.........................................................................I-1

Section 1.02     Rules of Construction..............................................................I-51

ARTICLE Two Conveyance of Mortgage Loans; Representations and Warranties                            II-1

Section 2.01     Conveyance of Mortgage Loans.......................................................II-1

Section 2.02     Acceptance by the Trustee of the Mortgage Loans....................................II-5

Section 2.03     Representations, Warranties, and Covenants of the  Seller and the Master Servicer..II-7

Section 2.04     Representations and Warranties of the Depositor as to the Mortgage Loans...........II-8

Section 2.05     Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases....II-9

Section 2.06     Execution and Delivery of Certificates.............................................II-9

Section 2.07     Conveyance of Subsequent Mortgage Loans...........................................II-10

Section 2.08     REMIC Matters.....................................................................II-12

Section 2.09     Covenants of the Master Servicer..................................................II-14

ARTICLE Three Administration and Servicing of Mortgage Loans                                       III-1

Section 3.01     Master Servicer to Service Mortgage Loans.........................................III-1

Section 3.02     Subservicing; Enforcement of the Obligations of Subservicers......................III-1

Section 3.03     [Reserved]........................................................................III-2

Section 3.04     No Contractual Relationship Between Subservicers and the Trustee..................III-2

Section 3.05     Trustee to Act as Master Servicer.................................................III-2

Section 3.06     Collection of Mortgage Loan Payments; Servicing Accounts;
                 Collection Account; Certificate Account; Distribution Account;
                 Excess Reserve Fund Account.......................................................III-3
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                                       i
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<TABLE>
<CAPTION>

<S>              <C>
Section 3.07     Collection of Taxes, Assessments, and Similar Items Escrow Accounts...............III-7

Section 3.08     Access to Certain Documentation and Information Regarding the Mortgage Loans......III-8

Section 3.09     Permitted Withdrawals from the Certificate Account, the Distribution Account, and the
                 Excess Reserve Fund Account.......................................................III-8

Section 3.10     Maintenance of Hazard Insurance; Maintenance of Primary Insurance Policies.......III-10

Section 3.11     Enforcement of Due-On-Sale Clauses; Assumption Agreements........................III-11

Section 3.12     Realization Upon Defaulted Mortgage Loans; Repurchase of Certain Mortgage Loans..III-12

Section 3.13     Trustee to Cooperate; Release of Mortgage Files..................................III-15

Section 3.14     Documents, Records, and Funds in Possession of the Master Servicer to be Held for the
                 Trustee..........................................................................III-16

Section 3.15     Servicing Compensation...........................................................III-16

Section 3.16     Access to Certain Documentation..................................................III-16

Section 3.17     Annual Statement as to Compliance................................................III-17

Section 3.18     Annual Independent Public Accountants' Servicing Statement; Financial Statements.III-17

Section 3.19     Errors and Omissions Insurance; Fidelity Bonds...................................III-18

Section 3.20     Notification of Adjustments......................................................III-18

Section 3.21     Prepayment Charges...............................................................III-18

Section 3.22     Pre-Funding Accounts.............................................................III-19

ARTICLE Four Distributions and Advances by the Master Servicer                                      IV-1

Section 4.01     Advances...........................................................................IV-1

Section 4.02     Priorities of Distribution.........................................................IV-2

Section 4.03     Monthly Statements to Certificateholders...........................................IV-8

Section 4.04     Cap Contracts.....................................................................IV-11
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                                       ii
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<TABLE>
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<S>              <C>
Section 4.05     [Reserved]........................................................................IV-11

Section 4.06     [Reserved]........................................................................IV-11

Section 4.07     Certain Matters Relating to the Determination of LIBOR............................IV-11

ARTICLE Five The Certificates                                                                        V-1

Section 5.01     The Certificates....................................................................V-1

Section 5.02     Certificate Register; Registration of Transfer and Exchange of Certificates.........V-1

Section 5.03     Mutilated, Destroyed, Lost, or Stolen Certificates..................................V-6

Section 5.04     Persons Deemed Owners...............................................................V-7

Section 5.05     Access to List of Certificateholders' Names and Addresses...........................V-7

Section 5.06     Maintenance of Office or Agency.....................................................V-7

ARTICLE Six The Depositor and the Master Servicer                                                   VI-1

Section 6.01     Respective Liabilities of the Depositor and the Master Servicer....................VI-1

Section 6.02     Merger or Consolidation of the Depositor or the Master Servicer....................VI-1

Section 6.03     Limitation on Liability of the Depositor, the Seller, the Master
                 Servicer, and Others...............................................................VI-1

Section 6.04     Limitation on Resignation of the Master Servicer...................................VI-2

Section 6.05     Inspection.........................................................................VI-2

ARTICLE Seven Default                                                                              VII-1

Section 7.01     Events of Default.................................................................VII-1

Section 7.02     Trustee to Act; Appointment of Successor..........................................VII-2

Section 7.03     Notification to Certificateholders................................................VII-4

ARTICLE Eight Concerning the Trustee                                                              VIII-1

Section 8.01     Duties of the Trustee............................................................VIII-1

Section 8.02     Certain Matters Affecting the Trustee............................................VIII-1

Section 8.03     Trustee Not Liable for Certificates or Mortgage Loans............................VIII-3
</TABLE>



                                      iii
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<TABLE>
<CAPTION>

<S>              <C>
Section 8.04     Trustee May Own Certificates.....................................................VIII-3

Section 8.05     Trustee's Fees and Expenses......................................................VIII-3

Section 8.06     Eligibility Requirements for the Trustee.........................................VIII-4

Section 8.07     Resignation and Removal of the Trustee...........................................VIII-5

Section 8.08     Successor Trustee................................................................VIII-5

Section 8.09     Merger or Consolidation of the Trustee...........................................VIII-6

Section 8.10     Appointment of Co-Trustee or Separate Trustee....................................VIII-6

Section 8.11     Tax Matters......................................................................VIII-7

Section 8.12     Periodic Filings................................................................VIII-10

Section 8.13     [Reserved]......................................................................VIII-10

Section 8.14     [Reserved]......................................................................VIII-11

Section 8.15     Access to Records of Trustee....................................................VIII-11

Section 8.16     Suits for Enforcement...........................................................VIII-11

ARTICLE Nine Termination                                                                            IX-1

Section 9.01     Termination upon Liquidation or Purchase of the Mortgage Loans.....................IX-1

Section 9.02     Final Distribution on the Certificates.............................................IX-1

Section 9.03     Additional Termination Requirements................................................IX-3

ARTICLE Ten Miscellaneous Provisions                                                                 X-1

Section 10.01    Amendment...........................................................................X-1

Section 10.02    Recordation of Agreement; Counterparts..............................................X-3

Section 10.03    Governing Law.......................................................................X-3

Section 10.04    Intention of Parties................................................................X-3

Section 10.05    Notices.............................................................................X-4

Section 10.06    Severability of Provisions..........................................................X-5

Section 10.07    Assignment..........................................................................X-5
</TABLE>



                                       iv
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<TABLE>
<CAPTION>

<S>              <C>
Section 10.08    Limitation on Rights of Certificateholders..........................................X-5

Section 10.09    Inspection and Audit Rights.........................................................X-6

Section 10.10    Certificates Nonassessable and Fully Paid...........................................X-6

Section 10.11    Official Record.....................................................................X-6

Section 10.12    Protection of Assets................................................................X-6

Section 10.13    Qualifying Special Purpose Entity...................................................X-7

Section 10.14    Rights of NIM Insurer...............................................................X-7
</TABLE>


                                       v
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<TABLE>
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<S>              <C>
                                    SCHEDULES

Schedule I       Mortgage Loan Schedule............................................................S-I-1
Schedule II:     Representations and Warranties of the
                 Seller/Master Servicer as of the Closing
                 Date or Cut-off Date, as Applicable..............................................S-II-1
Schedule III:   Representations and Warranties as to the Mortgage Loans..........................S-III-1

                                    EXHIBITS

Exhibit A:  Form of Class A and M Certificate........................................................A-1
Exhibit B:  Form of Class P Certificate..............................................................B-1
Exhibit C:  Form of Class R Certificate..............................................................C-1
Exhibit D:  Form of Class C Certificate..............................................................D-1
Exhibit E:  [Reserved]...............................................................................E-1
Exhibit F:  Form of Reverse of Certificates..........................................................F-1
Exhibit G:  Form of Initial Certification of Trustee.................................................G-1
Exhibit H:  Form of Final Certification of Trustee...................................................H-1
Exhibit I:  Form of Transfer Affidavit...............................................................I-1
Exhibit J:  Form of Transferor Certificate...........................................................J-1
Exhibit K:  [Reserved]...............................................................................K-1
Exhibit L:  Form of Rule 144A Letter.................................................................L-1
Exhibit M:  Form of Request for Release (for Trustee)................................................M-1
Exhibit N:  Form of Request for Release (Mortgage Loan
            Paid in Full, Repurchased, and Released).................................................N-1
Exhibit O:  Form of Trustee Certification............................................................O-1
Exhibit P:  Form of Addition Notice..................................................................P-1
Exhibit Q:  Form of Subsequent Transfer Instrument...................................................Q-1
</TABLE>



                                       vi
<PAGE>



         THIS POOLING AND SERVICING AGREEMENT, dated as of September 1, 2004,
among IndyMac ABS, Inc., a Delaware corporation, as depositor (the "DEPOSITOR"),
IndyMac Bank, F.S.B. ("INDYMAC"), a federal savings bank, as seller (in that
capacity, the "SELLER") and as master servicer (in that capacity, the "MASTER
SERVICER"), and Deutsche Bank National Trust Company, a national banking
association, as trustee (the "TRUSTEE"),

                                 WITNESSETH THAT

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

                              PRELIMINARY STATEMENT

         PRELIMINARY STATEMENT:

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




                                       1
<PAGE>



                                     REMIC I

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

<TABLE>
<CAPTION>

                                                          Initial Uncertificated        Latest Possible
    Class Designation      REMIC I Remittance Rate                Balance               Maturity Date(1)
    -----------------      -----------------------                -------               ----------------
<S>                              <C>                          <C>                        <C>
   Class I-LT1                   Variable (2)                 $623,513,658.56            December 2034
   Class I-LT1PF                 Variable (2)                 $98,938,125.20             December 2034
   Class I-LT2                   Variable (2)                 $227,186,769.28            December 2034
   Class I-LT2PF                 Variable (2)                 $ 50,740,450.53            December 2034
   Class I-LTP                   Variable (2)                    $ 100.00                December 2034
</TABLE>

________________

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

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



                                       2
<PAGE>



                                    REMIC II

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

<TABLE>
<CAPTION>

                                      REMIC I                        Initial                   Latest Possible
       Designation                Remittance Rate             Uncertificated Balance          Maturity Date(1)
       -----------                ---------------             ----------------------          ----------------
<S>                                 <C>                        <C>                             <C>
       II-LTAA                      Variable(2)                $   490,185,711.75              December 2034
       II-LTA1                      Variable(2)                $     2,811,810.00              December 2034
      II-LTAII1                     Variable(2)                $       596,185.00              December 2034
      II-LTAII2                     Variable(2)                $       519,595.00              December 2034
      II-LTAII3                     Variable(2)                $       159,910.00              December 2034
       II-LTM1                      Variable(2)                $       137,500.00              December 2034
       II-LTM2                      Variable(2)                $       140,000.00              December 2034
       II-LTM3                      Variable(2)                $        80,000.00              December 2034
       II-LTM4                      Variable(2)                $        72,500.00              December 2034
       II-LTM5                      Variable(2)                $        72,500.00              December 2034
       II-LTM6                      Variable(2)                $        75,000.00              December 2034
       II-LTM7                      Variable(2)                $        65,000.00              December 2034
       II-LTM8                      Variable(2)                $        52,500.00              December 2034
       II-LTM9                      Variable(2)                $        50,000.00              December 2034
      II-LTM10                      Variable(2)                $        12,500.00              December 2034
       II-LTZZ                      Variable(2)                $     5,158,790.04              December 2034
       II-LTP                       Variable(2)                $           100.00              December 2034
       II-1SUB                      Variable(2)                $        16,008.99              December 2034
       II-1GRP                      Variable(2)                $        72,245.19              December 2034
       II-2SUB                      Variable(2)                $         2,278.92              December 2034
       II-2GRP                      Variable(2)                $        27,792.72              December 2034
        II-XX                       Variable(2)                $   500,071,175.96              December 2034
</TABLE>
 ________________

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

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



                                       3
<PAGE>



                                    REMIC III

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

<TABLE>
<CAPTION>

                                                                  Initial Aggregate
                                                                Certificate Principal         Latest Possible
         Designation                  Pass-Through Rate                Balance                Maturity Date(1)
         -----------                  -----------------                -------                ----------------
<S>                                    <C>                          <C>                         <C>
        Class A-I                      Variable(2)                  $   562,362,000.00          December 2034
       Class A-II-1                    Variable(2)                  $   119,237,000.00          December 2034
       Class A-II-2                    Variable(2)                  $   103,919,000.00          December 2034
       Class A-II-3                    Variable(2)                  $    31,982,000.00          December 2034
        Class M-1                      Variable(2)                  $    27,500,000.00          December 2034
        Class M-2                      Variable(2)                  $    28,000,000.00          December 2034
        Class M-3                      Variable(2)                  $    16,000,000.00          December 2034
        Class M-4                      Variable(2)                  $    14,500,000.00          December 2034
        Class M-5                      Variable(2)                  $    14,500,000.00          December 2034
        Class M-6                      Variable(2)                  $    15,000,000.00          December 2034
        Class M-7                      Variable(2)                  $    13,000,000.00          December 2034
        Class M-8                      Variable(2)                  $    10,500,000.00          December 2034
        Class M-9                      Variable(2)                  $    10,000,000.00          December 2034
        Class M-10                     Variable(2)                  $     2,500,000.00          December 2034
         Class C                       Variable(2)(3)               $    31,379,003.57          December 2034
         Class P                       Variable(2)(4)               $           100.00          December 2034
         Class R                       N/A                          N/A                         December 2034
</TABLE>
________________

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

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

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

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




                                       4
<PAGE>



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

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

Group I Certificates....................Class A-I Certificates.

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

Mezzanine Certificates..................None.

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, Class M-9 and Class M-10
                                        Certificates.

ERISA-Restricted Certificates...........Class R, Class P and Class C
                                        Certificates, until they have been the
                                        subject of an ERISA-Qualifying
                                        Underwriting; also, the Class M-10
                                        Certificates, and Certificates of any
                                        Class that ceases to satisfy the rating
                                        requirements of the Underwriter
                                        Exemption.

LIBOR Certificates......................All classes of Certificates other than
                                        the Private Certificates.

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

Physical Certificates...................Class R, Class P, and Class C
                                        Certificates.

Private Certificates....................Class R, Class P and Class C
                                        Certificates.

Rating Agencies.........................Moody's, S&P and Fitch.

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

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

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




                                       5
<PAGE>



                                   ARTICLE ONE

                                   DEFINITIONS

         Section 1.01 DEFINITIONS.

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

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

         ACCRUED CERTIFICATE INTEREST DISTRIBUTION AMOUNT: For any Distribution
Date for each Class of Certificates (other than the Class P, Class R and Class C
Certificates), the amount of interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate on the related Class
Certificate Balance immediately before the Distribution Date reduced by any Net
Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such
Distribution Date allocated to such Class (allocated to each Certificate based
on its respective entitlements to interest irrespective of any Prepayment
Interest Shortfalls or Relief Act Interest Shortfalls for such Distribution
Date).

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

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

         ADJUSTED NET MORTGAGE RATE: As to each Mortgage Loan and at any time,
the per annum rate equal to the Mortgage Rate less the Expense Fee Rate.

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

         ADVANCE: The payment required to be made by the Master Servicer for any
Distribution Date pursuant to Section 4.01, the amount of that payment being
equal to the aggregate of payments of principal and interest (net of the Master
Servicing Fee and any net proceeds in the



                                      I-1
<PAGE>

case of any REO Properties) on the Mortgage Loans that were due during the
related Remittance Period and not received as of the close of business on the
related Determination Date, plus an amount equivalent to interest on each REO
Property LESS the aggregate amount of any delinquent payments that the Master
Servicer has determined would constitute a Nonrecoverable Advance if advanced.

         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.

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

         APPLIED REALIZED LOSS AMOUNT: For any Distribution Date, the EXCESS OF
the aggregate Class Certificate Balance of the Offered Certificates OVER the
aggregate Stated Principal Balance of all of the Mortgage Loans as of the last
day of the preceding Remittance Period.

         AVAILABLE FUNDS: For any Distribution Date,

         are the SUM OF:

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

         (B) all Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries received during the preceding calendar month (in each case, net of
unreimbursed expenses incurred in connection with a liquidation or foreclosure);

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

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

         (E) amounts received for the Distribution Date as the Substitution
Adjustment Amount or purchase price of a Deleted Mortgage Loan or a Mortgage
Loan repurchased by the Seller or the Master Servicer as of the Distribution
Date;



                                      I-2
<PAGE>

         MINUS

amounts in reimbursement for Advances previously made with respect to the
Mortgage Loans, reimbursable to the Master Servicer with respect to the Mortgage
Loans pursuant to this Agreement and, as applicable, payable by the Trustee out
of the Distribution Account pursuant to Section 3.09(b).

         The Holders of the Class P Certificates will be entitled to all
Prepayment Charges received on the Mortgage Loans and such amounts will not be
available for distribution to the Holders of any other Class of Certificates.

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

         BASIC PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF (i) the Principal Remittance Amount for both Loan Groups for the
Distribution Date OVER (ii) the Excess Overcollateralization Amount, if any, for
that Distribution Date.

         BLANKET MORTGAGE: The mortgage or mortgages encumbering a Cooperative
Property.

         BOOK-ENTRY CERTIFICATES: As specified in the Preliminary Statement.

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

         CAP CONTRACT A: The interest rate cap agreement between the Trustee, on
behalf of the Trust Fund, and the Cap Contract Counterparty relating to the
Class A-I and Subordinated Certificates.

         CAP CONTRACT B: The interest rate cap agreement between the Trustee, on
behalf of the Trust Fund, and the Cap Contract Counterparty relating to the
Group II and Subordinated Certificates.

         CAP CONTRACT COUNTERPARTY: Barclays Bank, PLC.

         CAP CONTRACTS:  Cap Contract A and Cap Contract B, as applicable.

         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 Master Servicer pursuant to Section 3.06(d) with a
depository institution in the name of the Master Servicer for the benefit of the
Trustee on behalf of Certificateholders and designated "IndyMac Bank, F.S.B., in
trust for the registered holders of Home Equity Mortgage Loan Asset-Backed
Certificates, Series SPMD 2004-B."

         CERTIFICATE BALANCE: For any Certificate (other than a Class R or a
Class C Certificate) at any date, the maximum dollar amount of principal to
which the Holder of the Certificate is then entitled, such amount being equal to
the Certificate's Denomination PLUS any increases in the Certificate Balance of
such Certificate pursuant to Section 4.02 due to the receipt of



                                      I-3
<PAGE>

Subsequent Recoveries MINUS all distributions of principal previously made with
respect thereto and in the case of any Subordinated Certificate, reduced by any
Applied Realized Loss Amounts applicable to the Subordinated Certificate. The
Class R and Class C Certificates have no Certificate Balance.

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

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

         CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

         CERTIFICATEHOLDER OR HOLDER: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or any affiliate of the Depositor 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 unless the Depositor or its affiliates own
100% of the Percentage Interests evidenced by a Class of Certificates, in which
case the Certificates shall be Outstanding for purposes of any provision of this
Agreement requiring the consent of the Holders of Certificates of a particular
Class as a condition to the taking of any action. The Trustee and the NIM
Insurer are entitled to rely conclusively on a certification of the Depositor or
any affiliate of the Depositor in determining which Certificates are registered
in the name of an affiliate of the Depositor.

         CLASS: All Certificates bearing the same class designation as in the
Preliminary Statement.

         CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
sum of the Class A-I Principal Distribution Amount and the Group II Senior
Principal Distribution Amount for that Distribution Date.

         CLASS A-I PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS of

         (A) the Class Certificate Balance of the Class A-I Certificates
immediately before that Distribution Date OVER

         (B) the LESSER of (x) 63.50% of the aggregate Stated Principal Balances
of all the Group I Mortgage Loans as of the last day of the related Remittance
Period (after giving effect to Principal Prepayments received in the Prepayment
Period related to that Distribution Date) and (y) an amount, not less than zero,
equal to the aggregate Stated Principal Balance of all the Group I Mortgage
Loans as of the last day of the related Remittance Period (after giving effect
to Principal Prepayments received in the Prepayment Period related to that
Distribution Date) MINUS $3,439,523.



                                      I-4
<PAGE>

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

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

         CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

(ii) the LESSER OF

                  (A) 69.00% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

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

         CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

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

(ii) the LESSER OF



                                      I-5
<PAGE>

                  (A) 74.60% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

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

         CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

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

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

(ii) the LESSER OF

                  (A) 77.80% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

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



                                      I-6
<PAGE>

         CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

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

                  (D) the Class Certificate Balance of the Class M-3
         Certificates (after taking into account distribution of the Class M-3
         Principal Distribution Amount on the Distribution Date), and

                  (E) the Class Certificate Balance of the Class M-4
         Certificates immediately before the Distribution Date OVER

(ii) the LESSER OF

                  (A) 80.70% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

provided, that if on any Distribution Date, the Class M-4 Certificates are the
only Class of Subordinated Certificates outstanding, the Class M-4 Principal
Distribution Amount shall equal the lesser of the Class Certificate Balance of
such Class immediately prior to such Distribution Date and the Principal
Distribution Amount for such Distribution Date.

         CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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



                                      I-7
<PAGE>

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

                  (D) the Class Certificate Balance of the Class M-3
         Certificates (after taking into account distribution of the Class M-3
         Principal Distribution Amount on the Distribution Date),

                  (E) the Class Certificate Balance of the Class M-4
         Certificates (after taking into account distribution of the Class M-4
         Principal Distribution Amount on the Distribution Date), and

                  (F) the Class Certificate Balance of the Class M-5
         Certificates immediately before the Distribution Date OVER

(ii) the LESSER OF

                  (A) 83.60% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

provided, that if on any Distribution Date, the Class M-5 Certificates are the
only Class of Subordinated Certificates outstanding, the Class M-5 Principal
Distribution Amount shall equal the lesser of the Class Certificate Balance of
such Class immediately prior to such Distribution Date and the Principal
Distribution Amount for such Distribution Date.

         CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

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

                  (D) the Class Certificate Balance of the Class M-3
         Certificates (after taking into account distribution of the Class M-3
         Principal Distribution Amount on the Distribution Date),



                                      I-8
<PAGE>

                  (E) the Class Certificate Balance of the Class M-4
         Certificates (after taking into account distribution of the Class M-4
         Principal Distribution Amount on the Distribution Date),

                  (F) the Class Certificate Balance of the Class M-5
         Certificates (after taking into account distribution of the Class M-5
         Principal Distribution Amount on the Distribution Date), and

                  (G) the Class Certificate Balance of the Class M-6
         Certificates immediately before the Distribution Date OVER

(ii) the LESSER OF

                  (A) 86.60% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000.

provided, that if on any Distribution Date, the Class M-6 Certificates are the
only Class of Subordinated Certificates outstanding, the Class M-6 Principal
Distribution Amount shall equal the lesser of the Class Certificate Balance of
such Class immediately prior to such Distribution Date and the Principal
Distribution Amount for such Distribution Date.

         CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

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

                  (D) the Class Certificate Balance of the Class M-3
         Certificates (after taking into account distribution of the Class M-3
         Principal Distribution Amount on the Distribution Date),

                  (E) the Class Certificate Balance of the Class M-4
         Certificates (after taking into account distribution of the Class M-4
         Principal Distribution Amount on the Distribution Date),



                                      I-9
<PAGE>

                  (F) the Class Certificate Balance of the Class M-5
         Certificates (after taking into account distribution of the Class M-5
         Principal Distribution Amount on the Distribution Date),

                  (G) the Class Certificate Balance of the Class M-6
         Certificates (after taking into account distribution of the Class M-6
         Principal Distribution Amount on the Distribution Date), and

                  (H) the Class Certificate Balance of the Class M-7
         Certificates immediately before the Distribution Date OVER

(ii) the LESSER OF

                  (A) 89.20% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

provided, that if on any Distribution Date, the Class M-7 Certificates are the
only Class of Subordinated Certificates outstanding, the Class M-7 Principal
Distribution Amount shall equal the lesser of the Class Certificate Balance of
such Class immediately prior to such Distribution Date and the Principal
Distribution Amount for such Distribution Date.

         CLASS M-8 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

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

                  (D) the Class Certificate Balance of the Class M-3
         Certificates (after taking into account distribution of the Class M-3
         Principal Distribution Amount on the Distribution Date),

                  (E) the Class Certificate Balance of the Class M-4
         Certificates (after taking into account distribution of the Class M-4
         Principal Distribution Amount on the Distribution Date),



                                      I-10
<PAGE>

                  (F) the Class Certificate Balance of the Class M-5
         Certificates (after taking into account distribution of the Class M-5
         Principal Distribution Amount on the Distribution Date),

                  (G) the Class Certificate Balance of the Class M-6
         Certificates (after taking into account distribution of the Class M-6
         Principal Distribution Amount on the Distribution Date),

                  (H) the Class Certificate Balance of the Class M-7
         Certificates (after taking into account distribution of the Class M-7
         Principal Distribution Amount on the Distribution Date), and

                  (I) the Class Certificate Balance of the Class M-8
         Certificates immediately before the Distribution Date OVER

(ii) the LESSER OF

                  (A) 91.30% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

provided, that if on any Distribution Date, the Class M-8 Certificates are the
only Class of Subordinated Certificates outstanding, the Class M-8 Principal
Distribution Amount shall equal the lesser of the Class Certificate Balance of
such Class immediately prior to such Distribution Date and the Principal
Distribution Amount for such Distribution Date.

         CLASS M-9 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the
EXCESS OF

(i) the SUM OF

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

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

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

                  (D) the Class Certificate Balance of the Class M-3
         Certificates (after taking into account distribution of the Class M-3
         Principal Distribution Amount on the Distribution Date),



                                      I-11
<PAGE>

                  (E) the Class Certificate Balance of the Class M-4
         Certificates (after taking into account distribution of the Class M-4
         Principal Distribution Amount on the Distribution Date),

                  (F) the Class Certificate Balance of the Class M-5
         Certificates (after taking into account distribution of the Class M-5
         Principal Distribution Amount on the Distribution Date),

                  (G) the Class Certificate Balance of the Class M-6
         Certificates (after taking into account distribution of the Class M-6
         Principal Distribution Amount on the Distribution Date),

                  (H) the Class Certificate Balance of the Class M-7
         Certificates (after taking into account distribution of the Class M-7
         Principal Distribution Amount on the Distribution Date),

                   (I) the Class Certificate Balance of the Class M-8
         Certificates (after taking into account distribution of the Class M-8
         Principal Distribution Amount on the Distribution Date), and

                  (J) the Class Certificate Balance of the Class M-9
         Certificates immediately before the Distribution Date OVER

(ii) the LESSER OF

                  (A) 93.30% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

provided, that if on any Distribution Date, the Class M-9 Certificates are the
only Class of Subordinated Certificates outstanding, the Class M-9 Principal
Distribution Amount shall equal the lesser of the Class Certificate Balance of
such Class immediately prior to such Distribution Date and the Principal
Distribution Amount for such Distribution Date.

         CLASS M-10 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,
the EXCESS OF

(i) the SUM OF

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

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



                                      I-12
<PAGE>

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

                  (D) the Class Certificate Balance of the Class M-3
         Certificates (after taking into account distribution of the Class M-3
         Principal Distribution Amount on the Distribution Date),

                  (E) the Class Certificate Balance of the Class M-4
         Certificates (after taking into account distribution of the Class M-4
         Principal Distribution Amount on the Distribution Date),

                  (F) the Class Certificate Balance of the Class M-5
         Certificates (after taking into account distribution of the Class M-5
         Principal Distribution Amount on the Distribution Date),

                  (G) the Class Certificate Balance of the Class M-6
         Certificates (after taking into account distribution of the Class M-6
         Principal Distribution Amount on the Distribution Date),

                  (H) the Class Certificate Balance of the Class M-7
         Certificates (after taking into account distribution of the Class M-7
         Principal Distribution Amount on the Distribution Date),

                  (I) the Class Certificate Balance of the Class M-8
         Certificates (after taking into account distribution of the Class M-8
         Principal Distribution Amount on the Distribution Date),

                  (J) the Class Certificate Balance of the Class M-9
         Certificates (after taking into account distribution of the Class M-9
         Principal Distribution Amount on the Distribution Date), and

                  (K) the Class Certificate Balance of the Class M-10
         Certificates immediately before the Distribution Date OVER

(ii) the LESSER OF

                  (A) 93.80% of the aggregate Stated Principal Balance of all of
         the Mortgage Loans as of the last day of the related Remittance Period
         (after giving effect to Principal Prepayments received in the
         Prepayment Period relating to that Distribution Date) AND

                  (B) an amount, not less than zero, equal to the aggregate
         Stated Principal Balance of all of the Mortgage Loans as of the last
         day of the related Remittance Period (after giving effect to Principal
         Prepayments received in the Prepayment Period relating to that
         Distribution Date) minus $5,000,000;

provided, that if on any Distribution Date, the Class M-10 Certificates are the
only Class of Subordinated Certificates outstanding, the Class M-10 Principal
Distribution Amount shall equal the lesser of the Class Certificate Balance of
such Class immediately prior to such Distribution Date and the Principal
Distribution Amount for such Distribution Date.



                                      I-13
<PAGE>

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

         CLASS R I INTEREST: The uncertificated Residual Interest in REMIC I.

         CLASS R II INTEREST: The uncertificated Residual Interest in REMIC II.

         CLASS R III INTEREST: The uncertificated Residual Interest in REMIC
III.

         CLOSING DATE: September 30, 2004.

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

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

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

         COLLECTION ACCOUNT: As defined in Section 3.06(c).

         COMBINED LOAN-TO-VALUE RATIO: For any Mortgage Loan at any time, the
ratio, expressed as a percentage, of

         (i) the SUM OF (a) the original principal balance of the Mortgage Loan
and (b) the outstanding principal balance at the date of origination of the
Mortgage Loan of any senior mortgage loan, or in the case of any open-ended
senior mortgage loan, the maximum available line of credit with respect to the
Mortgage Loan at origination, regardless of any lesser amount actually
outstanding at the date of origination of the Mortgage Loan, to

         (ii) the Collateral Value of the Mortgage Loan.

         COMPENSATING INTEREST: For any Distribution Date, the LESSER OF (i) any
Prepayment Interest Shortfalls AND (ii) 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.

         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.

         CO-OP SHARES: Shares issued by a Cooperative Corporation.

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



                                      I-14
<PAGE>

         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.

         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: Corporate Trust Administration IN04S2 (IndyMac ABS,
Inc., Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2004-B),
facsimile no. (714) 247-6285 and which is the address to which notices to and
correspondence with the Trustee should be directed.

         CORRESPONDING CERTIFICATE: With respect to each REMIC II Regular
Interest, as follows:

          REMIC II Regular Interest              Class
          -------------------------              -----
REMIC II Regular Interest II-LTAI                 A-I
REMIC II Regular Interest II-LTAII1             A-II-1
REMIC II Regular Interest II-LTAII2             A-II-2
REMIC II Regular Interest II-LTAII3             A-II-3
REMIC II Regular Interest II-LTM1                 M-1
REMIC II Regular Interest II-LTM2                 M-2
REMIC II Regular Interest II-LTM3                 M-3
REMIC II Regular Interest II-LTM4                 M-4
REMIC II Regular Interest II-LTM5                 M-5
REMIC II Regular Interest II-LTM6                 M-6
REMIC II Regular Interest II-LTM7                 M-7
REMIC II Regular Interest II-LTM8                 M-8
REMIC II Regular Interest II-LTM9                 M-9
REMIC II Regular Interest II-LTM10               M-10
REMIC II Regular Interest II-LTP                   P


         CREDIT ENHANCEMENT PERCENTAGE: For any Distribution Date and any Class
of Offered Certificates, the percentage obtained by dividing (x) the sum of (i)
the aggregate Class Certificate Balances of all Classes of Offered Certificates
subordinated to such Class and (ii) the Overcollateralization Amount (in each
case taking into account the distributions of the Principal Distribution Amount
for that Distribution Date) by (y) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Remittance Period (after giving
effect to scheduled payments of principal due during the Remittance Period, to
the extent received or advanced, and Principal Prepayments received in the
Prepayment Period related to that Distribution Date) and any amounts on deposit
in the Pre-Funding Accounts.

         CUMULATIVE NET LOSS TRIGGER EVENT: With respect to any Distribution
Date on or after the Stepdown Date, exists if the percentage obtained by
dividing (x) the aggregate amount of Realized Losses incurred from the Cut-off
Date through the last day of the related Remittance Period (reduced by the
aggregate amount of Subsequent Recoveries received through the last day of that
Remittance Period) by (y) the aggregate Stated Principal Balance of the Closing
Date Mortgage Loans as of the Cut-off Date plus amounts on deposit in the
Pre-Funding



                                      I-15
<PAGE>

Accounts as of the Closing Date exceeds (A) 2.75% from October 2007 through
September 2008, (B) 4.50% from October 2008 through September 2009, (C) 5.75%
from October 2009 through September 2010 and (D) 6.40% thereafter.

         CUT-OFF DATE: As to any Closing Date Mortgage Loans, September 1, 2004.
As to any Subsequent Mortgage Loans, the related Subsequent Cut-off Date.

         CUT-OFF DATE PRINCIPAL BALANCE: As to any Mortgage Loan, its Stated
Principal Balance as of the close of business on the 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 that results in a
permanent forgiveness of principal.

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

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

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

         DELAYED DELIVERY CERTIFICATION: A certification substantially in the
form of Exhibit G-1.

         DELAYED DELIVERY MORTGAGE LOANS: The Closing Date Mortgage Loans
identified on the Mortgage Loan Schedule for which none of a related Mortgage
File or the Mortgage Note (or lost note affidavit for a lost Mortgage Note) has
been delivered to the Trustee by the Closing Date. The Depositor shall deliver
the Mortgage Files to the Trustee:

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

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

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

         DELETED MORTGAGE LOAN: As defined in Section 2.03(c).



                                      I-16
<PAGE>

         DENOMINATION: For each Certificate, the amount on the face of the
Certificate as the "Initial Certificate Balance of this Certificate" or the
Percentage Interest appearing on the face of the Certificate.

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

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

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

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

         DISTRIBUTION ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.06(f) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company in trust for registered holders of IndyMac Home Equity Mortgage
Loan Asset-Backed Certificates, Series SPMD 2004-B." 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 October 2004.

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

         ELIGIBLE ACCOUNT: Any of

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

         (ii) [RESERVED], or

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



                                      I-17
<PAGE>

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

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

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

         ERISA-QUALIFYING UNDERWRITING: A best efforts or firm commitment
underwriting or private placement that meets the requirements of an
Underwriter's Exemption.

         ERISA-RESTRICTED CERTIFICATE: As specified in the Preliminary
Statement.

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

         EVENT OF DEFAULT: As defined in Section 7.01.

         EXCESS OVERCOLLATERALIZATION AMOUNT: For any Distribution Date, the
EXCESS OF (a) the Overcollateralization Amount on the Distribution Date OVER (b)
the Overcollateralization Target Amount for the Distribution Date.

         EXCESS PROCEEDS: For any Liquidated Mortgage Loan, the EXCESS OF

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

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

         EXCESS RESERVE FUND ACCOUNT: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 3.06(d) in the name of the Trustee
for the benefit of the Certificateholders and designated "Deutsche Bank National
Trust Company in trust for registered holders of IndyMac Home Equity Mortgage
Loan Asset-Backed Trust, Series SPMD 2004-B." Funds in the Excess Reserve Fund
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement. The Excess Reserve Fund Account will not
be an asset of any REMIC.

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

         EXPENSE FEES: As to each Mortgage Loan, the SUM OF the Master Servicing
Fee and Trustee Fee.

         EXPENSE FEE RATE: As to each Mortgage Loan, the SUM OF the related
Master Servicing Fee Rate and the Trustee Fee Rate.



                                      I-18
<PAGE>

         EXTRA PRINCIPAL DISTRIBUTION AMOUNT: As of any Distribution Date, the
LESSER OF (x) the Total Monthly Excess Spread for that Distribution Date and (y)
the Overcollateralization Deficiency 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, New York 10004, Attention: MBS Monitoring - IndyMac SPMD 2004-B, or
any other address Fitch furnishes to the Depositor and the Master Servicer.

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

         FUNDING PERIOD: The period beginning on the Closing Date and ending on
the earlier to occur of (i) the date upon which the amount on deposit in the
Pre-Funding Accounts has been reduced to zero or (ii) the 30th day following the
Closing Date.

         GROUP I CERTIFICATES: As specified in the Preliminary Statement.

         GROUP I INTEREST REMITTANCE AMOUNT: For any Distribution Date, the
portion of the Available Funds with respect to Loan Group I attributable to
interest.

         GROUP I MAXIMUM CAP: For each Class of Group I Certificates as of any
Distribution Date, the PRODUCT OF:

                  (i) a fraction whose numerator is 30 and whose denominator is
         the actual number of days in the related Interest Accrual Period AND

                  (ii) the weighted average of the Maximum Mortgage Rates on the
         Group I Mortgage Loans, minus the weighted average Expense Fee Rate, as
         of the opening of business on the first day of the related Remittance
         Period (weighted on the basis of the Stated Principal Balance of each
         such Mortgage Loan as of the Due Date occurring in the prior calendar
         month).

         GROUP I MORTGAGE LOANS:  The Mortgage Loans in Loan Group I.

         GROUP I MORTGAGE WAC RATE: For any Distribution Date, the weighted
average of the Adjusted Net Mortgage Rates in effect on the beginning of the
related Remittance Period for the Group I Mortgage Loans (weighted on the basis
of the Stated Principal Balance of each such Mortgage Loan as of the Due Date
occurring in the prior calendar month).

         GROUP I NET WAC CAP: For each Class of Group I Certificates as of any
Distribution Date, the PRODUCT OF:



                                      I-19
<PAGE>

                  (i) a fraction whose numerator is 30 and whose denominator is
         the actual number of days in the related Interest Accrual Period AND

                  (ii) the weighted average of the Adjusted Net Mortgage Rates
         on the Group I Mortgage Loans as of the opening of business on the
         first day of the related Remittance Period (weighted on the basis of
         the Stated Principal Balance of each such Mortgage Loan as of the Due
         Date occurring in the prior calendar month).

                  For federal income tax purposes, the equivalent of the
         foregoing shall be expressed as the weighted average of the REMIC I
         Remittance Rate on REMIC II Regular Interest II-LT1GRP, weighted on the
         basis of the Uncertificated Balance of such REMIC II Regular Interest.

                  GROUP I PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution
         Date is the PRODUCT OF:

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

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

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

         GROUP I PRE-FUNDING ACCOUNT: The account established and maintained
pursuant to Section 3.22.

         GROUP II CERTIFICATES: As specified in the Preliminary Statement.

         GROUP II INTEREST REMITTANCE AMOUNT: For any Distribution Date, the
portion of the Available Funds with respect to Loan Group II attributable to
interest.

         GROUP II MORTGAGE WAC RATE: For any Distribution Date, the weighted
average of the Adjusted Net Mortgage Rates in effect on the beginning of the
related Remittance Period for the Group II Mortgage Loans (weighted on the basis
of the Stated Principal Balance of each such Mortgage Loan as of the Due Date
occurring in the prior calendar month).

         GROUP II MAXIMUM CAP: For each Class of Group II Certificates as of any
Distribution Date, the PRODUCT of:

                  (i) a fraction whose numerator is 30 and whose denominator is
         the actual number of days in the related Interest Accrual Period AND

                  (ii) the weighted average of the Maximum Mortgage Rates on the
         Group II Mortgage Loans, minus the weighted average Expense Fee Rate,
         as of the opening of business on the first day of the related
         Remittance Period (weighted on the basis of the Stated Principal
         Balance of each such Mortgage Loan as of the Due Date occurring in the
         prior calendar month).



                                      I-20
<PAGE>

         GROUP II MORTGAGE LOANS:  The Mortgage Loans in Loan Group II.

         GROUP II NET WAC CAP: For each Class of Group II Certificates as of any
Distribution Date, the PRODUCT OF:

                  (i) a fraction whose numerator is 30 and whose denominator is
         the actual number of days in the related Interest Accrual Period AND

                  (ii) the weighted average of the Adjusted Net Mortgage Rates
         on the Group II Mortgage Loans as of the opening of business on the
         first day of the related Remittance Period (weighted on the basis of
         the Stated Principal Balance of each such Mortgage Loan as of the Due
         Date occurring in the prior calendar month).

                  For federal income tax purposes, the equivalent of the
         foregoing shall be expressed as the weighted average of the REMIC I
         Remittance Rate on REMIC II Regular Interest II-LT2GRP, weighted on the
         basis of the Uncertificated Balance of such REMIC II Regular Interest.

         GROUP II PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date is
the PRODUCT OF:

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

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

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

         GROUP II PRE-FUNDING ACCOUNT: The account established and maintained
pursuant to Section 3.22.

         GROUP II SENIOR PRINCIPAL DISTRIBUTION AMOUNT is the excess of

                           (A) the aggregate Class Certificate Balance of the
                  Group II Certificates immediately before that Distribution
                  Date over

                           (B) the lesser of (x) 63.50% of the aggregate Stated
                  Principal Balances of all the Group II Mortgage Loans as of
                  the last day of the related Remittance Period (after giving
                  effect to Principal Prepayments received in the Prepayment
                  Period related to that Distribution Date) and (y) an amount,
                  not less than zero, equal to the aggregate Stated Principal
                  Balance of all the Group II Mortgage Loans as of the last day
                  of the related Remittance Period (after giving effect to
                  Principal Prepayments received in the Prepayment Period
                  related to that Distribution Date) minus $1,560,477.

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



                                      I-21
<PAGE>

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

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

         INITIAL GROUP I MORTGAGE LOANS: The Closing Date Mortgage Loans in Loan
Group I.

         INITIAL GROUP II MORTGAGE LOANS: The Closing Date Mortgage Loans in
Loan Group II.

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

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

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

         INTEREST ACCRUAL PERIOD: For each Class of Offered Certificates and the
corresponding Class of Lower Tier Interest and any Distribution Date, the period
from the Distribution Date in the month preceding the month in which the
Distribution Date occurs to the day prior to such Distribution Date (or in the
case of the first Distribution Date, the period from the Closing Date to the day
prior to the first Distribution Date). For purposes of computing interest
accruals on each Class of Offered Certificates and the corresponding Class of
Lower Tier Interest, each Interest Accrual Period has the actual number of days
in the month and each year is assumed to have 360 days.

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

         LIBOR CERTIFICATES: As specified in the Preliminary Statement.



                                      I-22
<PAGE>

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

         LIQUIDATED MORTGAGE LOAN: For any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) that was liquidated in the calendar
month preceding the month of the Distribution Date and as to which the Master
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 Master Servicing Fees, Servicing Advances and Advances.

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

         LOAN GROUP I: Mortgage Loans identified on the Mortgage Loan Schedule
as Group I Mortgage Loans.

         LOAN GROUP II: Mortgage Loans identified on the Mortgage Loan Schedule
as Group II Mortgage Loans.

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

         LONDON BUSINESS DAY: Any day on which dealings in deposits of United
States dollars are transacted in the London interbank market.

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

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

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

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

         MARKER RATE: With respect to the Class C Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC II Remittance Rate for REMIC II Regular Interest II-LTAI, REMIC II
Regular Interest II-LTAII1, REMIC II Regular Interest II-LTAII2, REMIC II
Regular Interest II-LTAII3, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular



                                      I-23
<PAGE>

Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8,
REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC
II Regular Interest II-LTZZ, with the rate on each such REMIC II Regular
Interest (other than REMIC II Regular Interest I-LTZZ) subject to the lesser of
(i) LIBOR plus the related Pass-Through Margin and (ii) the related Net WAC Cap
for the purpose of this calculation for such Distribution Date and with the rate
on REMIC II Regular Interest II-LTZZ subject to a cap of zero for the purpose of
this calculation: provided, however, that solely for this purpose, calculations
of the REMIC II Remittance Rate and the related caps with respect to REMIC II
Regular Interest II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC II Regular
Interest II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest II-LTM10 shall be multiplied by a fraction, the numerator of which is
the actual number of days in the Interest Accrual Period and the denominator of
which is 30.

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

         MASTER SERVICER ADVANCE DATE: As to any Distribution Date, 12:30 p.m.
Pacific time on the Business Day preceding the Distribution Date.

         MASTER SERVICING FEE: As to each Mortgage Loan and any Distribution
Date, one month's interest at the related Master Servicing Fee Rate on the
Stated Principal Balance of the Mortgage Loan as of the Due Date in the prior
calendar month or, in the event of any payment of interest that accompanies a
Principal Prepayment in Full made by the Mortgagor, interest at the Master
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.

         MASTER SERVICING FEE RATE: For each Mortgage Loan, 0.50% per annum.

         MAXIMUM II-LTZZ UNCERTIFICATED INTEREST DEFERRAL AMOUNT: With respect
to any Distribution Date, the excess of (i) accrued interest at the REMIC II
Remittance Rate applicable to REMIC II Regular Interest II-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC II
Regular Interest II-LTZZ minus the REMIC II Overcollateralization Amount, in
each case for such Distribution Date, over (ii) Uncertificated Interest on REMIC
II Regular Interest II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC II
Regular Interest II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC
II Regular Interest II-LTM10 for such Distribution Date, with the rate on each
such REMIC I Regular Interest subject to a cap equal to the lesser of (i)
One-Month LIBOR plus the related Pass-Through Margin and (ii) the related Net
WAC Cap, provided, however, that solely for this purpose, calculations of the
REMIC II Remittance Rate and the related caps with respect to REMIC II Regular
Interest II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC II Regular Interest
II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II



                                      I-24
<PAGE>

Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest II-LTM10 shall be multiplied by a fraction, the numerator of which is
the actual number of days in the Interest Accrual Period and the denominator of
which is 30.

         MAXIMUM MORTGAGE RATE: As to each adjustable rate Mortgage Loan, the
percentage set forth in the related Mortgage Note as the lifetime maximum
Mortgage Rate to which such Mortgage Rate may be adjusted.

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

         MERS MORTGAGE LOAN: Any Mortgage Loan registered with MERS on the
MERS(R) System.

         MERS(R) SYSTEM: The system of recording transfers of mortgages
electronically maintained by MERS.

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

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

         MONTHLY STATEMENT: The statement prepared by the Trustee pursuant to
Section 4.03.

         MOODY'S: 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 Master Servicer.

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

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

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

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

                  (i)      the loan number;



                                      I-25
<PAGE>

                  (ii)     the Mortgagor's name and the street address of the
                           Mortgaged Property, including the zip code;

                  (iii)    the maturity date;

                  (iv)     the original principal balance;

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

                  (vi)     the first payment date of the Mortgage Loan;

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

                  (viii)   the Loan-to-Value Ratio or Combined Loan-to-Value (as
                           applicable) at origination;

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

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

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

                  (xii)    the purpose for the Mortgage Loan;

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

                  (xiv)    with respect to the adjustable rate Mortgage Loans:
                           (a) the Maximum Mortgage Rate; (b) the Periodic Rate
                           Cap; (c) the Adjustment Date; (d) the Margin; and (e)
                           the Index;

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

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

                  (xvii)   [RESERVED];




                                      I-26
<PAGE>

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

                  (xix)    the coverage amount of any mortgage insurance;

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

                  (xxi)    a code indicating whether the Mortgage Loan is a
                           Delayed Delivery Mortgage Loan;

                  (xxii)   a code indicating whether the Mortgage Loan is a MERS
                           Mortgage Loan; and

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

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

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

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

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

         MORTGAGOR: The obligors on a Mortgage Note.

         NET PREPAYMENT INTEREST SHORTFALL: For any Distribution Date and Loan
Group, the EXCESS OF the Prepayment Interest Shortfalls for such Loan Group for
such Distribution Date OVER the SUM OF (i) the Compensating Interest for such
Loan Group and Distribution Date and (ii) the excess of the Compensating
Interest for the other Loan Group over the Prepayment Interest Shortfalls for
such other Loan Group.

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

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

         NET WAC CAP PAYMENT: For any Distribution Date, any Net WAC Cap Carry
Forward Amount for that Distribution Date MINUS the amount of payments received
under the applicable Cap Contract for that Distribution Date.

         NET WAC SHORTFALL: For any Class of Offered Certificates and any
Distribution Date on which the Pass-Through Rate for that Class is the related
Net WAC Cap, an amount equal to excess of (x) the amount of interest such Class
of Certificates would have accrued for such



                                      I-27
<PAGE>

Distribution Date had such Pass-Through Rate not been limited by the related Net
WAC Cap over (y) the amount of interest such Class of Certificates accrued for
such Distribution Date at the related Net WAC Cap.

         NIM INSURER: Any insurer guarantying at the request of the Seller
certain payments under notes backed principally by the Class C and/or Class P
Certificates.

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

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

         NOTICE OF FINAL DISTRIBUTION: The notice to be provided pursuant to
Section 9.02 to the effect that final distribution on any of the Certificates
shall be made only on its presentation and surrender.

         NOTIONAL AMOUNT: With respect to the Class C Certificates and any
Distribution Date, the aggregate Uncertificated Balance of the REMIC II Regular
Interests (other than REMIC II Regular Interest II-LTP) immediately prior to
Distribution Date.

         OFFERED CERTIFICATES: As specified in the Preliminary Statement.

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

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

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

         OPTIONAL TERMINATION DATE: The Distribution Date on which the aggregate
Stated Principal Balance of the Mortgage Loans declines to less than 10% of the
sum of (i) the Cut-off Date Principal Balances of the Closing Date Mortgage
Loans and (ii) all amounts on deposit in the Pre-Funding Accounts as of the
initial Cut-off Date.

         ORIGINAL GROUP I PRE-FUNDED AMOUNT: The amount deposited by the
Depositor in the Group I Pre-Funding Account on the Closing Date, which amount
is $102,522,659.



                                      I-28
<PAGE>

         ORIGINAL GROUP II PRE-FUNDED AMOUNT. The amount deposited by the
Depositor in the Group II Pre-Funding Account on the Closing Date, which amount
is $47,477,341.

         ORIGINAL PRE-FUNDED AMOUNTS: The Original Group I Pre-Funded Amount and
the Original Group II Pre-Funded Amount, as applicable.

         OTS: The Office of Thrift Supervision.

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

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

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

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

         OVERCOLLATERALIZATION AMOUNT: For any Distribution Date, the EXCESS OF

         (a) the aggregate Stated Principal Balance of the Mortgage Loans as of
the preceding Due Date plus any amounts on deposit in the Pre-Funding Accounts
(exclusive of any investment income therein) OVER

         (b) the Class Certificate Balance of the Offered Certificates and the
Class P Certificates as of that date (assuming the payment of 100% of the
Principal Remittance Amount on those Certificates on that Distribution Date).

         OVERCOLLATERALIZATION DEFICIENCY: For any Distribution Date, the EXCESS
of (a) the Overcollateralization Target Amount applicable to such Distribution
Date OVER (b) the Overcollateralization Amount applicable to such Distribution
Date.

         OVERCOLLATERALIZATION TARGET AMOUNT: With respect to any Distribution
Date, (i) before the Stepdown Date, an amount equal to 3.10% of the sum of the
Cut-off Date Principal Balance of the Closing Date Mortgage Loans plus the
Original Pre-Funded Amounts; (ii) on or after the Stepdown Date and provided
that a Trigger Event is not in effect, an amount equal to the greater of (x)
6.20% of the then current aggregate outstanding principal balance of the
Mortgage Loans as of the last day of the related Remittance Period (after giving
effect to scheduled payments of principal due during the related Remittance
Period to the extent received or advanced and Principal Prepayments received
during the Prepayment Period related to such Distribution Date) and (y)
$5,000,000; or (iii) if a Trigger Event is in effect, the Overcollateralization
Target Amount for the immediately preceding 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.



                                      I-29
<PAGE>

         PASS-THROUGH MARGIN: For the Interest Accrual Period for each
Distribution Date on or before the Optional Termination Date and the Class A-I
Certificates, 0.380%; the Class A-II-1 Certificates, 0.190%; the Class A-II-2
Certificates, 0.360%; the Class A-II-3 Certificates, 0.550%; the Class M-1
Certificates, 0.700%; the Class M-2 Certificates, 0.750%; the Class M-3
Certificates, 0.800%; the Class M-4 Certificates, 1.150%; the Class M-5
Certificates, 1.200%; the Class M-6 Certificates, 1.450%; the Class M-7
Certificates, 2.100%; the Class M-8 Certificates, 2.200%; the Class M-9
Certificates, 3.500%; and the Class M-10 Certificates, 3.500%. For the Interest
Accrual Period for each Distribution Date after the Optional Termination Date
the Pass-Through Margin for the Class A-I, Class A-II-1, Class A-II-2 and Class
A-II-3 Certificates shall be 2 times their initial margin and the Pass-Through
Margin for each Class of Subordinated Certificates shall be 1.5 times its
initial margin.

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

         With respect to the Class C Certificates and any Distribution Date, a
rate per annum equal to the percentage equivalent of a fraction, the numerator
of which is the sum of the amounts calculated pursuant to clauses (A) through
(Q) below, and the denominator of which is the aggregate Uncertificated Balance
of REMIC II Regular Interest II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC
II Regular Interest II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10 and II-LTZZ. For purposes of calculating the
Pass-Through Rate for the Class C Certificates, the numerator is equal to the
sum of the following components:

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

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

         (C) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAII1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC II Regular Interest II-LTAII1;

         (D) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAII2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC II Regular Interest II-LTAII2;

         (E) the REMIC II Remittance Rate for REMIC II Regular Interest
II-LTAII3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Balance of REMIC II Regular Interest II-LTAII3;

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



                                      I-30
<PAGE>

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

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

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

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

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

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

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

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

         (O) the REMIC II Remittance Rate for REMIC II Regular Interest II-LTM10
minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
of REMIC II Regular Interest II-LTM10;

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

         (Q) 100% of the interest on REMIC II Regular Interest II-LTP.

         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 stated on their face or equal to the percentage
obtained by dividing the Denomination of the Certificate by the aggregate of the
Denominations of all Certificates of the same Class.

         PERFORMANCE LOAN: Mortgage Loans that provide borrowers the potential
of margin reduction for good payment history. If, at the time of evaluation, the
related borrower has made scheduled payments in full since the origination of
the loan with a maximum of one late payment (which, however, cannot be in the
month of evaluation) the Mortgage Loan is eligible



                                      I-31
<PAGE>

for a reduction (ranging from 0.50% to 1.00%) in the margin used to calculate
the Mortgage Rate.

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

         PERMITTED INVESTMENTS: At any time, any of the following:

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

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

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

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

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

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

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

   (viii) securities (other than stripped bonds, stripped coupons, or
instruments sold at a purchase price in excess of 115% of their face amount)
bearing interest or sold at a discount issued by any corporation incorporated
under the laws of the United States or any state thereof that, at the time of
the investment, have one of the two highest ratings of each Rating Agency




                                      I-32
<PAGE>

(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 or withdrawal of the ratings then assigned to
the Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;

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

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

No Permitted Investment may (i) evidence the right to receive interest only
payments with respect to the obligations underlying the instrument, (ii) be sold
or disposed of before its maturity or (iii) be any obligation of the Seller or
any of its Affiliates. Any Permitted Investment shall be relatively risk free
and no options or voting rights shall be exercised with respect to any Permitted
Investment. Any Permitted Investment shall be sold or disposed of in accordance
with 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) 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;

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

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



                                      I-33
<PAGE>

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

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

         PHYSICAL CERTIFICATES: As specified in the Preliminary Statement.

         POOL STATED PRINCIPAL BALANCE: As to any Distribution Date, the
aggregate of the Stated Principal Balances of the Outstanding Mortgage Loans on
the last day of the related Remittance Period.

         PRE-FUNDING ACCOUNTS: The Group I Pre-Funding Account and the Group II
Pre-Funding Account, as applicable.

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

         PREPAYMENT CHARGE PERIOD: As to any Mortgage Loan the period of time
during which a Prepayment Charge may be imposed.

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

                  (i) the Mortgage Loan account number;

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

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

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

                  (v) the term of the Prepayment Charge;

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

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

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



                                      I-34
<PAGE>

         PREPAYMENT INTEREST EXCESS: As to any Principal Prepayment received by
the Master Servicer on a Mortgage Loan from the first day through the fifteenth
day of any calendar month other than September 2004, all amounts paid by the
related Mortgagor in respect of interest on such Principal Prepayment. All
Prepayment Interest Excess shall be retained by the Master Servicer as
additional master 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 September 1, 2004) 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
Master Servicing Fee Rate, on such Principal Prepayment exceeds the amount of
interest paid in connection with such Principal Prepayment.

         PREPAYMENT PERIOD: As to any Distribution Date and related Due Date,
the period from and including the 16th day of the month immediately prior to the
month of such Distribution Date (or, in the case of the first Distribution Date,
on September 1, 2004) to and including the 15th day of the month of such
Distribution Date.

         PRIMARY INSURANCE POLICY: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan.

         PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, the SUM OF
(i) the Basic Principal Distribution Amount for the Distribution Date and (ii)
the Extra Principal Distribution Amount for the Distribution Date.

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

         PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

         PRINCIPAL REMITTANCE AMOUNT: For any Distribution Date and Loan Group,
the SUM OF the following amounts (without duplication) with respect to the
Mortgage Loans in such Loan Group:

         (i) the principal portion of previously undistributed Scheduled
Payments due after the Cut-off Date and by the Due Date occurring in the related
Remittance Period that were not the subject of a previous Advance and were
received by the Master Servicer before the related Determination Date or were
part of the Advance for the Determination Date,

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

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



                                      I-35
<PAGE>

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

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

         (vi) the proceeds received with respect to the termination of the Trust
Fund (to the extent such proceeds relate to principal).

         PRIVATE CERTIFICATES: As specified in the Preliminary Statement.

         PROPRIETARY LEASE: 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 September 28,
2004 relating to the Offered Certificates.

         PUD: Planned Unit Development.

         PURCHASE PRICE: For any Mortgage Loan required to be purchased by the
Seller pursuant to Section 2.02 or 2.03 or purchased by the Master Servicer
pursuant to Section 3.12, the SUM OF

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

         (ii) accrued interest on the Mortgage Loan at the applicable Mortgage
Rate (or at the applicable Adjusted Mortgage Rate if (x) the purchaser is the
Master Servicer or (y) if the purchaser is the Seller and the Seller is the
Master 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
Master Servicer on the Mortgage Loan; and

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

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

         QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over the insurer in connection with the insurance
policy issued by the insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as 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



                                      I-36
<PAGE>

insurer with respect to a Mortgage Loan must have at least as high a claims
paying ability rating as the insurer it replaces had on the Closing Date.

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

         REALIZED LOSS: The excess of the Stated Principal Balance of a
defaulted Mortgage Loan over the net Liquidation Proceeds with respect thereto
that are allocated to principal. To the extent the Master 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: For the Offered Certificates held in book-entry form, the
close of business on the Business Day before the related Distribution Date. For
any Definitive Certificate, the close of business on the last Business Day of
the month preceding the month of the related Distribution Date.

         REFERENCE BANK: As defined in Section 4.07.

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

         REGULAR CERTIFICATES: Any Class A, Class M, Class C or Class P
Certificate.

         RELIEF ACT:  The Servicemembers Civil Relief Act.

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

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

         REMIC I: The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and
Prepayment Charges as from time to time are subject to this Agreement, together
with the Mortgage Files relating thereto, and together with all collections
thereon and proceeds thereof, (ii) any REO Property, together with all
collections thereon and proceeds thereof, (iii) the Trustee's rights with
respect to the Mortgage Loans under all insurance policies, required to be
maintained pursuant to this Agreement and



                                      I-37
<PAGE>

any proceeds thereof, (iv) the Depositor's rights under this Agreement
(including any security interest created thereby) to the extent conveyed
pursuant to Section 2.01 and (v) the Collection Account, the Distribution
Account and such assets that are deposited therein from time to time and any
investments thereof, together with any and all income, proceeds and payments
with respect thereto. Notwithstanding the foregoing, however, REMIC I
specifically excludes the Pre-Funding Accounts, any Subsequent Mortgage Loan
Interest, the Excess Reserve Fund Account, the Cap Contracts, all payments and
other collections of principal and interest due on the Mortgage Loans on or
before the Cut-off Date and all Prepayment Charges payable in connection with
Principal Prepayments made before the Cut-off Date.

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

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

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

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

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

         REMIC I REGULAR INTEREST I-LTP: One of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and designated as a
Regular Interest in REMIC I. REMIC I Regular Interest I-LTP shall accrue
interest at the related REMIC I Remittance Rate in effect from time to time, and
shall be entitled to distributions of principal,



                                      I-38
<PAGE>

subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

         REMIC I REMITTANCE RATE: With respect to REMIC I Regular Interest I-LT1
and REMIC I Regular Interest I-LTP, and (i) for the first and second
Distribution Dates, the weighted average of the Adjusted Net Mortgage Rates of
the Initial Group I Mortgage Loans and (ii) thereafter, the weighted average of
the Adjusted Net Mortgage Rates of the Group I Mortgage Loans. With respect to
REMIC I Regular Interest I-LT2, and (i) for the first and second Distribution
Dates, the weighted average of the Adjusted Net Mortgage Rates of the Initial
Group II Mortgage Loans and (ii) thereafter, the weighted average of the
Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect to
REMIC I Regular Interest I-LT1PF and (i) the first and second Distribution
Dates, 0.000% and (ii) thereafter, the weighted average of the Adjusted Net
Mortgage Rates of the Group I Mortgage Loans. With respect to REMIC I Regular
Interest I-LT2PF and (i) the first and second Distribution Dates, 0.000% and
(ii) thereafter, the weighted average of the Adjusted Net Mortgage Rates of the
Group II Mortgage Loans.

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

         REMIC II MARKER ALLOCATION PERCENTAGE: 50% of any amount payable or
loss attributable from the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest II-LTAA, REMIC II Regular Interest II-LTAI, REMIC II Regular
Interest II-LTAII1, REMIC II Regular Interest II-LTAII2, REMIC II Regular
Interest II-LTAII3, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular Interest
II-LTZZ and REMIC II Regular Interest II-LTP.

         REMIC II OVERCOLLATERALIZATION TARGET AMOUNT: 0.50% of the
Overcollateralization Target Amount.

         REMIC II OVERCOLLATERALIZED AMOUNT: With respect to any date of
determination, (i) 0.50% of the aggregate Uncertificated Balance of the REMIC II
Regular Interests minus (ii) the aggregate of the Uncertificated Balance of
REMIC II Regular Interest II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC II
Regular Interest II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10 and REMIC II Regular Interest II-LTP, in each case as
of such date of determination.

         REMIC II PRINCIPAL LOSS ALLOCATION AMOUNT: With respect to any
Distribution Date, an amount equal to the product of (i) 50% of the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator



                                      I-39
<PAGE>

of which is two times the aggregate Uncertificated Balance of REMIC II Regular
Interest II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC II Regular Interest
II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest II-LTM10 and the denominator of which is the aggregate Uncertificated
Balance of REMIC II Regular Interest II-LTAI, REMIC II Regular Interest
II-LTAII1, REMIC II Regular Interest II-LTAII2, REMIC II Regular Interest
II-LTAII3, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest
II-LTZZ.

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

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

         REMIC II REGULAR INTEREST II-LTAII1: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LTAII1 shall accrue interest at the related REMIC II Remittance Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

         REMIC II REGULAR INTEREST II-LTAII2: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LTAII2 shall accrue interest at the related REMIC II Remittance Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Balance as set forth in the Preliminary Statement hereto.



                                      I-40
<PAGE>

         REMIC II REGULAR INTEREST II-LTAII3: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LTAII3 shall accrue interest at the related REMIC II Remittance Rate in
effect from time to time, and shall be entitled to distributions of principal,
subject to the terms and conditions hereof, in an aggregate amount equal to its
initial Uncertificated Balance as set forth in the Preliminary Statement hereto.

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

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

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

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

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

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

         REMIC II REGULAR INTEREST II-LTM7: One of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
Regular Interest in



                                      I-41
<PAGE>

REMIC II. REMIC II Regular Interest II-LTM7 shall accrue interest at the related
REMIC II Remittance Rate in effect from time to time, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto.

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

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

         REMIC II REGULAR INTEREST II-LTM10: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest II-LTM10
shall accrue interest at the related REMIC II Remittance Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Balance as set forth in the Preliminary Statement hereto.

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

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

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

         REMIC II REGULAR INTEREST II-LT1GRP: One of the separate
non-certificated beneficial ownership interests in REMIC II issued hereunder and
designated as a Regular Interest in REMIC II. REMIC II Regular Interest
II-LT1GRP shall accrue interest at the related REMIC II Remittance Rate in
effect from time to time, and shall be entitled to distributions of



                                      I-42
<PAGE>

principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Balance as set forth in the Preliminary
Statement hereto.

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

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

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

         REMIC II REMITTANCE RATE: With respect to REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTAI, REMIC II Regular Interest II-LTAII1,
REMIC II Regular Interest II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC
II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC
II Regular Interest II-LTM10, REMIC II Regular Interest II-LTZZ, REMIC II
Regular Interest II-LTP, REMIC II Regular Interest II-LT1SUB, REMIC II Regular
Interest II-LT2SUB and REMIC II Regular Interest II-LTXX, the weighted average
of the REMIC I Remittance Rate on the REMIC I Regular Interests, weighted on the
basis of the Uncertificated Balance of each such REMIC I Regular Interest. With
respect to REMIC II Regular Interest II-1GRP, the weighted average of the REMIC
I Remittance Rate on REMIC I Regular Interest I-LT1, REMIC I Regular Interest
I-LT1PF and REMIC I Regular Interest I-LTP, weighted on the basis of the
Uncertificated Balance of each such REMIC I Regular Interest. With respect REMIC
II Regular Interest II-2GRP, the weighted average of the REMIC I Remittance Rate
on REMIC I Regular Interest I-LT2 and REMIC I Regular Interest I-LT2PF, weighted
on the basis of the Uncertificated Balance of each such REMIC I Regular
Interest.

         REMIC II SUB WAC ALLOCATION PERCENTAGE: 50% of any amount payable from
or loss attributable to the Mortgage Loans, which shall be allocated to REMIC II
Regular Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II
Regular Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP and REMIC II
Regular Interest II-XX.

         REMIC II SUBORDINATED BALANCE RATIO: The ratio among the Uncertificated
Balances of each REMIC II Regular Interest ending with the designation SUB,,
equal to the ratio among, with respect to each such REMIC II Regular Interest,
the excess of (x) the aggregate Stated



                                      I-43
<PAGE>

Principal Balance of the Mortgage Loans in the related Loan Group over (y) the
current Certificate Principal Balance of Class A Certificates in the related
Loan Group.

         REMIC III: The segregated pool of assets consisting of all of the REMIC
II Regular Interests conveyed in trust to the Trustee, for the benefit of the
Holders of the Regular Certificates and the Class R Certificate (in respect of
the Class R III Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.

         REMIC III CERTIFICATE: Any Regular Certificate or Class R Certificate.

         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.

         REMIC REGULAR INTEREST: Any REMIC I Regular Interest, REMIC II Regular
Interest or Regular Certificate.

         REMIC REMITTANCE RATE: The REMIC I Remittance Rate or the REMIC II
Remittance Rate.

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

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

         REQUEST FOR RELEASE: The Request for Release submitted by the Master
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.

         REQUIRED RESERVE AMOUNT: $5,000

         RESIDUAL CERTIFICATES: As specified in the Preliminary Statement.

         RESPONSIBLE OFFICER: When used with respect to the Trustee, any Vice
President, any Assistant Vice President, any Assistant Secretary, any Assistant
Treasurer, any Trust Officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers who at such time shall be officers to whom, with respect to a
particular matter, 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.

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

         S&P: Standard & Poor's, a division of The McGraw-Hill Companies. If S&P
is designated as a Rating Agency in the Preliminary Statement, for purposes of
Section 10.05(b)



                                      I-44
<PAGE>

the address for notices to S&P shall be Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., 55 Water Street, New York, New York
10041, Attention: Mortgage Surveillance Monitoring, or any other address that
S&P furnishes to the Depositor and the Master Servicer.

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

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

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

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

         SERVICING ADVANCES: All customary, reasonable, and necessary "out of
pocket" costs and expenses incurred in the performance by the Master Servicer of
its servicing obligations, including the cost of

         (i)

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

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

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

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

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

         SERVICING OFFICER: Any officer of the Master 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 Master Servicer on the Closing Date pursuant to this
Agreement, as the list may from time to time be amended.



                                      I-45
<PAGE>

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

         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 for such Due Date (before any adjustment to such
amortization schedule by reason of any moratorium or similar waiver or grace
period) after giving effect to the sum of: (i) the payment of principal due on
such Due Date and irrespective of any delinquency in payment by the related
Mortgagor 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.

         STEPDOWN DATE: The earlier to occur of (a) the Distribution Date on
which the aggregate Class Certificate Balance of the Class A Certificates is
reduced to zero, and (b) the later to occur of (i) the Distribution Date in
October 2007 and (ii) the first Distribution Date on which the Senior
Enhancement Percentage (calculated for this purpose only after taking into
account distributions of principal on the Mortgage Loans on the last day of the
related Remittance Period but before any application of Principal Distribution
Amount to the Certificates) is greater than or equal to 36.50%.

         SUBORDINATED CERTIFICATES: As specified in the Preliminary Statement.

         SUBORDINATED NET WAC CAP: For each Class of Subordinated Certificates
as of any Distribution Date, the WEIGHTED AVERAGE OF:

                  (i) the Group I Net WAC Cap, weighted on the basis of the
         excess of the aggregate of the Stated Principal Balances of the Group I
         Mortgage Loans as of the opening of business on the first day of the
         related Remittance Period (weighted on the basis of the Stated
         Principal Balance of each such Mortgage Loan as of the Due Date
         occurring in the prior calendar month) over the Class Certificate
         Balance of the Class A-I Certificates immediately prior to that
         Distribution Date; and

                  (ii) the Group II Net WAC Cap, weighted on the basis of the
         excess of the aggregate of the Stated Principal Balances of the Group
         II Mortgage Loans as of the opening of business on the first day of the
         related Remittance Period (weighted on the basis of the Stated
         Principal Balance of each such Mortgage Loan as of the Due Date
         occurring in the prior calendar month) over the Class Certificate
         Balance of the Group II Certificates immediately prior to that
         Distribution Date.

For federal income tax purposes, the equivalent of the foregoing shall be
expressed as the weighted average of the REMIC II Remittance Rate on REMIC II
Regular Interest II-LT1SUB and REMIC II Regular Interest II-LT2SUB (in each case
subject to a cap and a floor equal to weighted average of the Adjusted Net
Mortgage Rates on the Group I Mortgage Loans an Group II Mortgage Loans,
respectively, weighted on the basis of the Uncertificated Balance of each such
REMIC II Regular Interest.

         SUBORDINATION REDUCTION AMOUNT: For any Distribution Date, the LESSER
OF (a) the Excess Overcollateralization Amount AND (b) the Total Monthly Excess
Spread.



                                      I-46
<PAGE>

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

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

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

         SUBSEQUENT MORTGAGE LOAN INTEREST: Any amount constituting (i) a
monthly payment of interest received or advanced at the Net Mortgage Rate with
respect to a Subsequent Mortgage Loan in Loan Group I during the Due Periods
relating to the first Distribution Date in excess of 0.000% per annum and (ii) a
monthly payment of interest received or advanced at the Net Mortgage Rate with
respect to a Subsequent Mortgage Loan in Loan Group II during the Due Periods
relating to the first Distribution Date in excess of 0.000% per annum. The
Subsequent Mortgage Loan Interest shall be distributable to the Class C
Certificates. The Subsequent Mortgage Loan Interest shall not be an asset of any
REMIC.

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

         SUBSEQUENT TRANSFER DATE: With respect to each Subsequent Transfer
Instrument, the date on or before the 30th day following the Closing Date on
which the related Subsequent Mortgage Loans are sold to the Trust Fund.

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

         SUBSERVICER: As defined in Section 3.02(a).

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

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

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

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



                                      I-47
<PAGE>

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

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

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

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

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

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

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

         SUBSTITUTION ADJUSTMENT AMOUNT: As defined in Section 2.03.

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

         TOTAL MONTHLY EXCESS SPREAD: For any Distribution Date, the EXCESS OF
(i) Available Funds during the related Remittance Period OVER (ii) the SUM OF
the amounts paid to the Certificates on the Distribution Date pursuant to
Section 4.02(I).

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

         TRIGGER EVENT: With respect to any Distribution Date on or after the
Stepdown Date exists if (A) the QUOTIENT OF (x) the three month rolling average
of the Stated Principal Balance of 60+ Day Delinquent Loans as of the preceding
calendar month OVER (y) the Stated Principal Balance of the Mortgage Loans, as
of the last day of the preceding calendar month, EQUALS OR EXCEEDS 41.50% of the
Credit Enhancement Percentage for the preceding Distribution Date of the most
senior Class of Certificates outstanding, or (B) a Cumulative Net Loss Trigger
Event is in effect.

         TRUST FUND: The corpus of the trust created under this Agreement
consisting of:

         (i) REMIC I;

         (ii) REMIC II;

         (iii) REMIC III;

         (iv) the Pre-Funding Accounts;

         (v) the Cap Contracts and



                                      I-48
<PAGE>

         (vi) the Excess Reserve Fund Account.

         TRUST REMIC: Any of REMIC I, REMIC II or REMIC III.

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

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

         TRUSTEE FEE RATE: For each Mortgage Loan, the per annum rate agreed
upon in writing by the Closing Date by the Trustee and the Depositor.

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

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

         For purposes of calculating the amount of Uncertificated Interest for
the REMIC I Regular Interests for any Distribution Date, the aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by the Master
Servicer pursuant to Section 3.15) and Relief Act Interest Shortfalls incurred
in respect of the Mortgage Loans for any Distribution Date shall be allocated
first, (a) with respect to the Group I Mortgage Loans, to REMIC I Regular
Interest I-LT1 and REMIC I Regular Interest I-LT1PF, in each case to the extent
of one month's interest



                                      I-49
<PAGE>

at the then applicable respective REMIC I Remittance Rate on the respective
Uncertificated Balance of each such REMIC I Regular Interest; provided, however,
with respect to the first and second Distribution Dates, such amounts relating
to the Initial Group I Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT1 and such amounts relating to the Subsequent Group I Mortgage
Loans shall be allocated to REMIC I Regular Interest I-LT1PF, and (b) with
respect to the Group II Mortgage Loans, to REMIC I Regular Interest I-LT2 and
REMIC I Regular Interest I-LT2PF, in each case to the extent of one month's
interest at the then applicable respective REMIC I Remittance Rate on the
respective Uncertificated Balance of each such REMIC I Regular Interest;
provided, however, with respect to the first and second Distribution Dates, such
amounts relating to the Initial Group I Mortgage Loans shall be allocated to
REMIC I Regular Interest I-LT2 and such amounts relating to the Subsequent Group
II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

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

         The REMIC II Marker Allocation Percentage of the aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by the Master
Servicer pursuant to Section 3.15) and the REMIC II Marker Allocation Percentage
of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any Distribution Date shall be allocated among REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2II1, REMIC II Regular Interest II-LTA2II2, REMIC II Regular Interest
II-LTA2II3, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9 and REMIC II Regular Interest II-LTZZ, pro rata based on, and
to the extent of, one month's interest at the then applicable respective REMIC
II Remittance Rate on the respective Uncertificated Balance of each such REMIC
II Regular Interest; and

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

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

         UNDERWRITER 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;



                                      I-50
<PAGE>

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

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

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

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

         UNPAID INTEREST AMOUNTS: As of any Distribution Date and any Class of
Certificates, the SUM OF

(a) the excess of

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

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

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

         UNPAID REALIZED LOSS AMOUNT: For any Class of Subordinated Certificates
and any Distribution Date, is the EXCESS OF (i) Applied Realized Loss Amounts
for the Class OVER (ii) the SUM OF all distributions in reduction of Applied
Realized Loss Amounts for the Class on all previous Distribution Dates and any
reductions applied thereto due to the receipt of Subsequent Recoveries. Any
amounts distributed to a Class of Subordinated Certificates with respect to any
Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate
Balance of the Class.

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

         Section 1.02 RULES OF CONSTRUCTION.

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



                                      I-51
<PAGE>

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

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

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

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

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

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

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



                                      I-52
<PAGE>

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

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


                                      I-53
<PAGE>



                                   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 due to
the Seller on each Mortgage Loan after the applicable Cut-off Date and all
interest and principal payments on each Mortgage Loan received by the applicable
Cut-off Date for installments of interest and principal due after the applicable
Cut-off Date but not including payments of principal and interest due on each
Mortgage Loan by the applicable Cut-off Date. By the Closing Date, the Seller
shall deliver to the Depositor or, at the Depositor's direction, to the Trustee
or other designee of the Depositor, the Mortgage File for each Mortgage Loan
listed in the Mortgage Loan Schedule (except that, in the case of Mortgage Loans
that are Delayed Delivery Mortgage Loans, such delivery may take place within
five 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. Also on the Closing Date the Depositor shall deposit $100 into
the Certificate Account for the benefit of the Class P Certificates.

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

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

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

                  (ii) Except as provided below 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




                                      II-1
<PAGE>


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

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

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

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

                  (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).

         If in connection with any Mortgage Loan the Depositor cannot deliver

         (a) the original recorded Mortgage,

         (b) all interim recorded assignments, or

         (c) the lender's title policy (together with all its riders),

satisfying the requirements of clause (ii), (iii), or (v) above, respectively,
concurrently with the execution and delivery of this Agreement because any of
them 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 Master Servicer or the Depositor by the applicable title
insurer in the case of clause (v) above,



                                      II-2
<PAGE>

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 it 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.

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

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



                                      II-3
<PAGE>

         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 Master 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 Master 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 for as soon as practicable after receipt of the needed information and in any
event within thirty days.

         Notwithstanding the foregoing, however, for administrative convenience
and facilitation of servicing and to reduce closing costs, the assignments of
Mortgage shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided further, however, each assignment of
Mortgage shall be submitted for recording by the Seller (at the direction of the
Master 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
Holders of Certificates entitled to at least 25% of the Voting Rights or the NIM
Insurer, if any, (ii) [RESERVED], (iii) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Seller, (iv) the occurrence of a
servicing transfer as described in Section 7.02 hereof and (v) if the Seller is
not the Master 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 Master
Servicer is unable to pay the cost of recording the assignments of Mortgage,
such expense shall be paid by the Trustee and shall be reimbursable out of the
Distribution Account.

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

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

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

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



                                      II-4
<PAGE>

         By the fifth Business Day after the Closing Date, the Trustee shall, in
accordance with Section 2.02, send a Delayed Delivery Certification
substantially in the form of Exhibit G-1 (with any applicable exceptions noted
thereon) for all Delayed Delivery Mortgage Loans delivered within the specified
numbers of days after the pertinent date. The Trustee will promptly send a copy
of such Delayed Delivery Certification to each Rating Agency. If the Seller
fails to deliver a Mortgage File for any Delayed Delivery Mortgage Loan within
the period specified herein, the Seller shall use its best reasonable efforts to
effect a substitution, rather than a repurchase of, any Deleted Mortgage Loan.
The cure period provided for in Section 2.02 or in Section 2.03 shall not apply
to the initial delivery of the Mortgage File for such Delayed Delivery Mortgage
Loan, but rather the Seller shall have five (5) Business Days to cure such
failure to deliver. At the end of such period, the Trustee shall send a Delayed
Delivery Certification for the Delayed Delivery Mortgage Loans delivered during
such period in accordance with the provisions of Section 2.02.

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

         It is agreed and understood by the parties hereto that it is not
intended that any Mortgage Loan be included in the Trust Fund that is a
"High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective
November 27, 2003 or The Home Loan Protection Act of New Mexico effective
January 1, 2004.

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

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

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



                                      II-5
<PAGE>

         If, in the course of its review, the Trustee finds any document
constituting a part of a Mortgage File that does not meet the requirements of
Section 2.01, the Trustee shall list such as an exception in the Final
Certification. The Trustee shall not make any determination as to whether (i)
any endorsement is sufficient to transfer all interest of the party so
endorsing, as noteholder or assignee thereof, in that Mortgage Note or (ii) any
assignment is in recordable form or is sufficient to effect the assignment of
and transfer to the assignee thereof under the mortgage to which the assignment
relates. The Seller shall promptly correct any such defect within 90 days from
the date it was so notified of the defect and, with respect to any Mortgage Loan
for which such defect is materially adverse to the Certificateholders, if the
Seller does not correct such defect within that period, the Seller shall either
(a) substitute for the related Mortgage Loan a Substitute Mortgage Loan, which
substitution shall be accomplished 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 Master
Servicer or the Seller and the Trustee over the location or status of the
recorded document, then the substitution or purchase shall occur within 720 days
from the Closing Date. In no other case may a substitution or purchase occur
more than 540 days from the Closing Date.

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

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

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

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



                                      II-6
<PAGE>

instruments constituting the Mortgage File as come into the possession of the
Master 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 MASTER SERVICER.

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

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

         (c) Upon discovery by any of the parties hereto of a breach of a
representation or warranty made pursuant to Section 2.03(b) that materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the party discovering such breach shall give prompt notice thereof to the other
parties and the NIM Insurer. The Seller hereby 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) that
materially and adversely affects the interests of the Certificateholders in any
Mortgage Loan, it shall cure such breach in all material respects, and if such
breach is not so cured, shall, (i) if the 90 day period expires before the
second anniversary of the Closing Date, remove the Mortgage Loan (a "DELETED
MORTGAGE LOAN") from the Trust Fund and substitute in its place a Substitute
Mortgage Loan, in accordance with this Section 2.03; or (ii) repurchase the
affected Mortgage Loan or Mortgage Loans from the Trustee at the Purchase Price
in the manner stated below. Any substitution pursuant to (i) above shall not be
effected before the delivery to the Trustee of the Opinion of Counsel 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 Master Servicer and the Trustee for any expenses
reasonably incurred by the Master Servicer or the Trustee in respect of
enforcing the remedies for the breach.

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



                                      II-7
<PAGE>

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

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

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

         Section 2.04 REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR AS TO THE
                      MORTGAGE LOANS.

         The Depositor hereby represents and warrants to the Trustee with
respect to each Mortgage Loan as of the date hereof or such other date set forth
herein that as of the Closing



                                      II-8
<PAGE>

Date, and following the transfer of the Mortgage Loans to it by the Seller, the
Depositor had good title to the Mortgage Loans and the Mortgage Notes were
subject to no offsets, defenses, or counterclaims.

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

         The representations and warranties in this Section 2.04 shall survive
delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor
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, the NIM Insurer, and to each Rating Agency. If the NIM
Insurer discovers such a breach, it may notify the parties to this Agreement and
each Rating Agency.

         Section 2.05 DELIVERY OF OPINION OF COUNSEL IN CONNECTION WITH
                      SUBSTITUTIONS AND REPURCHASES.

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

         (b) Upon discovery by the Depositor, the Seller, the Master 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 and the NIM Insurer. If the NIM
Insurer discovers such facts, it may notify the parties to this Agreement. In
connection therewith, the Trustee shall require the Seller, at the Seller's
option, to either (i) substitute, if the conditions in Section 2.03(c) with
respect to substitutions are satisfied, a Substitute Mortgage Loan for the
affected Mortgage Loan, or (ii) repurchase the affected Mortgage Loan within 90
days of such discovery in the same manner as it would a Mortgage Loan for a
breach of representation or warranty made pursuant to Section 2.03. The Trustee
shall reconvey to the Seller the Mortgage Loan to be released pursuant hereto in
the same manner, and on the same terms, as it would a Mortgage Loan repurchased
for breach of a representation or warranty contained in Section 2.03.

         Section 2.06 EXECUTION AND DELIVERY OF CERTIFICATES.

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



                                      II-9
<PAGE>

         Section 2.07 CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.

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

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

         (b) The Depositor shall transfer to the Trustee for deposit in the pool
of Mortgage Loans the Subsequent Mortgage Loans and the other property and
rights related thereto as described in paragraph (a) above, and the Trustee
shall release funds from the Group I Pre-Funding Account or the Group II
Pre-Funding Account, as applicable, only upon the satisfaction of each of the
following conditions on or prior to the related Subsequent Transfer Date:

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

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

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



                                     II-10
<PAGE>

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

                  (v) the Funding Period shall not have terminated;

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

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

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

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

         (c) The obligation of the Trust Fund to purchase a Subsequent Mortgage
Loan on any Subsequent Transfer Date is subject to the satisfaction of the
conditions set forth in the immediately preceding paragraph and the accuracy of
the following representations and warranties with respect to the each such
Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as
of the applicable Subsequent Cut-off Date; provided, however, that such
Subsequent Mortgage Loans may have a first payment date occurring on or after
the applicable Subsequent Cut-off Date and, therefore, such Subsequent Mortgage
Loan could not have been delinquent as of such Subsequent Cut-off Date; (ii) the
remaining term to maturity of such Subsequent Mortgage Loan will not be less
than 161 months and will not exceed 360 months from its first payment date;
(iii) the Subsequent Mortgage Loan may not provide for negative amortization;
(iv) the Subsequent Mortgage Loan will not have a Loan-to-Value Ratio greater
than 100%; (v) such Subsequent Mortgage Loans will have, as of the related
Subsequent Cut-off Date, a weighted average age since origination not in excess
of 1.44 months; (vi) no such Subsequent Mortgage Loan will have a Mortgage Rate
less than 3.375% or greater than 13.000%; (vii) such mortgage loan will have
been serviced by the Master Servicer since origination or purchase by the Seller
in accordance with its standard servicing practices; (viii) such Subsequent
Mortgage Loan will have a first payment date occurring on or before December 1,
2004; (ix) such Subsequent Mortgage Loan will have a principal balance no
greater than $1,050,000; and (x) such Subsequent Mortgage Loan will have been
underwritten in accordance with the criteria set forth under "--Underwriting
Standards of the Seller" in the Prospectus Supplement.

         (d) Following the purchase of any Subsequent Mortgage Loan by the Trust
Fund to be included in Loan Group I, the Mortgage Loans in Loan Group I
(including the related Subsequent Mortgage Loans) will as of the related
Subsequent Cut-off Date: (i) have an original term to stated maturity of not
more than 360 months from the first payment date thereon; (ii) have a Mortgage
Rate of not less than 4.125% and not more than 13.000%; (iii) have a weighted




                                     II-11
<PAGE>

average Loan-to-Value Ratio of approximately 76.93%; (iv) have no Mortgage Loan
with a principal balance in excess of $602,795; (v) will consist of Mortgage
Loans with Prepayment Charges representing no less than approximately 65.22% of
the Mortgage Loans in Loan Group I; (vi) with respect to the adjustable-rate
Mortgage Loans in Loan Group I, have a weighted average gross margin of
approximately 5.059%; and (vii) have a weighted average FICO Score of
approximately 598; in each case measured by aggregate principal balance of the
Mortgage Loans in Loan Group I as of the Cut-off Date or Subsequent Cut-off Date
applicable to each Mortgage Loan. For purposes of the calculations described in
this paragraph, percentages of the Mortgage Loans in Loan Group I will be based
on the principal balance of the Closing Date Mortgage Loans in Loan Group I as
of the Cut-off Date and the principal balance of the Subsequent Mortgage Loans
included in Loan Group I as of the related Subsequent Cut-off Date.

         Following the purchase of any Subsequent Mortgage Loan by the Trust
Fund to be included in Loan Group II, the Mortgage Loans in Loan Group II
(including the related Subsequent Mortgage Loans) will as of the related
Subsequent Cut-off Date: (i) have an original term to stated maturity of not
more than 360 months from the first payment date thereon; (ii) have a Mortgage
Rate of not less than 3.375% and not more than 11.250%; (iii) have a weighted
average Loan-to-Value Ratio of approximately 76.48%; (iv) have no Mortgage Loan
with a principal balance in excess of $1,050,000; (v) will consist of Mortgage
Loans with Prepayment Charges representing no less than approximately 60.09% of
the Mortgage Loans in Loan Group II; (vi) with respect to the adjustable-rate
Mortgage Loans in Loan Group II, have a weighted average gross margin of
approximately 4.961%; and (vii) have a weighted average FICO Score of
approximately 625; in each case measured by aggregate principal balance of the
Mortgage Loans in Loan Group II as of the Cut-off Date or Subsequent Cut-off
Date applicable to each Mortgage Loan. For purposes of the calculations
described in this paragraph, percentages of the Mortgage Loans in Loan Group II
will be based on the principal balance of the Closing Date Mortgage Loans in
Loan Group II as of the Cut-off Date and the principal balance of the Subsequent
Mortgage Loans in Loan Group II as of the related Subsequent Cut-off Date.

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

         Section 2.08 REMIC MATTERS.

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

                  (A) ISSUANCE OF THE REMIC I REGULAR INTERESTS AND THE CLASS
                      R-I INTEREST.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it of the Mortgage Files, subject to the provisions of
Section 2.01 and Section 2.02, together with the assignment to it of all other
assets included in REMIC I, the receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the
Trustee, pursuant to the written request of the Depositor executed by an officer
of



                                     II-12
<PAGE>

the Depositor, has executed, authenticated and delivered to or upon the order
of the Depositor, the Class R-I Interest in authorized denominations. The
interests evidenced by the Class R-I Interest, together with the REMIC I Regular
Interests, constitute the entire beneficial ownership interest in REMIC I. The
rights of the Class R Certificateholders and REMIC II (as holder of the REMIC I
Regular Interests) to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Interest and the REMIC I Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-I Interest and the REMIC I Regular Interests, shall be as set forth in this
Agreement.

                  (B) CONVEYANCE OF THE REMIC I REGULAR INTERESTS; REMIC I,
                      REMIC II AND REMIC III BY THE TRUSTEE.

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

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

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

                  (C) ISSUANCE OF CLASS R CERTIFICATES.

                  The Trustee acknowledges the assignment to it of the REMIC I
Regular Interests and, concurrently therewith and in exchange therefor, pursuant
to the written request of the Depositor executed by an officer of the Depositor
or the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the Class R Certificates in authorized denominations. The
interests evidenced by the Class R Certificates, together with the REMIC I


                                     II-13
<PAGE>

Regular Interests, the REMIC II Regular Interests and the REMIC III
Certificates, constitute the entire beneficial ownership interest in REMIC I,
REMIC II and REMIC III.

         Section 2.09 COVENANTS OF THE MASTER SERVICER.

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

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

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




                                     II-14
<PAGE>



                                 ARTICLE THREE

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

         Section 3.01 MASTER SERVICER TO SERVICE MORTGAGE LOANS.

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

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

         Without limiting the generality of the foregoing, the Master 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 Master
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 Master 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 Master Servicer to service
and administer the Mortgage Loans to the extent that the Master 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 Master Servicer.

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

         In accordance with and to the extent of the Servicing Standard, the
Master 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
Master Servicer in effecting the timely payments of taxes and assessments on the
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding that
the Mortgage Loans so permit.

         Section 3.02 SUBSERVICING; ENFORCEMENT OF THE OBLIGATIONS OF
                      SUBSERVICERS.




                                     III-1
<PAGE>

         (a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer (a "SUBSERVICER") pursuant to a subservicing
agreement reasonably acceptable to the NIM Insurer. The Master Servicer may not
enter into any subservicing agreement if as a result any Class of the
Certificates would be downgraded or have their rating withdrawn by any Rating
Agency. The subservicing arrangement and the related subservicing agreement must
provide for the servicing of the Mortgage Loans in a manner consistent with the
servicing arrangements contemplated hereunder. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Master Servicer in servicing the Mortgage Loans include actions taken or to be
taken by a Subservicer on behalf of the Master Servicer. Notwithstanding
anything in any subservicing agreement or this Agreement relating to agreements
or arrangements between the Master Servicer and a Subservicer or references to
actions taken through a Subservicer or otherwise, the Master Servicer shall
remain obligated and liable to the Trustee and Certificateholders for the
servicing and administration of the Mortgage Loans in accordance with this
Agreement without diminution of its obligation or liability by virtue of the
subservicing agreements or arrangements or by virtue of indemnification from the
Subservicer and to the same extent and under the same terms as if the Master
Servicer alone were servicing and administering the Mortgage Loans. All actions
of each Subservicer performed pursuant to the related subservicing agreement
shall be performed as agent of the Master Servicer with the same effect as if
performed directly by the Master Servicer. The Master Servicer, with the consent
of the NIM Insurer, may terminate any subservicing agreement and the rights and
obligations of any Subservicer pursuant to any subservicing agreement in
accordance with the terms of the subservicing agreement.

         (b) For purposes of this Agreement, the Master Servicer shall be deemed
to have received any collections, recoveries, or payments with respect to the
Mortgage Loans that are received by the Subservicer regardless of whether the
payments are remitted by the Subservicer to the Master Servicer.

         Section 3.03 [RESERVED].

         Section 3.04 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICERS AND THE
                      TRUSTEE.

         Any subservicing arrangement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be solely between the Subservicer and
the Master Servicer alone, and the Trustee, the NIM Insurer, and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties, or liabilities with respect to the Subservicer in
its capacity as such except as stated in Section 3.05.

         Section 3.05 TRUSTEE TO ACT AS MASTER SERVICER.

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

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

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



                                     III-2
<PAGE>

         (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 Master Servicer pursuant to
Section 2.03, or

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

         Every subservicing agreement entered into by the Master Servicer shall
contain a provision giving the successor Master Servicer the option to terminate
the agreement if a successor Master Servicer is appointed.

         If the Master Servicer is no longer the Master Servicer for any reason
(including because of any Event of Default), the Trustee (or any other successor
Master Servicer) may, at its option, succeed to any rights and obligations of
the Master Servicer under any subservicing agreement in accordance with its
terms. The Trustee (or any other successor Master Servicer) shall not incur any
liability or have any obligations in its capacity as successor Master Servicer
under a subservicing agreement arising before the date of succession unless it
expressly elects to succeed to the rights and obligations of the Master Servicer
thereunder; and the Master Servicer shall not thereby be relieved of any
liability or obligations under the subservicing agreement arising before the
date of succession.

         The Master Servicer shall, upon request of the Trustee, but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each subservicing agreement and the Mortgage Loans then
being serviced thereunder and an accounting of amounts collected held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
the subservicing agreement to the assuming party.

         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 Master Servicer to act as successor Master
Servicer under this Agreement and the transactions provided for in this
Agreement.

         Section 3.06 COLLECTION OF MORTGAGE LOAN PAYMENTS; SERVICING ACCOUNTS;
                      COLLECTION ACCOUNT; CERTIFICATE ACCOUNT; DISTRIBUTION
                      ACCOUNT; EXCESS RESERVE FUND ACCOUNT.

         (a) In accordance with and to the extent of the Servicing Standard, the
Master 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 Master Servicer may in its discretion (i)
waive any late payment charge or, subject to Section 3.20, any prepayment charge
or penalty interest in connection with the prepayment of a Mortgage Loan, (ii)
modify any delinquent or defaulted Mortgage Loan (including modifications that
change the Mortgage Rate, forgive the payment of principal or interest or extend
the final maturity date of that Mortgage Loan), provided such modification is
consistent with the Servicing Standard and if in the Master Servicer's
determination such modification is not materially adverse to the interests of
the Certificateholders (taking into account any estimated loss that might result
absent such action) and is expected to minimize the loss of such Mortgage Loan,
provided, however, that the Master Servicer shall not initiate new lending to
such mortgagor through the trust and (iii) extend the due dates for payments due
on a Mortgage Note for a period not greater than 125



                                     III-3
<PAGE>

days. However, the Master Servicer cannot extend the maturity of any Mortgage
Loan past the date on which the final payment is due on the latest maturing
Mortgage Loan in the applicable Loan Group as of the Cut-off Date. In the event
of any such arrangement, the Master Servicer shall make Advances on the related
Mortgage Loan in accordance with Section 4.01 during the scheduled period in
accordance with the amortization schedule of the Mortgage Loan without
modification thereof because of the arrangements. In addition, the NIM Insurer's
prior written consent shall be required for any modification, waiver, or
amendment if the amendment of the aggregate number of outstanding Mortgage Loans
that have been modified, waived, and amended exceeds 5% of the aggregate number
of Mortgage Loans. The Master 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 Master
Servicer shall not sell any delinquent or defaulted Mortgage Loan.

         (b) The Master Servicer shall establish and maintain (or, if a Mortgage
Loan is subserviced by another Person, cause the related Subservicer to
establish and maintain) one or more Servicing Accounts into which the Master
Servicer shall deposit on a daily basis within one Business Day of receipt, the
following payments and collections received by it or remitted by any Subservicer
in respect of Mortgage Loans after the Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans by the Cut-off Date):

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

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

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

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

         (c) The Master Servicer shall establish and maintain a Collection
Account (the "COLLECTION ACCOUNT") into which the Master Servicer shall deposit,
as and when required by paragraph (b) of this Section 3.06, all amounts required
to be deposited into the Collection Account pursuant to that paragraph. The
Collection Account shall be an Eligible Account held for the benefit of the
Certificateholders.

         (d) The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit on a daily basis (i) within
one Business Day of deposit in the



                                     III-4
<PAGE>

Collection Account (in the case of items (i) through (iii) below) and (2) within
one Business Day of receipt (in the case of all other items), except as
otherwise specified herein, the following payments and collections received by
it or remitted by any Subservicer in respect of Mortgage Loans after the Cut-off
Date (other than in respect of principal and interest due on the Mortgage Loans
by the Cut-off Date) and the following amounts required to be deposited
hereunder:

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

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

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

                  (iv) [RESERVED];

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

                  (vi) all Purchase Prices from the Master Servicer or Seller
         and all Substitution Adjustment Amounts; (vii) all Advances made by the
         Master Servicer pursuant to Section 4.01;

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

                  (ix) all Prepayment Charges collected.

         In addition, with respect to any Mortgage Loan that is subject to a
buydown agreement, on each Due Date for the Mortgage Loan, in addition to the
monthly payment remitted by the Mortgagor, the Master 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 Master Servicing Fee on that date.

         The foregoing requirements for remittance by the Master Servicer shall
be exclusive. Without limiting the generality of the foregoing, payments in the
nature of late payment charges or assumption fees, if collected, need not be
remitted by the Master Servicer. If the Master Servicer remits any amount not
required to be remitted, it may at any time withdraw that amount from the
Certificate Account, any provision herein to the contrary notwithstanding. The
withdrawal or direction may be accomplished by delivering written notice of it
to the Trustee or any other institution maintaining the Certificate Account that
describes the amounts deposited in error in the Certificate Account. The Master
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.



                                     III-5
<PAGE>

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

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

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

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

         The Trustee shall account for the Excess Reserve Fund Account as an
outside reserve fund within the meaning of Treasury regulation 1.860G-2(h) and
not an asset of any REMIC created pursuant to this Agreement. The owner of the
Excess Reserve Fund Account is the Class C Certificateholder. The Trustee shall
treat amounts transferred by the REMIC III to the Excess Reserve Fund Account as
distributions to the Class C Certificateholder (and from the Class C
Certificateholder to the Excess Reserve Fund Account) other than amounts paid to
the Excess Reserve Fund Account by the Cap Contracts for all Federal tax
purposes. Accordingly, each Class of Certificates, other than the Class C
Certificate, and Class P Certificate will comprise two components - a REMIC
Regular Interest and an interest in a cap contract. The Trustee shall allocate
the issue price for a Class of Certificates between two components for purposes
of determining the issue price of the REMIC Regular Interest component. The
value of the right to receive payments from the Excess Reserve Fund Account will
be $160,000 with respect to the Group I Certificates and the Subordinated
Certificates and $120,000 with respect to the Group II Certificates and the
Subordinated Certificates.

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

         (e) [RESERVED];

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



                                     III-6
<PAGE>

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

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

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

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

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

         (h) [RESERVED].

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

         Section 3.07 COLLECTION OF TAXES, ASSESSMENTS, AND SIMILAR ITEMS ESCROW
                      ACCOUNTS.

         (a) To the extent required by the related Mortgage Note and not
violative of current law, the Master 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 Master Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.



                                     III-7
<PAGE>

         (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 Master Servicer out of related collections for any
payments made pursuant to Sections 3.01 (with respect to taxes and assessments
and insurance premiums) and 3.10 (with respect to hazard insurance), to refund
to any Mortgagors any sums determined to be overages, to pay interest, if
required by law or the related Mortgage or Mortgage Note, to Mortgagors on
balances in the Escrow Account or to clear and terminate the Escrow Account at
the termination of this Agreement in accordance with Section 9.01. The Escrow
Accounts shall not be a part of the Trust Fund.

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

         Section 3.08 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
                      THE MORTGAGE LOANS.

         The Master Servicer shall afford the Depositor, the NIM Insurer, 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 Master Servicer.

         Upon reasonable advance notice in writing, the Master 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 Master Servicer shall be entitled to be
reimbursed by each such Certificateholder or Certificate Owner for actual
expenses incurred by the Master Servicer in providing the reports and access.

         Section 3.09 PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT, THE
                      DISTRIBUTION ACCOUNT, AND THE EXCESS RESERVE FUND ACCOUNT.

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



                                     III-8
<PAGE>

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

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

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

                  (v) to reimburse the Master Servicer for (a) unreimbursed
         Servicing Advances, the Master 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 and (b) for unpaid Master Servicing Fees
         as provided in Section 3.12;

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

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

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

                  (ix) by the Distribution Account Deposit Date, to withdraw (1)
         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 Master 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 Master Servicer shall deliver to the Trustee an Officer's Certificate
of a Servicing Officer indicating the amount of any previous Advance determined
by the Master Servicer to be a Nonrecoverable Advance and identifying the
related Mortgage Loans and their respective portions of the Nonrecoverable
Advance.

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

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



                                     III-9
<PAGE>

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

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

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

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

         Section 3.10 MAINTENANCE OF HAZARD INSURANCE; MAINTENANCE OF PRIMARY
                      INSURANCE POLICIES.

         (a) The Master 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.

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 Master 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 Master Servicer out of
late payments by the related Mortgagor or out of Liquidation Proceeds to the
extent permitted by Section 3.09. No earthquake or other additional insurance is
to be required of any Mortgagor or maintained on property acquired in respect of
a Mortgage other than pursuant to any applicable laws and regulations in force
that require additional insurance. If the Mortgaged Property is located at the
time of origination of the Mortgage Loan in a federally designated special flood
hazard area and the area is participating in the national flood insurance
program, the Master 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.



                                     III-10
<PAGE>

         If the Master 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 Master 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 Master Servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Depositor, and the Trustee for the benefit of the Certificateholders and the NIM
Insurer, claims under any blanket policy.

         (b) The Master 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 Master Servicer, would have been covered thereunder. The
Master 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 Master Servicer need not maintain any Primary Insurance Policy if
maintaining the Primary Insurance Policy is prohibited by applicable law. The
Master 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 Master Servicer from the
related liquidation proceeds. The Master Servicer shall maintain for as long as
each relevant Mortgage Loan is outstanding the mortgage insurance associated
with the Mortgage Loans identified on the Mortgage Loan Schedule as having
lender acquired mortgage insurance, and as to any other Mortgage Loans the
Master Servicer need not maintain any Primary Insurance Policy with respect to
any Mortgage Loan with a Loan-to-Value Ratio or Combined Loan-to-Value Ratio (as
applicable) less than or equal to 80% as of any date of determination or, based
on a new appraisal, the principal balance of the Mortgage Loan represents 80% or
less of the new Appraised Value.

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

         Section 3.11 ENFORCEMENT OF DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

         (a) Except as otherwise provided in this Section 3.11, when any
property subject to a Mortgage has been conveyed by the Mortgagor, the Master
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 Master 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



                                     III-11
<PAGE>

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 Master 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 Master
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 Master Servicer enters into the
agreement) by the applicable Required Insurance Policies.

         The Master 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 Master Servicer shall not be deemed to be in
default under this Section 3.11 because of any transfer or assumption that the
Master Servicer reasonably believes it is restricted by law from preventing, for
any reason whatsoever.

         (b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent provided in Section 3.11(a), in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and the Person
is to enter into an assumption agreement or modification agreement or supplement
to the Mortgage Note or Mortgage that requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Master 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 Master 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
Master Servicer shall deliver an Officer's Certificate signed by a Servicing
Officer stating that the requirements of this subsection have been met in
connection therewith. The Master Servicer shall notify the Trustee that any
substitution or assumption agreement has been completed by forwarding to the
Trustee the original of the substitution or assumption agreement, which in the
case of the original shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of the Mortgage File to the same extent as
all other documents and instruments constituting a part thereof. The Master
Servicer will retain any fee collected by it for entering into an assumption or
substitution of liability agreement as additional master servicing compensation.

         Section 3.12 REALIZATION UPON DEFAULTED MORTGAGE LOANS; REPURCHASE OF
                      CERTAIN MORTGAGE LOANS.



                                     III-12
<PAGE>

         (a) The Master Servicer shall use reasonable efforts in accordance with
the Servicing Standard to foreclose on or otherwise comparably convert the
ownership of Mortgaged Properties in respect of which the related Mortgage Loans
as come into and continues 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 Master Servicer shall follow the
Servicing Standard and shall follow the requirements of the insurer under any
Required Insurance Policy.

         Notwithstanding the foregoing, the Master 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 Master Servicer shall be responsible for all other costs and
expenses incurred by it in any foreclosure proceedings. The Master Servicer is
entitled to reimbursement thereof from the liquidation proceeds with respect to
the related Mortgaged Property, as provided in the definition of Liquidation
Proceeds. If the Master Servicer has knowledge that a Mortgaged Property that
the Master Servicer is contemplating acquiring in foreclosure or by deed in lieu
of foreclosure is located within one mile of any site listed in the Expenditure
Plan for the Hazardous Substance Clean Up Bond Act of 1984 or other site with
environmental or hazardous waste risks known to the Master Servicer, the Master
Servicer will, before acquiring the Mortgaged Property, consider the risks and
only take action in accordance with its established environmental review
procedures. The Master Servicer shall not foreclose any Mortgaged Property or
accept a deed in lieu of foreclosure for any Mortgaged Property without the
consent of the NIM Insurer if the Master Servicer has actual knowledge or notice
that the Mortgaged Property contains material hazardous wastes or substances
subject to the Hazardous Substance Clean Up Bond Act of 1984.

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

         The Master 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, and delivering the same to the Trustee for
filing.

         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 Master 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




                                     III-13
<PAGE>

Trust Fund shall be rented (or allowed to continue to be rented) or otherwise
used for the production of income by or on behalf of the Trust Fund.

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

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

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

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

         (b) [RESERVED]

         (c) The Master Servicer may agree to a modification of any Mortgage
Loan at the request of the related Mortgagor if (i) the modification is in lieu
of a refinancing and the Mortgage Rate on the relevant Mortgage Loan, as
modified, is approximately a prevailing market rate for newly-originated
mortgage loans having similar terms and (ii) the Master Servicer purchases the
relevant Mortgage Loan from the Trust Fund as described below. Upon the
agreement of the Master Servicer to modify a Mortgage Loan in accordance with
the preceding sentence, the Master 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 Master 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



                                     III-14
<PAGE>

the Master Servicer. The Master Servicer shall promptly deliver to the Trustee a
certification of a Servicing Officer to the effect that all requirements of the
first paragraph of this subsection (c) have been satisfied with respect to the
Mortgage Loan to be repurchased pursuant to this paragraph.

         The Master 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 Master 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 Master Servicer any Mortgage Loan previously transferred and assigned
pursuant hereto.

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

         Section 3.13 TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES.

         Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master 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 Master Servicer, and the Trustee shall at the
Master Servicer's direction execute and deliver to the Master 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 Master Servicer, together with the Mortgage Note with written
evidence of cancellation thereon. Expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to the
related Mortgagor.

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



                                     III-15
<PAGE>

         If the Master Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by this Agreement,
the Master 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 MASTER
                      SERVICER TO BE HELD FOR THE TRUSTEE.

         The Master Servicer shall account fully to the Trustee and the NIM
Insurer for any funds it receives or otherwise collects as Liquidation Proceeds
or Insurance Proceeds in respect of any Mortgage Loan. All Mortgage Files and
funds collected or held by, or under the control of, the Master 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 Master 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 Master
Servicer also agrees that it shall not create, incur or subject any Mortgage
File or any funds that are deposited in the Certificate Account, the Collection
Account, Distribution Account, or any Escrow Account, or any funds that
otherwise are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment, or other encumbrance, or assert 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 Master Servicer
shall be entitled to set off against and deduct from any such funds any amounts
that are properly due and payable to the Master Servicer under this Agreement.

         Section 3.15 SERVICING COMPENSATION.

         As compensation for its activities hereunder, the Master Servicer may
retain or withdraw from the Servicing Account, the Collection Account, or the
Certificate Account the Master Servicing Fee for each Mortgage Loan for the
related Distribution Date. Notwithstanding the foregoing, the aggregate Master
Servicing Fee payable to the Master 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 master servicing compensation in the form of Prepayment
Interest Excess, Excess Proceeds, assumption fees, late payment charges and all
income and gain net of any losses realized from Permitted Investments shall be
retained by the Master Servicer to the extent not required to be deposited in
the Certificate Account pursuant to Section 3.06. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder (including the fees of any Subservicer, 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.



                                     III-16
<PAGE>

         The Master 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 Master
Servicer. Nothing in this Section 3.16 shall limit the obligation of the Master
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors and the failure of the Master 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.

         By March 1st of each year, commencing with 2005, the Master Servicer
shall deliver to the Depositor and the Trustee an Officer's Certificate signed
by two servicing officers stating, as to the signer thereof, that (i) a review
of the activities of the Master Servicer during the preceding calendar year and
of the performance of the Master Servicer under this Agreement has been made
under the officer's supervision, and (ii) to the best of the officer's
knowledge, based on the review, the Master Servicer has fulfilled all its
obligations under this Agreement throughout the year, or, if there has been a
default in the fulfillment of any obligation, specifying each default known to
the officer and its nature and status. The Trustee shall forward a copy of each
compliance statement to each Rating Agency.

         Section 3.18 ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
                      STATEMENT; FINANCIAL STATEMENTS.

         By March 1st of each year, commencing with 2005, the Master Servicer at
its expense shall cause a nationally or regionally recognized firm of
independent public accountants (who may also render other services to the Master
Servicer, the Seller or any affiliate thereof) that is a member of the American
Institute of Certified Public Accountants to furnish a statement to the Trustee
and the Depositor to the effect that the firm has examined certain documents and
records relating to the servicing of the Mortgage Loans under this Agreement or
of mortgage loans under pooling and servicing agreements substantially similar
to this Agreement (the statement to have attached to it a schedule of the
pooling and servicing agreements covered by it) and that, on the basis of its
examination, conducted substantially in compliance with the Audit Guide for
Audits of HUD Approved Nonsupervised Mortgagees, the Uniform Single Attestation
Program for Mortgage Bankers, or the Audit Program for Mortgages serviced for
FNMA and FHLMC, such servicing has been conducted in compliance with the pooling
and servicing agreements except for any significant exceptions or errors in
records that, in the opinion of the firm, the Audit Guide for Audits of HUD
Approved Nonsupervised Mortgagees, the Uniform Single Attestation Program for
Mortgage Bankers, or the Audit Program for Mortgages serviced for FNMA and FHLMC
requires it to report. In rendering the statement, the firm may rely, as to
matters relating to direct servicing of mortgage loans by the subservicers, upon
comparable statements for examinations conducted substantially in compliance
with the Audit Guide for Audits of HUD Approved Nonsupervised Mortgagees, the
Uniform Single Attestation Program for Mortgage Bankers, or the Audit Program
for Mortgages serviced for FNMA and FHLMC (rendered within one year of the
statement) of independent public accountants with respect to the related
Subservicer. The Master Servicer shall deliver the statement to the Trustee so
that the Trustee can provide copies of the statement to any Certificateholder or
Certificate Owner on request at the Master Servicer's expense.



                                     III-17
<PAGE>

         Section 3.19 ERRORS AND OMISSIONS INSURANCE; FIDELITY BONDS.

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

         Section 3.20 NOTIFICATION OF ADJUSTMENTS.

         On each Adjustment Date, the Master Servicer shall make interest rate
adjustments for each adjustable rate Mortgage Loan in compliance with the
requirements of the related Mortgage and Mortgage Note and applicable
regulations. The Master Servicer shall execute and deliver the notices required
by each Mortgage and Mortgage Note and applicable regulations regarding interest
rate adjustments. The Master Servicer also shall provide timely notification to
the Trustee of all applicable data and information regarding such interest rate
adjustments and the Master Servicer's methods of implementing such interest rate
adjustments. Upon the discovery by the Master Servicer or the Trustee that the
Master Servicer has failed to adjust or has incorrectly adjusted a Mortgage Rate
or a monthly payment pursuant to the terms of the related Mortgage Note and
Mortgage, the Master 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 Master Servicer shall not be
liable with respect to any interest rate adjustments made by any servicer prior
to the Master Servicer.

         Section 3.21 PREPAYMENT CHARGES.

         (a) The Master Servicer will not waive any part of any Prepayment
Charge unless the waiver relates to a default or a reasonably foreseeable
default, the collection of any Prepayment Charge would violate any relevant law
or regulation or the waiving of the Prepayment Charge would otherwise benefit
the Trust Fund and it is expected that the waiver would maximize recovery of
total proceeds taking into account the value of the Prepayment Charge and
related Mortgage Loan and doing so is standard and customary in servicing
similar Mortgage Loans (including any waiver of a Prepayment Charge in
connection with a refinancing of a Mortgage Loan that is related to a default or
a reasonably foreseeable default). The Master 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) The Seller represents and warrants to the Depositor and the
Trustee, as of the Closing Date, that the information in the Prepayment Charge
Schedule (including the attached prepayment charge summary) is complete and
accurate in all material respects at the dates as of which the information is
furnished and each Prepayment Charge is permissible and enforceable in
accordance with its terms under applicable state law.

         (c) Upon discovery by the Seller or a Responsible Officer of the
Trustee of a breach of the foregoing clause (b) that materially and adversely
affects right of the Holders of the Class P



                                     III-18
<PAGE>

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

         Section 3.22 PRE-FUNDING ACCOUNTS.

                  (a) No later than the Closing Date, the Trustee shall
establish and maintain two segregated trust accounts that are each Eligible
Accounts, which shall be titled (i) "Group I Pre-Funding Account, Deutsche Bank
National Trust Company, as Trustee for the registered holders of Home Equity
Mortgage Loan Asset-Backed Certificates, Series SPMD 2004-B." (the "Group I
Pre-Funding Account") and (ii) "Group II Pre-Funding Account, Deutsche Bank
National Trust Company, as Trustee for the registered holders of Home Equity
Mortgage Loan Asset-Backed Certificates, Series SPMD 2004-B." (the "Group II
Pre-Funding Account"). The Trustee shall, promptly upon receipt, deposit in the
applicable Pre-Funding Account and retain therein the Original Group I
Pre-Funded Amount or the Original Group II Pre-Funding Account, as applicable,
remitted on the Closing Date to the Trustee by the Depositor. Funds deposited in
the Pre-Funding Accounts shall be held in trust by the Trustee for the
Certificateholders for the uses and purposes set forth herein.

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

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

                  (i) on any Subsequent Transfer Date, the Trustee shall
         withdraw from the related Pre-Funding Account an amount equal to 100%
         of the Stated Principal Balances of the Subsequent Mortgage Loans
         transferred and assigned to the Trustee for deposit in the pool of
         Mortgage Loans on such Subsequent Transfer Date and pay such amount to
         or upon the order of the Depositor upon satisfaction of the conditions
         set forth in Section 2.09 with respect to such transfer and assignment;

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



                                     III-19
<PAGE>

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

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



                                     III-20
<PAGE>



                                  ARTICLE FOUR

                DISTRIBUTIONS AND ADVANCES BY THE MASTER SERVICER

                  Section 4.01 ADVANCES.

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

         (b) If the Master 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 Master 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 Master
Servicer Advance Date, the Trustee is entitled to immediately terminate the
Master 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 Master Servicer that
the Master 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 Master
Servicer, the Master 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 Master Servicer Advance Date. In the event that the Master 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 Master 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 Master Servicer hereunder.



                                      IV-1
<PAGE>


         (c) The Master Servicer shall, not later than the close of business on
the Business Day immediately preceding each Master 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
Master Servicer has determined that the related Scheduled Payments should be
advanced and (ii) the amount of the related Scheduled Payments. The Master
Servicer shall deliver to the Trustee on the related Master Servicer Advance
Date an Officer's Certificate of a Servicing Officer indicating the amount of
any proposed Advance determined by the Master Servicer to be a Nonrecoverable
Advance.

                  Section 4.02 PRIORITIES OF DISTRIBUTION.

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

         (a) Interest Distributions.

                  (i) From the Group I Interest Remittance Amount,

                           (A) to the Class A-I Certificates, the related
                  Accrued Certificate Interest Distribution Amount and any
                  related Unpaid Interest Amounts for that Class on that
                  Distribution Date; and

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

                  (ii) From the Group II Interest Remittance Amount:

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

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

                  (iii) From the remaining Group I Interest Remittance Amount
         and Group II Interest Remittance Amount:

                           (A) to the Class M-1 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;

                           (B) to the Class M-2 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;



                                      IV-2
<PAGE>



                           (C) to the Class M-3 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;

                           (D) to the Class M-4 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;

                           (E) to the Class M-5 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;

                           (F) to the Class M-6 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;

                           (G) to the Class M-7 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;

                           (H) to the Class M-8 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date;

                           (I) to the Class M-9 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date; and

                           (J) to the Class M-10 Certificates, the Accrued
                  Certificate Interest Distribution Amount for the Class on the
                  Distribution Date.

         (b) Principal Distributions

                  (i) with respect to each Distribution Date (x) before the
         Stepdown Date or (y) if a Trigger Event is in effect, to the holders of
         the Classes of Offered Certificates then entitled to distributions of
         principal as set forth below, the applicable Principal Distribution
         Amount from each Loan Group in the following order of priority:

                           (A) (x) in the case of the Group I Certificates, to
                  the Class A-I Certificates, until their Class Certificate
                  Balances are reduced to zero; and

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

                          (B)       (x) in the case of the Group II
                  Certificates, sequentially, to the Class A-II-1, Class A-II-2
                  and Class A-II-3 Certificates, in that order, until their
                  respective Class Certificate Balances are reduced to zero;
                  provided, further, that on any Distribution Date on which the
                  aggregate Class Certificate



                                      IV-3
<PAGE>



                  Balance of the Subordinated Certificates has been reduced to
                  zero and the Overcollateralization Amount for such
                  Distribution Date is equal to or less than zero, any Group II
                  Principal Distribution Amount for that Distribution Date will
                  be distributed to the Class A-II-1, Class A-II-2 and Class
                  A-II-3 Certificates, pro rata (rather than sequentially),
                  based on their Class Certificate Balances; and

                                    (y) from any remaining Group II Principal
                  Distribution Amount, to the Class A-I Certificates (after
                  distribution of the Group I Principal Distribution Amount as
                  provided in clause (b)(A)(x) above), until its Class
                  Certificate Balance is reduced to zero;

                           (C) from any remaining Group I and Group II Principal
                  Distribution Amount, 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, Class M-9 and Class M-10 Certificates, in that order,
                  until their respective Class Certificate Balances are reduced
                  to zero;

                  (ii) with respect to each Distribution Date (x) on and after
         the Stepdown Date and (y) as long as a Trigger Event is not in effect,
         to the holders of the Classes of Offered Certificates then entitled to
         distributions of principal, an amount equal to the applicable Principal
         Distribution Amount from each Loan Group in the following amounts and
         order of priority:

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

                           (B) the lesser of (1) the Group II Principal
                  Distribution Amount and (2) the Group II Senior Principal
                  Distribution Amount, sequentially to the Class A-II-1, Class
                  A-II-2 and Class A-II-3 Certificates, in that order, until
                  their respective Class Certificate Balances have been reduced
                  to zero; provided, however, that any remaining Group II
                  Principal Distribution Amount will be distributed to the Class
                  A-I Certificates (after the distribution of the Group I
                  Principal Distribution Amount as provided in clause (b)(ii)(A)
                  above), up to an amount equal to the Class A-I Principal
                  Distribution Amount remaining undistributed, until its Class


                                      IV-4
<PAGE>


                  Certificate Balance has been reduced to zero; and provided,
                  further, that on any Distribution Date on which the aggregate
                  Class Certificate Balance of the Subordinated Certificates has
                  been reduced to zero and the Overcollateralization Amount for
                  such Distribution Date is equal to or less than zero, any
                  Group II Principal Distribution Amount for that Distribution
                  Date will be distributed to the Class A-II-1, Class A-II-2 and
                  Class A-II-3 Certificates, pro rata (rather than
                  sequentially), based on their Class Certificate Balances; and
                  then

                           (C) the remaining Principal Distribution Amount from
                  each Loan Group as follows:

                                    (1) the Class M-1 Principal Distribution
                           Amount to the Class M-1 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (2) the Class M-2 Principal Distribution
                           Amount to the Class M-2 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (3) the Class M-3 Principal Distribution
                           Amount to the Class M-3 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (4) the Class M-4 Principal Distribution
                           Amount to the Class M-4 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (5) the Class M-5 Principal Distribution
                           Amount to the Class M-5 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (6) the Class M-6 Principal Distribution
                           Amount to the Class M-6 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (7) the Class M-7 Principal Distribution
                           Amount to the Class M-7 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (8) the Class M-8 Principal Distribution
                           Amount to the Class M-8 Certificates, until their
                           Class Certificate Balance has been reduced to zero;

                                    (9) the Class M-9 Principal Distribution
                           Amount to the Class M-9 Certificates, until their
                           Class Certificate Balance has been reduced to zero;
                           and

                                    (10) the Class M-10 Principal Distribution
                           Amount to the Class M-10 Certificates, until their
                           Class Certificate Balance has been reduced to zero.



                                      IV-5
<PAGE>



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

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

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

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

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

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

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

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

                  (viii) to the holders of the Class M-4 Certificates, any
         Unpaid Interest Amounts for the Class;

                  (ix) to the holders of the Class M-4 Certificates, any Unpaid
         Realized Loss Amount for the Class;

                  (x) to the holders of the Class M-5 Certificates, any Unpaid
         Interest Amounts for the Class;

                  (xi) to the holders of the Class M-5 Certificates, any Unpaid
         Realized Loss Amount for the Class;

                  (xii) to the holders of the Class M-6 Certificates, any Unpaid
         Interest Amounts for the Class;

                  (xiii) to the holders of the Class M-6 Certificates, any
         Unpaid Realized Loss Amount for the Class;

                  (xiv) to the holders of the Class M-7 Certificates, any Unpaid
         Interest Amounts for the Class;

                  (xv) to the holders of the Class M-7 Certificates, any Unpaid
         Realized Loss Amount for the Class;

                  (xvi) to the holders of the Class M-8 Certificates, any Unpaid
         Interest Amounts for the Class;



                                      IV-6
<PAGE>



                  (xvii) to the holders of the Class M-8 Certificates, any
         Unpaid Realized Loss Amount for the Class;

                  (xviii) to the holders of the Class M-9 Certificates, any
         Unpaid Interest Amounts for the Class;

                  (xix) to the holders of the Class M-9 Certificates, any Unpaid
         Realized Loss Amount for the Class;

                  (xx) to the holders of the Class M-10 Certificates, any Unpaid
         Interest Amounts for the Class;

                  (xxi) to the holders of the Class M-10 Certificates, any
         Unpaid Realized Loss Amount for the Class;

                  (xxii) to the Excess Reserve Fund Account, the amount of any
         Net WAC Cap Payment for such Distribution Date;

                  (xxiii) from funds on deposit in the Excess Reserve Fund
         Account, an amount equal to any Net WAC Rate Carryover Amount for such
         Distribution Date in the order and priority specified in Section
         4.02(IV);

                  (xxiv) to the holders of the Class C Certificate, the Class C
         Distributable Amount; and

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

         (II) On each Distribution Date, an amount equal to all Prepayment
Charges received during the related Prepayment Period will be distributed to the
holders of the Class P Certificates.

         (III) Without limiting the provisions of Section 9.02, by acceptance of
the Class R Certificates the holders of the Class R Certificates agree, and it
is the understanding of the parties hereto, for so long as the NIM Notes are
outstanding, to assign and transfer their rights to receive any amounts
otherwise distributable to the holders of the Class R Certificates (and such
rights are hereby assigned and transferred) to the holders of the Class C
Certificates, to be paid to the holders of the Class C Certificates.

         (IV) On each Distribution Date, the Trustee will make the disbursements
and transfers from amounts then on deposit in the Excess Reserve Fund Account in
the following order of priority, to the extent of funds available therefor:

         (d) From payments, if any, received under Cap Contract A as follows:

                  (i) to the Class A-I Certificates based on the amount of the
         Net WAC Cap Carry Forward Amount for such Class;

                  (ii) to the Subordinated Certificates, sequentially, based on
         the amount of the Net WAC Cap Carry Forward Amount for each such Class
         to the extent not paid from payments under Section 4.02(f)(ii) below or
         payments under Cap Contract B pursuant to Section 4.02(e)(ii) below;
         and



                                      IV-7
<PAGE>



                  (iii) to the Class C Certificates any remaining cap payments;

         (e) From payments, if any, received under Cap Contract B as follows:

                  (i) to the Group II Certificates, PRO RATA, based on the
         amount of the Net WAC Cap Carry Forward Amount for each such Class;

                  (ii) to the Subordinated Certificates, sequentially, based on
         the amount of the Net WAC Cap Carry Forward Amount for each such Class
         to the extent not paid from payments under Section 4.02(f)(ii) below or
         payments under Cap Contract A pursuant to Section 4.02(d)(ii) above;
         and

                  (iii) to the Class C Certificates, any remaining cap payments.

         (f) From other amounts on deposit in the Excess Reserve Fund Account as
follows:

                  (i) to the Class A Certificates, PRO RATA, based on their
         Class Certificate Balances to the extent of any remaining Net WAC Cap
         Carry Forward Amount for each such Class;

                  (ii) to the Subordinated Certificates, sequentially, to the
         extent of the Net WAC Cap Carry Forward Amount for each such Class;

                  (iii) to the Class C Certificates, any such funds remaining in
         the Excess Reserve Fund Account.

                  Section 4.03 MONTHLY STATEMENTS TO CERTIFICATEHOLDERS.

         (a) Not later than each Distribution Date, the Trustee shall prepare
and make available to each Certificateholder, the Master Servicer, the
Depositor, the NIM Insurer, and each Rating Agency on its Internet website a
statement for the related distribution of:

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

                  (ii) the amount of the distribution allocable to interest, any
         Unpaid Interest Amounts included in the distribution and any remaining
         Unpaid Interest Amounts after giving effect to the distribution, any
         Net WAC Cap Carry Forward Amount for the Distribution Date, and the
         amount of all Net WAC Cap Carry Forward Amount covered by withdrawals
         from the Excess Reserve Fund Account on the Distribution Date;

                  (iii) if the distribution to the Holders of any Class of
         Certificates is less than the full amount that would be distributable
         to them if sufficient funds were available, the amount of the shortfall
         and the allocation of the shortfall between principal and interest,
         including any Net WAC Cap Carry Forward Amount not covered by amounts
         in the Excess Reserve Fund Account;

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



                                      IV-8
<PAGE>



                  (v) the Pool Stated Principal Balance;

                  (vi) the amount of the Master Servicing Fees paid to or
         retained by the Master Servicer or Subservicer (with respect to the
         Subservicers, in the aggregate) with respect to the Distribution Date;

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

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

                  (ix) the number and aggregate outstanding balance of Closing
         Date Mortgage Loans and Subsequent Mortgage Loans in each Loan Group as
         of the end of the preceding calendar month

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

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

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

                  (x) 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 the month and (B)
         delinquent 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 the month;

                  (xi) with respect to any Mortgage Loan that became an REO
         Property during the preceding calendar month, the loan number and
         Stated Principal Balance of the Mortgage Loan as of the close of
         business on the Determination Date preceding the Distribution Date and
         the date of acquisition thereof;

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

                  (xiii) whether a Trigger Event is in effect (including the
         calculation of thereof and the aggregate outstanding balance of all 60+
         Day Delinquent Loans);

                  (xiv) the amount on deposit in the Excess Reserve Fund Account
         (after giving effect to distributions on the Distribution Date);

                  (xv) the aggregate amount of Applied Realized Loss Amounts
         incurred during the preceding calendar month and aggregate Unpaid
         Realized Loss Amounts through the Distribution Date;



                                      IV-9
<PAGE>



                  (xvi) the aggregate amount due under the Cap Contracts and
         amounts received under the Cap Contracts;

                  (xvii) the amount of any Total Monthly Excess Spread on the
         Distribution Date and the allocation thereof to the Certificateholders
         with respect to Unpaid Realized Loss Amounts and Unpaid Interest
         Amounts;

                  (xviii) 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;

                  (xix) the Overcollateralization Amount and the
         Overcollateralization Target Amount;

                  (xx) Prepayment Charges collected, waived, and paid by the
         Master Servicer;

                  (xxi) The amount on deposit in the Pre-Funding Accounts; and

                  (xxii) For the distribution occurring on the Distribution Date
         immediately following the end of the Funding Period, the balance on
         deposit in the Group I Pre-Funding Account and/or the Group II
         Pre-Funding Account that has not been used to purchase Subsequent
         Mortgage Loans and that is being distributed to the Certificateholders
         on such Distribution Date.

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

         If the statement is not accessible to any of the Certificateholders,
the Master Servicer, the Depositor, the NIM Insurer, or any Rating Agency on the
Trustee's Internet website, the Trustee shall forward a hard copy of it to each
Certificateholder, the Master Servicer, the Depositor, the NIM Insurer, and each
Rating Agency immediately after the Trustee becomes aware that it is not
accessible to any of them via its website. The address of the Trustee's Internet
website where the statement will be accessible is
HTTPS://WWW.CORPORATETRUST.DB.COM/ invr. Assistance in using the Trustee's
Internet website may be obtained by calling the Trustee's customer service desk
at (800) 735-7777. The Trustee shall notify each Certificateholder, the Master
Servicer, the Depositor, the NIM Insurer, and each Rating Agency in writing of
any change in the address or means of access to the Internet website where the
statement is accessible.

         (b) The Trustee's responsibility for disbursing the above information
to the Certificateholders is limited to the availability, timeliness, and
accuracy of the information derived from the Master Servicer. The Trustee is not
responsible for any inaccuracies in or caused by the data provided by the Master
Servicer.



                                     IV-10
<PAGE>


         By each Determination Date the Master Servicer shall provide to the
Trustee in electronic form the information needed to determine the distributions
to be made pursuant to Section 4.02 and 3.09(b)(ii) and any other information
that the Master Servicer and the Trustee mutually agree on.

         (c) Within a reasonable period of time after the end of each calendar
year, the Trustee shall cause to be furnished to each Person who at any time
during the calendar year was a Certificateholder, a statement containing the
information in clauses (a)(i), (a)(ii), and (a)(vii) of this Section 4.03
aggregated for the calendar year or applicable portion thereof during which the
Person was a Certificateholder. Within a reasonable period of time after the end
of each calendar year, the Trustee shall cause to be furnished to the NIM
Insurer, a statement containing the information in clauses (a)(i), (a)(ii), and
(a)(vii) of this Section 4.03 aggregated for the calendar year. This obligation
of the Trustee shall be satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.

                  Section 4.04 CAP CONTRACTS

         (a) On or prior to the Closing Date, the Trustee, on behalf of the
Trust Fund, is hereby authorized to, and will enter into (i) Cap Contract A for
the benefit of the Holders of the Class A-I and Subordinated Certificates and
(ii) Cap Contract B for the benefit of the Holders of the Group II and
Subordinated Certificates. The Cap Contracts will be an asset of the Trust Fund
but will not be an asset of any REMIC.

         (b) The Trustee will prepare and deliver any notices required to be
delivered to the Cap Contract Counterparty under either of the Cap Contracts.

         (c) The Trustee shall terminate the Cap Contract Counterparty with
respect to a Cap Contract upon the occurrence of an event of default under the
applicable Cap Contract of which a Responsible Officer of the Trustee has actual
knowledge. Upon such termination, Cap Contract Counterparty may be required to
pay an amount to the Trustee in respect of market quotations for the replacement
cost of the applicable Cap Contract. Any such amounts shall be held in the
Excess Reserve Fund Account and applied as necessary until the applicable Cap
Contract termination date.

         (d) The Trustee shall deposit any amounts received on the Cap Contracts
into the Excess Reserve Fund and distribute such amounts as provided in Section
4.02(IV)(except as set forth in (c) above).

                  Section 4.05 [RESERVED]

                  Section 4.06 [RESERVED]

                  Section 4.07 CERTAIN MATTERS RELATING TO THE DETERMINATION OF
                               LIBOR.

         Until all of the LIBOR Certificates are paid in full, the Trustee will
at all times retain at least four Reference Banks for the purpose of determining
LIBOR with respect to each Interest Determination Date. The Master 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 Master Servicer should terminate its appointment as Reference Bank,
the Master Servicer shall promptly appoint



                                     IV-11
<PAGE>



another Reference Bank. The Trustee shall have no liability or responsibility to
any Person for (i) the selection of any Reference Bank for purposes of
determining LIBOR or (ii) any inability to retain at least four Reference Banks
that is caused by circumstances beyond its reasonable control.

         The Pass-Through Rate for each Class of LIBOR Certificates for each
Interest Accrual Period shall be determined by the Trustee on each LIBOR
Determination Date so long as the LIBOR Certificates are outstanding on the
basis of LIBOR and the respective formulae appearing in footnotes corresponding
to the LIBOR Certificates in the table relating to the Certificates in the
Preliminary Statement. The Trustee shall not have any liability or
responsibility to any Person for its inability, following a good-faith
reasonable effort, to obtain quotations from the Reference Banks or to determine
the arithmetic mean referred to in the definition of LIBOR, all as provided for
in this Section 4.07 and the definition of LIBOR. The establishment of LIBOR and
each Pass-Through Rate for the LIBOR Certificates by the Trustee shall (in the
absence of manifest error) be final, conclusive and binding upon each Holder of
a Certificate and the Trustee.


                  Section 4.08 DISTRIBUTIONS AND ALLOCATION OF REALIZED LOSSES
                               TO THE REMIC I AND REMIC II REGULAR INTERESTS.

         On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC I to REMIC II on account of the
REMIC I Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class
R-I Interest), as the case may be:

         With respect to the Group I Mortgage Loans:

         (1)(i) to the Holders of REMIC Regular Interest I-LT1, REMIC I Regular
Interest I-LT1PF and REMIC I Regular Interest I-LTP in an amount equal to (A)
the Uncertificated Interest for each REMIC I Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from
previous Distribution Dates; and

         (ii) to the Holders of REMIC I Regular Interest I-LTP, on the
Distribution Date immediately following the expiration of the latest Prepayment
Charge as identified on the Prepayment Charge Schedule or any Distribution Date
thereafter until $100 has been distributed pursuant to this clause;

         (2) to the Holders of REMIC I Regular Interest I-LT1 and REMIC I
Regular Interest I-LT1PF, in an amount equal to the remainder of the Available
Funds for such Distribution Date after the distributions made pursuant to clause
(i) above, allocated as follows:

         (a)      to the Holders of REMIC I Regular Interest I-LT1, until the
                  Uncertificated Balance of REMIC I Regular Interest I-LT1 is
                  reduced to zero;

         (b)      to the Holders of REMIC I Regular Interest I-LT1PF, until the
                  Uncertificated Balance of REMIC I Regular Interest I-LT1PF is
                  reduced to zero; and



                                     IV-12
<PAGE>



         (c)      any remaining amount to the Holders of the Class R
                  Certificates (in respect of the Class R-I Interest);

         provided, however, that for the first and second Distribution Dates,
         such amounts relating to the Initial Group I Mortgage Loans shall be
         allocated to REMIC I Regular Interest I-LT1 and such amounts relating
         to the Subsequent Group I Mortgage Loans shall be allocated to REMIC I
         Regular Interest I-LT1PF.

         With respect to the Group II Mortgage Loans:

         (1)(i) to the Holders of REMIC Regular Interest I-LT2 and REMIC I
Regular Interest I-LT2PF in an amount equal to (A) the Uncertificated Interest
for each REMIC I Regular Interest for such Distribution Date, plus (B) any
amounts in respect thereof remaining unpaid from previous Distribution Dates;
and

         (ii) to the Holders of REMIC I Regular Interest I-LT2 and REMIC I
Regular Interest I-LT2PF, in an amount equal to the remainder of the Available
Funds for such Distribution Date after the distributions made pursuant to clause
(i) above, allocated as follows:

         (a)      to the Holders of REMIC I Regular Interest I-LT2, until the
                  Uncertificated Balance of REMIC I Regular Interest I-LT2 is
                  reduced to zero;

         (b)      to the Holders of REMIC I Regular Interest I-LT2PF, until the
                  Uncertificated Balance of REMIC I Regular Interest I-LT2PF is
                  reduced to zero; and

         (c)      any remaining amount to the Holders of the Class R
                  Certificates (in respect of the Class R-I Interest);

         provided, however, that for the first and second Distribution Dates,
such amounts relating to the Initial Group II Mortgage Loans shall be allocated
to REMIC I Regular Interest I-LT2 and such amounts relating to the Subsequent
Group II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2PF.

         On each Distribution Date, all amounts representing Prepayment Charges
in respect of the Mortgage Loans received during the related Prepayment Period
will be distributed by REMIC I to the Holders of REMIC I Regular Interest I-LTP.
The payment of the foregoing amounts to the Holders of REMIC I Regular Interest
I-LTP shall not reduce the Uncertificated Balance thereof.

          (A) On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC II to REMIC III on account of
the REMIC II Regular Interests or withdrawn from the Distribution Account and
distributed to the Holders of the Class R Certificates (in respect of the Class
R-II Interest), as the case may be:

         first, to Holders of REMIC II Regular Interest II-LTAA, REMIC Regular
Interest II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC II Regular Interest
II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-



                                     IV-13
<PAGE>



LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9,
REMIC II Regular Interest II-LTM10, REMIC II Regular Interest II-LTZZ and REMIC
II Regular Interest II-LTP, on a pro rata basis, in an amount equal to (A) the
Uncertificated Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates. Amounts
payable as Uncertificated Interest in respect of REMIC II Regular Interest
II-LTZZ shall be reduced and deferred when the REMIC II Overcollateralized
Amount is less than the REMIC II Overcollateralization Target Amount, by the
lesser of (x) the amount of such difference and (y) the Maximum II-LTZZ
Uncertificated Interest Deferral Amount and such amount will be payable to the
Holders of REMIC Regular Interest II-LTAI, REMIC II Regular Interest II-LTAII1,
REMIC II Regular Interest II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC
II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC
II Regular Interest II-LTM10 in the same proportion as the Overcollateralization
Increase Amount is allocated to the Corresponding Certificates and the
Uncertificated Balance of the REMIC II Regular Interest II-LTZZ shall be
increased by such amount;

         to the Holders of REMIC II Regular Interest II-LT1SUB, REMIC II Regular
Interest II-LT1GRP, REMIC II Regular Interest II-LT2SUB, REMIC II Regular
Interest II-LT2GRP and REMIC II Regular Interest I-LTXX, on a pro rata basis, in
an amount equal to (A) the Uncertificated Interest for such Distribution Date,
plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates;

         to the Holders of REMIC II Regular Interests, in an amount equal to the
remainder of the REMIC II Marker Allocation Percentage of the Available Funds
for such Distribution Date after the distributions made pursuant to clause (i)
above, allocated as follows:

                  98.00% of such remainder (other than amounts payable under
         clause (c) below) to the Holders of REMIC II Regular Interest II-LTAA
         and REMIC II Regular Interest II-LTP, until the Uncertificated Balance
         of such REMIC II Regular Interest is reduced to zero, provided,
         however, that REMIC II Regular Interest II-LTP shall not be reduced
         until the Distribution Date immediately following the expiration of the
         latest Prepayment Charge as identified on the Prepayment Charge
         Schedule or any Distribution Date thereafter, at which point such
         amount shall be distributed to REMIC II Regular Interest II-LTP, until
         $100 has been distributed pursuant to this clause;

                   2.00% of such remainder (other than amounts payable under
         clause (c) below) first, to the Holders of REMIC Regular Interest
         II-LTAI, REMIC II Regular Interest II-LTAII1, REMIC II Regular Interest
         II-LTAII2, REMIC II Regular Interest II-LTAII3, REMIC II Regular
         Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
         Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular
         Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
         Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
         Interest II-LTM9 and REMIC II Regular Interest II-LTM10 of such REMIC
         II Regular Interests are reduced to zero and second, to the Holders of
         REMIC II Regular Interest II-LTZZ, (other than amounts payable under
         clause (c) below), until the Uncertificated Balance of such REMIC II
         Regular Interest is reduced to zero; and

                  any remaining amount to the Holders of the Class R
         Certificates (in respect of the Class R-II Interest);



                                     IV-14
<PAGE>


         provided, however, that (i) 98.00% and (ii) 2.00% of any principal
payments that are attributable to an Overcollateralization Reduction Amount
shall be allocated to Holders of (i) REMIC II Regular Interest II-LTAA and REMIC
II Regular Interest II-LTP, in that order and (ii) REMIC II Regular Interest
II-LTZZ, respectively; provided that REMIC II Regular Interest II-LTP shall not
be reduced until the Distribution Date immediately following the expiration of
the latest Prepayment Charge as identified on the Prepayment Charge Schedule or
any Distribution Date thereafter, at which point such amount shall be
distributed to REMIC II Regular Interest II-LTP, until $100 has been distributed
pursuant to this clause; and

                 to the Holders of REMIC II Regular Interests, in an amount
         equal to the remainder of the REMIC II Sub WAC Allocation Percentage of
         Available Funds for such Distribution Date after the distributions made
         pursuant to clause (i) above, such that distributions of principal
         shall be deemed to be made to the REMIC II Regular Interests first, so
         as to keep the Uncertificated Balance of each REMIC II Regular Interest
         ending with the designation "GRP" equal to 0.01% of the aggregate
         Stated Principal Balance of the Mortgage Loans in the related Loan
         Group; second, to each REMIC II Regular Interest ending with the
         designation "SUB," so that the Uncertificated Balance of each such
         REMIC II Regular Interest is equal to 0.01% of the excess of (x) the
         aggregate Stated Principal Balance of the Mortgage Loans in the related
         Loan Group over (y) the current Certificate Principal Balance of the
         Class A Certificate in the related Loan Group (except that if any such
         excess is a larger number than in the preceding distribution period,
         the least amount of principal shall be distributed to such REMIC II
         Regular Interests such that the REMIC II Subordinated Balance Ratio is
         maintained); and third, any remaining principal to REMIC II Regular
         Interest II-LTXX.

         Notwithstanding the priorities and amounts of distribution of funds
pursuant to this Section 4.01(a)(1), actual distributions of the Available Funds
shall be made only in accordance with Section 4.02.

         All Realized Losses on the Group I Mortgage Loans shall be allocated by
the Trustee on each Distribution Date, first to REMIC I Regular Interest I-LT1
and REMIC I Regular Interest I-LT1PF, until the Uncertificated Balance of each
such REMIC I Regular Interest has been reduced to zero; provided however, with
respect to the first Distribution Date, all Realized Losses on the Initial Group
I Mortgage Loans shall be allocated to REMIC 1 Regular Interest I-LT1, until the
Uncertificated Balance thereof has been reduced to zero, and all Realized Losses
on the Subsequent Group I Mortgage Loans shall be allocated to REMIC I Regular
Interest I-LT1PF until the Uncertificated Balance thereof has been reduced to
zero. All Realized Losses on the Group II Mortgage Loans shall be allocated by
the Trustee on each Distribution Date, first to REMIC I Regular Interest I-LT2
and REMIC I Regular Interest I-LT2PF, until the Uncertificated Balance of each
such REMIC I Regular Interest has been reduced to zero; provided however, with
respect to the first Distribution Date, all Realized Losses on the Initial Group
II Mortgage Loans shall be allocated to REMIC I Regular Interest I-LT2, until
the Uncertificated Balance thereof has been reduced to zero, and all Realized
Losses on the Subsequent Group II Mortgage Loans shall be allocated to REMIC I
Regular Interest I-LT2PF until the Uncertificated Balance thereof has been
reduced to zero.

         (A) The REMIC II Marker Allocation Percentage of all Realized Losses on
the Mortgage Loans shall be allocated by the Trustee on each Distribution Date
to the following REMIC II Regular Interests in the specified percentages, as
follows: first, to Uncertificated



                                     IV-15
<PAGE>



Interest payable to the REMIC II Regular Interest II-LTAA and REMIC II Regular
Interest II-LTZZ up to an aggregate amount equal to the REMIC II Interest Loss
Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
Balances of the REMIC II Regular Interest II-LTAA and REMIC II Regular Interest
II-LTZZ up to an aggregate amount equal to the REMIC II Principal Loss
Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular Interest
II-LTM10 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively,
until the Uncertificated Balance of REMIC II Regular Interest II-LTM10 has been
reduced to zero; fourth, to the Uncertificated Balances of REMIC II Regular
Interest II-LTAA, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
of REMIC II Regular Interest II-LTM9 has been reduced to zero; fifth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM8 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM8 has been reduced to zero; sixth, to the Uncertificated Balances of REMIC
II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM7 and REMIC II
Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest II-LTM7 has been reduced to zero; seventh,
to the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM6 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM6 has been reduced to zero; eighth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM5 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM5 has been reduced to
zero; ninth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM4 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM4 has been reduced to zero; tenth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM3 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM3 has been reduced to zero; eleventh, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM2 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM2 has been reduced to
zero; and twelfth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
I Regular Interest I-LTM1 has been reduced to zero.


         (ii) The REMIC II Sub WAC Allocation Percentage of all Realized Losses
shall be applied after all distributions have been made on each Distribution
Date first, so as to keep the Uncertificated Balance of each REMIC II Regular
Interest ending with the designation "GRP" equal to 0.01% of the aggregate
Stated Principal Balance of the Mortgage Loans in the related Loan Group;
second, to each REMIC II Regular Interest ending with the designation "SUB," so
that the Uncertificated Balance of each such REMIC II Regular Interest is equal
to 0.01% of the excess of (x) the aggregate Stated Principal Balance of the
Mortgage Loans in the related Loan Group over (y) the current Certificate
Principal Balance of the Class A Certificate in the related Loan Group (except
that if any such excess is a larger number than in the preceding distribution
period, the least amount of Realized Losses shall be applied to such REMIC II
Regular Interests such that the REMIC II Subordinated Balance Ratio is
maintained); and third,



                                     IV-16
<PAGE>



any remaining Realized Losses shall be allocated to REMIC II Regular Interest
II-LTXX.






                                     IV-17
<PAGE>



                                  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 in the Preliminary Statement, integral multiples of $1.00 in
excess thereof (except that one Certificate in each Class may be issued in a
different amount that must exceed the applicable minimum denomination) and
aggregate denominations per Class set forth in 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 the Holder at a bank or other entity having appropriate
         facilities therefor, if the Holder has so notified the Trustee at least
         five Business Days before the related Record Date and

                  (y) by check mailed by first class mail to the
         Certificateholder at the address of such holder appearing in the
         Certificate Register.

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

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

                  Section 5.02 CERTIFICATE REGISTER; REGISTRATION OF TRANSFER
                               AND EXCHANGE OF CERTIFICATES.

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



                                      V-1
<PAGE>


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

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

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

         (b) No transfer of a Private Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws or is exempt from the
registration requirements under said Act and any applicable state securities
laws. If a transfer is to be made in reliance on an exemption from the
Securities Act and any applicable state securities laws, to assure compliance
with the Securities Act and any applicable state securities laws, the
Certificateholder desiring to effect the transfer shall certify to the Trustee
in writing the facts surrounding the transfer in substantially the form in
Exhibit J (the "TRANSFEROR CERTIFICATE") and either (i) deliver to the Trustee a
letter in substantially the form of Exhibit L (the "RULE 144A LETTER") or (ii)
deliver to the Trustee at the expense of the transferor an Opinion of Counsel
that the transfer may be made without registration under the Securities Act. The
Depositor shall provide to any Holder of a Private Certificate and any
prospective transferee designated by the Holder of a Private Certificate,
information regarding the related Certificates and the Mortgage Loans and any
other information necessary to satisfy the condition to eligibility in Rule
144A(d)(4) for transfer of the Certificate without registration thereof under
the Securities Act pursuant to the registration exemption provided by Rule 144A.
The Trustee and the Master Servicer shall cooperate with the Depositor in
providing the Rule 144A information referenced in the preceding sentence,
including providing to the Depositor such information regarding the
Certificates, the Mortgage Loans, and other matters regarding the Trust Fund the
Depositor reasonably requests to meet its obligation under the preceding
sentence. Each Holder of a Private Certificate desiring to effect a transfer
shall, and does hereby agree to, indemnify the Trustee, the NIM Insurer, the
Depositor, the Seller, and the Master Servicer against any liability that may
result if the transfer is not so exempt or is not made in accordance with such
federal and state laws.

         No transfer of an ERISA-Restricted Certificate shall be made unless the
Trustee and the NIM Insurer shall have received either

                  (i) a representation from the transferee of such Certificate
         acceptable to and in form and substance satisfactory to the Trustee and
         the NIM Insurer (if the Certificate is a Private Certificate, the
         requirement is satisfied only by the Trustee's receipt of a
         representation letter from the transferee substantially in the form of
         Exhibit L, and if the Certificate is a Residual Certificate, the
         requirement is satisfied only by the Trustee's receipt of a Transfer
         Affidavit from the transferee substantially in the form of Exhibit



                                      V-2
<PAGE>



         I), to the effect that (x) the transferee is not an employee benefit
         plan or arrangement subject to Section 406 of ERISA or a plan subject
         to Section 4975 of the Code, or a Person acting on behalf of any such
         plan or arrangement or using the assets of any such plan or arrangement
         to effect the transfer, or (y) if the ERISA-Restricted Certificate is
         not a Class C or Class R Certificate and has been the subject of an
         ERISA-Qualifying Underwriting and the purchaser is an insurance
         company, a representation that the purchaser is an insurance company
         that is purchasing such Certificates with funds contained in an
         "insurance company general account" (as such term is defined in Section
         V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60") and
         that the purchase and holding of such Certificates are covered under
         Sections I and III of PTCE 95-60, or

                  (ii) in the case of any ERISA-Restricted Certificate presented
         for registration in the name of an employee benefit plan subject to
         ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
         comparable provisions of any subsequent enactments), or a trustee of
         any such plan or any other Person acting on behalf of any such plan or
         arrangement or using such plan's or arrangement's assets, an Opinion of
         Counsel satisfactory to the Trustee, the NIM Insurer, and the Master
         Servicer, which Opinion of Counsel shall not be an expense of the
         Trustee, the NIM Insurer, the Master Servicer, or the Trust Fund,
         addressed to the Trustee, to the effect that the purchase or holding of
         such ERISA-Restricted Certificate will not result in a nonexempt
         prohibited transaction under ERISA or Section 4975 of the Code and will
         not subject the Trustee, the NIM Insurer, or the Master 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 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, the attempted transfer or acquisition shall be
void.

         Each beneficial owner of a Subordinated Certificate (other than a Class
M-10 Certificate) or any interest therein shall be deemed to have represented,
by virtue of its acquisition or holding of that certificate or interest therein,
that either (i) it is not a Plan or investing with assets of Plan, (ii) it has
acquired and is holding such certificate in reliance on the Exemption, and that
it understands that there are certain conditions to the availability of the
Exemption, including that such certificate must be rated, at the time of
purchase, not lower than "BBB-" (or its equivalent) by S&P, Fitch or Moody's,
and such certificate is so rated, or (iii) (1) it is an insurance company, (2)
the source of funds used to acquire or hold the certificate or interest therein
is an "insurance company general account," as such term is defined in PTCE
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.

         To the extent permitted under applicable law (including ERISA), the
Trustee shall not be liable to any Person for any registration of transfer of
any ERISA-Restricted Certificate that is in fact not permitted by this Section
5.02(b) or for making any payments due on such Certificate to the Holder thereof
or taking any other action with respect to such Holder under



                                      V-3
<PAGE>



this Agreement so long as the transfer was registered by the Trustee in
accordance with the foregoing requirements.

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

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

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

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



                                      V-4
<PAGE>



         shall be paid and delivered by the Trustee to the last preceding
         Permitted Transferee of such Certificate.

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

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

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

         (e) Except as provided below, the Book-Entry Certificates shall at all
times remain registered in the name of the Depository or its nominee and at all
times:

                  (i) registration of the Certificates may not be transferred by
         the Trustee except to another Depository;

                  (ii) the Depository shall maintain book-entry records with
         respect to the Certificate Owners and with respect to ownership and
         transfers of such Book-Entry Certificates;

                  (iii) ownership and transfers of registration of the
         Book-Entry Certificates on the books of the Depository shall be
         governed by applicable rules established by the Depository;

                  (iv) the Depository may collect its usual and customary fees,
         charges, and expenses from its Depository Participants;

                  (v) the Trustee shall deal with the Depository, Depository
         Participants, and indirect participating firms as representatives of
         the Certificate Owners of the Book-Entry Certificates for purposes of
         exercising the rights of holders under this Agreement, and requests and
         directions for and votes of such representatives shall not be deemed to
         be inconsistent if they are made with respect to different Certificate
         Owners; and




                                      V-5
<PAGE>



                  (vi) the Trustee may rely and shall be fully protected in
         relying upon information furnished by the Depository with respect to
         its Depository Participants and furnished by the Depository
         Participants with respect to indirect participating firms and persons
         shown on the books of such indirect participating firms as direct or
         indirect Certificate Owners.

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

         If (x)

                  (i) the Depository or the Depositor advises the Trustee in
         writing that the Depository is no longer willing or able to properly
         discharge its responsibilities as Depository, and

                  (ii) the Trustee or the Depositor is unable to locate a
         qualified successor, or

         (y)  after the occurrence of an Event of Default,

Certificate Owners representing at least 51% of the Certificate Balance of the
Book-Entry Certificates together advise the Trustee and the Depository through
the Depository Participants in writing that the continuation of a book-entry
system through the Depository is no longer in the best interests of the
Certificate Owners, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
definitive, fully-registered Certificates (the "DEFINITIVE CERTIFICATES") to
Certificate Owners requesting the same. Upon surrender to the Trustee of the
related Class of Certificates by the Depository, accompanied by the instructions
from the Depository for registration, the Trustee shall issue the Definitive
Certificates. Neither the Master Servicer, the Depositor, nor the Trustee shall
be liable for any delay in delivery of such instruction, and each may
conclusively rely on, and shall be protected in relying on, such instructions.
The Master Servicer shall provide the Trustee with an adequate inventory of
certificates to facilitate the issuance and transfer of Definitive Certificates.
Upon the issuance of Definitive Certificates all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder; PROVIDED
that the Trustee shall not by virtue of its assumption of such obligations
become liable to any party for any act or failure to act of the Depository.

                  Section 5.03 MUTILATED, DESTROYED, LOST, OR STOLEN
                               CERTIFICATES.

         If

         (a) any mutilated Certificate is surrendered to the Trustee, or

         (b) the Trustee receives evidence to its satisfaction of the
destruction, loss, or theft of any Certificate and the Master Servicer, the NIM
Insurer, and the Trustee receive the security or indemnity required by them to
hold each of them harmless, then, in the absence of notice to the Trustee that
the Certificate has been acquired by a Protected Purchaser, and if the
requirements



                                      V-6
<PAGE>



of Section 8-406 of the UCC are met and subject to Section 8-405 of
the UCC, the Trustee shall execute, countersign, and deliver, in exchange for or
in lieu of any mutilated, destroyed, lost, or stolen Certificate, a new
Certificate of like Class, tenor, and Percentage Interest. In connection with
the issuance of any new Certificate under this Section 5.03, the Trustee may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership, as if originally issued, whether or not the
lost, stolen, or destroyed Certificate is found at any time.

                  Section 5.04 PERSONS DEEMED OWNERS.

         The Master Servicer, the Trustee, the NIM Insurer, and any agent of the
Master Servicer or the Trustee may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Master Servicer, the Trustee, the NIM Insurer, nor
any agent of the Master Servicer or the Trustee shall be affected by any notice
to the contrary.

                  Section 5.05 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
                               ADDRESSES.

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

                  Section 5.06 MAINTENANCE OF OFFICE OR AGENCY.

         The Trustee will maintain at its expense an office or agency in
Manhattan, New York City. Currently, that office is located at c/o DTC Transfer
Services, 55 Water Street, Jeanette Park Entrance, New York, New York 10041,
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee will give prompt written notice to the Certificateholders of any
change in the location of its office or agency.





                                      V-7
<PAGE>



                                   ARTICLE SIX

                      THE DEPOSITOR AND THE MASTER SERVICER

                  Section 6.01 RESPECTIVE LIABILITIES OF THE DEPOSITOR AND THE
                               MASTER SERVICER.

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

                  Section 6.02 MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE
                               MASTER SERVICER.

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

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

                  Section 6.03 LIMITATION ON LIABILITY OF THE DEPOSITOR, THE
                               SELLER, THE MASTER SERVICER, AND OTHERS.

         None of the Depositor, the Seller, the Master Servicer, the NIM
Insurer, or any of the directors, officers, employees, or agents of the
Depositor, the Seller, the NIM Insurer, or the Master Servicer shall be liable
to the Certificateholders for any action taken or for refraining from taking any
action in good faith pursuant to this Agreement, or for errors in judgment. This
provision shall not protect the Depositor, the Seller, the Master Servicer, or
any such person against any breach of representations or warranties made by it
herein or protect the Depositor, the Seller, the Master Servicer, or any such
person from any liability that would otherwise be imposed for willful
misfeasance, bad faith, or gross negligence in the performance of duties or
because of reckless disregard of obligations and duties hereunder.

         The Depositor, the Seller, the Master Servicer, the NIM Insurer, and
any director, officer, employee, or agent of the Depositor, the Seller, the NIM
Insurer, or the Master 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.




                                      VI-1
<PAGE>


         The Depositor, the NIM Insurer, the Seller, the Master Servicer, and
any director, officer, employee, or agent of the Depositor, the Seller, the NIM
Insurer or the Master Servicer shall be indemnified by the Trust Fund for any
loss, liability, or expense incurred in connection with any audit, controversy,
or judicial proceeding relating to a governmental taxing authority or any legal
action relating to this Agreement or the Certificates, other than any loss,
liability, or expense related to any specific Mortgage Loans (except any loss,
liability, or expense otherwise reimbursable pursuant to this Agreement) and any
loss, liability, or expense incurred because of willful misfeasance, bad faith,
or gross negligence in the performance of duties hereunder or because of
reckless disregard of duties hereunder.

         None of the Depositor, the NIM Insurer, the Seller, or the Master
Servicer need appear in, prosecute, or defend any legal action that is not
incidental to its respective duties hereunder and that in its opinion may
involve it in any expense or liability. Any of the Depositor, the NIM Insurer,
the Seller, or the Master Servicer may in its discretion undertake any such
action that it deems 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 the
action and any liability resulting from it shall be expenses, costs, and
liabilities of the Trust Fund, and the Depositor, the NIM Insurer, the Seller,
and the Master Servicer shall be entitled to be reimbursed therefor out of the
Certificate Account.

                  Section 6.04 LIMITATION ON RESIGNATION OF THE MASTER SERVICER.

         The Master Servicer shall not resign from the obligations hereby
imposed on it except (a) upon appointment of a successor servicer that is
reasonably acceptable to the Trustee and the NIM Insurer and receipt by the
Trustee of a letter from each Rating Agency that the resignation and appointment
will not result in a downgrading of the rating of any of the Certificates or (b)
upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination under clause (b) permitting the
resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
to that effect delivered to the Trustee. No such resignation shall become
effective until the Trustee or a successor Master Servicer shall have assumed
the Master Servicer's obligations hereunder.

                  Section 6.05 INSPECTION.

         The Master Servicer, in its capacity as Master Servicer, shall afford
the Trustee and the NIM Insurer, upon reasonable advance notice, during normal
business hours, access to all records maintained by the Master Servicer in
respect of its rights and obligations hereunder and access to officers of the
Master Servicer responsible for such obligations. Upon request, the Master
Servicer shall furnish to the Trustee and the NIM Insurer its most recent
publicly available financial statements and any other information relating to
its capacity to perform its obligations under this Agreement reasonably
requested by the NIM Insurer.





                                      VI-2
<PAGE>



                                 ARTICLE SEVEN

                                     DEFAULT

                  Section 7.01 EVENTS OF DEFAULT.

         "EVENT OF DEFAULT," wherever used herein, means any one of the
following events:

         (a) any failure by the Master Servicer to deposit in the Certificate
Account or remit to the Trustee any payment (other than a payment required to be
made under Section 4.01) required to be made by it under this Agreement, which
failure continues unremedied for five days after the date on which written
notice of the failure has been given to the Master Servicer by the Trustee, the
NIM Insurer, or the Depositor, or to the Master Servicer, the NIM Insurer, and
the Trustee by the Holders of Certificates of any Class evidencing not less than
25% of the aggregate Percentage Interests of the Class; or

         (b) any failure by the Master Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Master Servicer contained in this Agreement, 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 Master Servicer by the Trustee, the NIM Insurer, or the Depositor,
or to the Master Servicer, the NIM Insurer, and the Trustee by the Holders of
Certificates of any Class evidencing not less than 25% of the Percentage
Interests of the Class; PROVIDED that the sixty-day cure period shall not apply
to the initial delivery of the Mortgage File for Delayed Delivery Mortgage Loans
nor the failure to repurchase or substitute in lieu thereof; or

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

         (d) the Master 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 Master
Servicer or all or substantially all of the property of the Master Servicer; or

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

         If an Event of Default described in clauses (a) through (e) of this
Section 7.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have




                                     VII-1
<PAGE>



been remedied, the Trustee may, or at the direction of the NIM Insurer or the
Holders of Certificates of any Class evidencing not less than 662/3% of the
Percentage Interests of the Class, the Trustee shall by notice in writing to the
Master Servicer (with a copy to each Rating Agency), terminate all of the rights
and obligations of the Master Servicer under this Agreement and in the Mortgage
Loans and the proceeds thereof, other than its rights as a Certificateholder
hereunder. On and after the receipt by the Master Servicer of such written
notice, all authority and power of the Master 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 Master Servicer failed to
make, whether or not the obligations of the Master Servicer have been terminated
pursuant to this Section.

         The Trustee is hereby authorized and empowered to execute and deliver,
on behalf of the Master 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 Master Servicer to pay amounts owed pursuant to Article VIII. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including the
transfer to the Trustee of all cash amounts that shall at the time be credited
to the Certificate Account, or thereafter be received with respect to the
Mortgage Loans. If the Master 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 Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a Scheduled Payment on a Mortgage Loan that was due before
the notice terminating the Master Servicer's rights and obligations as Master
Servicer hereunder and received after the notice, that portion thereof to which
the Master Servicer would have been entitled pursuant to Sections 3.11(a)(i)
through (viii), and any other amounts payable to the Master Servicer hereunder
the entitlement to which arose before the termination of its activities
hereunder.

         Section 7.02 TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.

         On and after the time the Master 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 Master Servicer in its
capacity as Master Servicer under this Agreement and the transactions provided
for herein and shall be subject to all the responsibilities, duties and
liabilities (other than any liabilities incurred by the Master Servicer prior to
its termination hereunder) relating thereto placed on the Master 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 Master Servicer
would have been entitled to charge to the Certificate Account or Distribution
Account if the Master Servicer had continued to act hereunder.

         Notwithstanding the foregoing, if the Trustee has become the successor
to the Master Servicer in accordance with Section 7.01, the Trustee may, if it
shall be unwilling to so act, or shall, if it is prohibited by applicable law
from making Advances pursuant to Section 4.01 or if it is otherwise unable to so
act, appoint, or petition a court of competent jurisdiction to appoint, any
established mortgage loan servicing institution reasonably acceptable to the NIM
Insurer (as




                                     VII-2
<PAGE>



evidenced by the prior written consent of the NIM Insurer) the appointment of
which does not adversely affect the then current rating of the Certificates and
the NIM Insurer guaranteed notes by each Rating Agency, as the successor to the
Master Servicer hereunder in the assumption of all or any part of the
obligations of the Master Servicer hereunder.

         Any successor to the Master Servicer shall be an institution that is a
FNMA and FHLMC approved seller/servicer in good standing, that has a net worth
of at least $15,000,000, that is willing to service the Mortgage Loans, and that
executes and delivers to the Depositor and the Trustee an agreement accepting
such delegation and assignment, containing an assumption by it of the rights and
obligations of the Master Servicer (other than liabilities of the Master
Servicer under Section 6.03 incurred before termination of the Master Servicer
under Section 7.01), with like effect as if originally named as a party to this
Agreement; PROVIDED that each Rating Agency acknowledges that its rating of the
Certificates in effect immediately before the assignment and delegation will not
be qualified or reduced, as a result of the assignment and delegation.

         Pending appointment of a successor to the Master Servicer hereunder,
the Trustee, unless the Trustee is prohibited by law from so acting, shall,
subject to Section 3.05, act in such capacity as hereinabove provided. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of the successor out of payments on Mortgage
Loans as it and the successor shall agree. No such compensation shall exceed the
Master Servicing Fee Rate. The Trustee and the successor shall take any action,
consistent with this Agreement, necessary to effectuate the succession.

         Neither the Trustee nor any other successor Master Servicer shall be
deemed to be in default hereunder because of any failure to make, or any delay
in making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties hereunder, in either case caused
by the failure of the Master Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents, or records to it. The
appointment of a successor Master Servicer shall not affect any liability of the
predecessor Master Servicer that my have arisen under this Agreement before its
termination as Master Servicer to pay any deductible under an insurance policy,
to indemnify any person, or otherwise, nor shall any successor Master Servicer
be liable for any acts or omissions of the predecessor Master Servicer or for
any breach by the Master Servicer of any of its representations and warranties
contained in this Agreement.

         In connection with the termination or resignation of the Master
Servicer hereunder, either (i) the successor Master Servicer, including the
Trustee if the Trustee is acting as successor Master 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 Master Servicer shall cooperate with the successor
Master Servicer either (x) in causing MERS to execute and deliver an assignment
of Mortgage in recordable form to transfer the Mortgage from MERS to the Trustee
and to execute and deliver such other notices, documents and other instruments
as may be necessary or desirable to effect a transfer of such Mortgage Loan or
servicing of such Mortgage Loan on the MERS(R) System to the successor Master
Servicer or (y) in causing MERS to designate on the MERS(R) System the successor
Master Servicer as the servicer of such Mortgage Loan. The predecessor Master
Servicer shall file or cause to be filed any such assignment in the appropriate
recording office. The successor Master Servicer shall cause such assignment to
be delivered to the Trustee promptly upon



                                     VII-3
<PAGE>



receipt of the original with evidence of recording thereon or a copy certified
by the public recording office in which such assignment was recorded.

         Any successor to the Master Servicer as Master Servicer shall give
notice to the NIM Insurer and the Mortgagors of the change of servicer and
shall, during the term of its service as Master Servicer, maintain in force the
policy or policies that the Master Servicer is required to maintain pursuant to
Section 6.05.

         Section 7.03 NOTIFICATION TO CERTIFICATEHOLDERS.

         (a) Upon any termination of or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and 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 Event of Default hereunder known to the Trustee, unless the Event
of Default has been cured or waived.




                                     VII-4
<PAGE>




                                 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 the duties specifically set forth in this
Agreement. If an Event of Default has occurred and remains uncured, the Trustee
shall exercise such of the rights and powers vested in it by this Agreement, and
use the same degree of care and skill in their exercise as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs.

         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. If any such instrument is found not to conform to
the requirements of this Agreement in a material manner, the Trustee shall take
any action it deems appropriate to have the instrument corrected, and if the
instrument is not corrected to the Trustee's satisfaction, the Trustee shall
notify the Certificateholders of the defect. The Trustee shall not be
responsible for the accuracy or content of any resolution, certificate,
statement, opinion, report, document, order, or other instrument.

         No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own willful misconduct.

         Unless an Event of Default known to the Trustee has occurred and is
continuing,

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

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

         (c) the Trustee shall not be liable with respect to any action taken,
suffered, or omitted to be taken by it in good faith in accordance with the
direction of the NIM Insurer or Holders of Certificates evidencing not less than
25% of the Voting Rights of Certificates relating to the time, method, and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Agreement.

         Section 8.02 CERTAIN MATTERS AFFECTING THE TRUSTEE.



                                     VIII-1
<PAGE>


         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 the NIM Insurer or Holders
of Certificates evidencing not less than 25% of the Voting Rights allocated to
each Class of Certificates;

         (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 need not exercise any of the trusts, rights, or powers
vested in it by this Agreement or to institute, conduct, or defend any
litigation in connection with this Agreement at the request, order, or direction
of the NIM Insurer or any of the Certificateholders pursuant to this Agreement
unless the NIM Insurer or the Certificateholders shall have offered to the
Trustee reasonable security or indemnity satisfactory to the Trustee against the
costs, expenses, and liabilities that may be incurred in connection therewith;

         (j) the Trustee or its Affiliates are permitted to receive additional
compensation that could be deemed to be in the Trustee's economic self interest
for (i) serving as investment adviser, administrator, shareholder, servicing
agent, custodian or sub-custodian with respect to



                                     VIII-2
<PAGE>



certain of the Permitted Investments, (ii) using Affiliates to effect
transactions in certain Permitted Investments and (iii) effecting transactions
in certain Permitted Investments. The Trustee does not guarantee the performance
of any Permitted Investments; and.

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

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

                  Section 8.03 TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE
                               LOANS.

         The recitals contained herein and in the Certificates shall be taken as
the statements of the Depositor or the Seller, as the case may be, and the
Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Mortgage Loan or related document or of MERS or the
MERS(R) System 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 Master Servicer of any funds paid
to the Depositor or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Certificate Account by the Depositor or the
Master 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 Master Servicer).

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

                  Section 8.04 TRUSTEE MAY OWN CERTIFICATES.

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

                  Section 8.05 TRUSTEE'S FEES AND EXPENSES.

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



                                     VIII-3
<PAGE>



        (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 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 Seller shall pay or reimburse the Trustee, for all
reasonable expenses, disbursements, and advances incurred or made by the Trustee
in accordance with this Agreement with respect to

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

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

                           (C) printing and engraving expenses in connection
                  with preparing any Definitive Certificates.

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

                  Section 8.06 ELIGIBILITY REQUIREMENTS FOR THE TRUSTEE.

         The Trustee hereunder shall at all times be a corporation or
association organized and doing business under the laws of a state or the United
States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by federal or state authority and with a credit
rating that 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 disclosed in its most recent report of condition so published. If at
any time the Trustee ceases 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 Master Servicer and
its affiliates. The Trustee may not be an affiliate of the Seller, the
Depositor, or the Master Servicer, other than the Trustee in its role as
successor to the Master Servicer. The principal office of the Trustee (other
than the initial Trustee) shall be in a state with respect to which an Opinion
of Counsel has been delivered to the Trustee at the time the Trustee is
appointed Trustee to the effect that the Trust will not be a taxable entity
under the laws of that state.



                                     VIII-4
<PAGE>


                  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
Master Servicer, and each Rating Agency not less than 60 days before the date
specified in the notice, when, subject to Section 8.08, the resignation is to
take effect, and acceptance by a successor trustee in accordance with Section
8.08 meeting the qualifications in Section 8.06. If no successor trustee meeting
those qualifications shall have been so appointed and have accepted appointment
within 30 days after the notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee reasonably acceptable to the NIM Insurer.

         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
NIM Insurer or 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 the tax would be avoided by
the appointment of a different trustee, then the Depositor, the NIM Insurer, or
the Master Servicer may remove the Trustee and appoint a successor trustee
reasonably acceptable to the NIM Insurer by written instrument, in triplicate,
one copy of which shall be delivered to the Trustee, one copy to the Master
Servicer, and one copy to the successor trustee.

         The NIM Insurer or the Holders of Certificates (other than the Master
Servicer, Seller, Depositor, or any affiliates or agents thereof) entitled to at
least 51% of the Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by
the NIM Insurer or the Holders or their attorneys-in-fact duly authorized, as
the case may be, one complete set of which shall be delivered by the successor
Trustee to the Master Servicer, one complete set to the Trustee so removed, and
one complete set to the successor so appointed. The successor trustee shall
notify each Rating Agency of any removal of the Trustee.

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

                  Section 8.08 SUCCESSOR TRUSTEE.

         Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge, and deliver to the Depositor, its predecessor trustee, and
the Master Servicer an instrument accepting its appointment hereunder and
thereupon the resignation or removal of the predecessor trustee shall become
effective and the successor trustee, without any further act, deed, or
conveyance, shall become fully vested with all the rights and obligations of its
predecessor hereunder, with the like effect as if originally named as trustee
herein. The Depositor, the Master 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 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, is reasonably



                                     VIII-5
<PAGE>



acceptable to the NIM Insurer, and its appointment does not adversely affect the
then current rating of the Certificates.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
trustee hereunder to the NIM Insurer and all Holders of Certificates. If the
Depositor fails to mail the notice within 10 days after acceptance of
appointment by the successor trustee, the successor trustee shall cause the
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 if the successor corporation is eligible under Section
8.06 without the execution or filing of any paper or further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

                  Section 8.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

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

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

         (a) To the extent necessary to effectuate the purposes of this Section
8.10, all rights 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 Master 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 Master
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform
such act or acts, in which event such rights and obligations (including holding
title to the applicable Trust Fund or any portion thereof in any



                                     VIII-6
<PAGE>



such jurisdiction) shall be exercised and performed singly by such separate
trustee or co-trustee, but solely at the direction of the Trustee;

         (b) No trustee hereunder shall be held personally liable because of any
act or omission of any other trustee hereunder and such appointment shall not,
and shall not be deemed to, constitute any such separate trustee or co-trustee
as agent of the Trustee;

         (c) The Trustee, with the consent of the NIM Insurer, may at any time
accept the resignation of or remove any separate trustee or co-trustee; and

         (d) The Master 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
Master Servicer and the Depositor.

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

                  Section 8.11 TAX MATTERS.

         It is intended that the assets with respect to which any REMIC election
pertaining to the Trust Fund is to be made, as described in the Preliminary
Statement, shall constitute, and that the conduct of matters relating to such
assets shall be such as to qualify such assets as, a "real estate mortgage
investment conduit" as defined in and in accordance with the REMIC Provisions.
In furtherance of such intention, the Trustee covenants and agrees that it shall
act as agent (and the Trustee is hereby appointed to act as agent) on behalf of
any REMIC created hereunder and that in such capacity it shall:

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



                                     VIII-7
<PAGE>



         (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 8811, and update
such information at the time or times in the manner required by the Code;

         (c) make an election that each REMIC created under this Agreement be
treated as a REMIC on the federal tax return for its first taxable year (and, if
necessary, under applicable state law);

         (d) prepare and forward to the Certificateholders and to the Internal
Revenue Service and, if necessary, state tax authorities, all information
returns and reports as and when required to be provided to them in accordance
with the REMIC Provisions, including the calculation of any original issue
discount using the Prepayment Assumption (as defined in the Prospectus
Supplement);

         (e) provide information necessary for the computation of tax imposed on
the transfer of a Residual Certificate to a Person that is not a Permitted
Transferee, or an agent (including a broker, nominee, or other middleman) of a
Non-Permitted Transferee, or a pass-through entity in which a Non-Permitted
Transferee is the record holder of an interest (the reasonable cost of computing
and furnishing such information may be charged to the Person liable for such
tax);

         (f) to the extent that they are under its control, conduct matters
relating to such assets at all times that any Certificates are outstanding so as
to maintain the status of any REMIC created hereunder as a REMIC under the REMIC
Provisions;

         (g) pay, from the sources specified in the last paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on any REMIC created under this
Agreement before its termination when and as the same shall be due and payable
(but such obligation shall not prevent the Trustee or any other appropriate
Person from contesting any such tax in appropriate proceedings and shall not
prevent the Trustee from withholding payment of such tax, if permitted by law,
pending the outcome of such proceedings);

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

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

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



                                     VIII-8
<PAGE>



         (k) none of the Depositor, Master Servicer or the Trustee shall
knowingly or intentionally take any action or omit to take any action that would
cause the termination of any REMIC, or result in the imposition of any
non-indemnification taxes on any REMIC, created under this Agreement.

         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. Moreover, the Depositor
shall provide information to the Trustee concerning the value to each Class of
Certificates of the right to receive Net WAC Cap Carry Forward Amounts from the
Excess Reserve Fund Account. Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor any additional information or
data that the Trustee may, from time to time, reasonably request to enable the
Trustee to perform its duties under this Agreement. The Depositor hereby
indemnifies the Trustee for any losses, liabilities, damages, claims, or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause to
be provided, accurate information or data to the Trustee on a timely basis.

         If any tax is imposed on "prohibited transactions" of any REMIC as
defined in Section 860F(a)(2) of the Code, on the "net income from foreclosure
property" of any REMIC created under this Agreement as defined in Section
860G(c) of the Code, on any contribution to any REMIC created under this
Agreement after the Startup Day pursuant to Section 860G(d) of the Code, or any
other tax is imposed, including any minimum tax imposed on any REMIC created
under this Agreement pursuant to Sections 23153 and 24874 of the California
Revenue and Taxation Code, if not paid as otherwise provided for herein, the tax
shall be paid by (i) the Trustee if such tax or any other tax arises out of or
results from negligence of the Trustee in the performance of any of its
obligations under this Agreement, (ii) the Master 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 Master Servicer or Seller of any of their obligations under this
Agreement, (iii) the Seller if such tax arises out of or results from the
Seller's obligation to repurchase a Mortgage Loan pursuant to Section 2.02 or
2.03, or (iv) in all other cases, or if the Trustee, the Master Servicer, or the
Seller fails to honor its obligations under the preceding clauses (i), (ii), or
(iii), any such tax will be paid with amounts otherwise to be distributed to the
Certificateholders, as provided in Section 3.09(b).

         The Trustee shall treat the Excess Reserve Fund Account as an outside
reserve fund within the meaning of Treasury Regulation 1.860G-2(h) that is owned
by the holders of the Class C Certificates, and that is not an asset of any
REMIC created hereunder. The Trustee shall treat the rights of the holders of
each Class of Certificates (other than the Class C, Class P and Class R
Certificates) to receive payments from the Excess Reserve Fund Account as rights
in an interest rate corridor contract written by: (i) the counterparty in
respect of the Cap Contract in respect of any Net WAC Shortfalls funded by the
Cap Contract and in respect of any residual payments from each such Cap Contract
received by the Class C Certificates, and (ii) the holders the Class C
Certificates in respect of any Net WAC Shortfalls that are not funded by the Cap
Contract, in each case in favor of the other Certificateholders. Thus, each
Certificate (other than the Class C, Class P and Class R Certificates) shall be
treated as representing ownership of not only REMIC regular interest, but also
ownership of an interest in an interest rate cap contract. For purposes of
determining the issue price of the Master REMIC regular interests, the Trustee
shall assume that the interest rate corridor contracts in respect of



                                     VIII-9
<PAGE>



the Class A and Subordinate Certificates (other than the Class P and Class C
Certificates) have a value of 7 basis points of the aggregate Class Certificate
Balance of the Certificates.

                  Section 8.12 PERIODIC FILINGS.

         Beginning with the first Distribution Date, the Trustee, pursuant to
written instructions of the Depositor (which instructions shall be deemed to be
this Section 8.12), shall prepare and file all periodic reports required under
the Exchange Act in conformity with the terms of the relief granted to issuers
similar to the Trust Fund. The Trustee shall execute the Form 8-Ks pursuant to a
limited power of attorney from the Depositor which shall terminate upon written
notice from the Depositor or the termination of this Agreement. In connection
with the preparation and filing of such periodic reports, the Depositor and the
Master Servicer shall timely provide to the Trustee all material information
available to them that is required to be included in such reports and not known
to them to be in the possession of the Trustee and such other information as the
Trustee reasonably may request from either of them (including any certification
required pursuant to Section 3.02(a) of the Sarbanes-Oxley Act of 2002 and any
regulations promulgated thereunder (the "REQUIRED CERTIFICATIONS")) and
otherwise reasonably shall cooperate with the Trustee. The Depositor shall
execute the Form 10-Ks and the Required Certifications. The Trustee shall have
no responsibility for making any of the Required Certifications; provided,
however, that upon the request of the Master Servicer or the Depositor in
connection with the delivery of the Required Certifications on behalf of the
Trust Fund, the Trustee shall furnish to the Master Servicer or the Depositor,
as applicable, a certificate signed by an officer of the Trustee (the "TRUSTEE
CERTIFICATION"), which is attached as Exhibit O to this Agreement. The Trustee
shall indemnify and hold harmless the Master Servicer and the Depositor, their
respective officers and directors from and against any and all losses, claims,
expenses, damages or liabilities, as and when such losses, claims, expenses,
damages or liabilities are incurred, insofar as such losses, claims, expenses,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement of any material fact contained in the Trustee
Certification. The Trustee shall prepare the Form 10-K and provide such to the
Depositor by March 10th of each year, commencing in 2005. The Depositor shall
execute such Form 10-K upon its receipt and shall provide the original of such
executed Form 10-K to the Trustee no later than five Business Days following its
receipt from the Trustee.

         Prior to January 30th of the first year in which the Trustee is able to
do so under applicable law, the Trustee shall file under the Exchange Act a Form
15D Suspension Notification with respect to the Trust Fund. The Trustee shall
have no liability with respect to any failure to properly prepare or file such
periodic reports resulting from or relating to the Trustee's inability or
failure to obtain any information not resulting from its own negligence or
willful misconduct.

         The Trustee and any director, officer, employee, or agent of the
Trustee shall be indemnified by the Master Servicer against any loss, liability,
or expense (including reasonable attorney's fees) incurred in connection with
any claim or legal action relating to the preparation of the Required
Certification, other than any loss, liability or expense incurred because of
willful misfeasance, bad faith or negligence in the performance of any of the
Trustee's duties under this Agreement or incurred by reason of any action of the
Trustee taken at the direction of the Certificateholders under this Agreement.
This indemnity shall survive the termination of this Agreement or the
resignation or removal of the Trustee under this Agreement.

                  Section 8.13 [RESERVED]



                                    VIII-10
<PAGE>


                  Section 8.14 [RESERVED]

                  Section 8.15 ACCESS TO RECORDS OF TRUSTEE.

         The Trustee shall afford the Seller, the Depositor, the Master
Servicer, the NIM Insurer, and each Certificateholder or Certificate Owner upon
reasonable notice during normal business hours, access to all records maintained
by the Trustee in respect of its duties under this Agreement and access to
officers of the Trustee responsible for performing its duties. Upon request, the
Trustee shall furnish the Depositor, the Master Servicer, the NIM Insurer, and
any requesting Certificateholder or Certificate Owner with its most recent
financial statements. The Trustee shall cooperate fully with the Seller, the
Master Servicer, the Depositor, the NIM Insurer, and the Certificateholder or
Certificate Owner for review and copying any books, documents, or records
requested with respect to the Trustee's duties under this Agreement. The Seller,
the Depositor, the Master Servicer, and the Certificateholder or Certificate
Owner shall not have any responsibility or liability for any action for failure
to act by the Trustee and are not obligated to supervise the performance of the
Trustee under this Agreement or otherwise.

                  Section 8.16 SUITS FOR ENFORCEMENT.

         If an Event of Default or other material default by the Master Servicer
or the Depositor under this Agreement occurs and is continuing, at the direction
of the Majority Certificateholders or the NIM Insurer the Trustee shall proceed
to protect and enforce its rights and the rights of the Certificateholders or
the NIM Insurer under this Agreement by a suit, action, or proceeding in equity
or at law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Agreement or in aid of the execution of any power
granted in this Agreement or for the enforcement of any other legal, equitable,
or other remedy, as the Trustee, being advised by counsel, and subject to the
foregoing, shall deem most effectual to protect and enforce any of the rights of
the Trustee, the NIM Insurer, and the Certificateholders.




                                    VIII-11
<PAGE>


                                  ARTICLE NINE

                                   TERMINATION

                  Section 9.01 TERMINATION UPON LIQUIDATION OR PURCHASE OF THE
                               MORTGAGE LOANS.

         Subject to Section 9.03, the obligations of the Depositor, the Master
Servicer, and the Trustee created hereby with respect to the Trust Fund shall
terminate upon the earlier of

         (a) the purchase by the NIM Insurer or the Master Servicer of all
Mortgage Loans (and REO Properties) at the price equal to the SUM OF

                  (i) 100% of the Stated Principal Balance of each Mortgage Loan
         (other than for REO Property) PLUS one month's accrued interest thereon
         at the applicable Mortgage Rate less the Master Servicing Fee Rate,

                  (ii) the LESSER OF (x) the appraised value of any REO Property
         as determined by the higher of two appraisals completed by two
         independent appraisers selected by the Master Servicer at the expense
         of the Master Servicer AND (y) the Stated Principal Balance of each
         Mortgage Loan related to any REO Property, in each case PLUS accrued
         and unpaid interest thereon at the applicable Adjusted Net Mortgage
         Rate 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 remaining in the Trust Fund
         and the disposition of all REO Property and

                  (ii) the distribution to Certificateholders of all amounts
         required to be distributed to them pursuant to this Agreement. In no
         event shall the trusts created hereby continue beyond the expiration of
         21 years from the death of the survivor of the descendants of Joseph P.
         Kennedy, the late Ambassador of the United States to the Court of St.
         James's, living on the date hereof or the Latest Possible Maturity Date
         (as defined in the Preliminary Statement).

         The Master Servicer may repurchase all Mortgage Loans and REO
Properties pursuant to clause (a) above if the aggregate Stated Principal
Balance of the Mortgage Loans, at the time of the repurchase, is less than ten
percent of the aggregate Cut-off Date Principal Balance of the Mortgage Loans.
If the Master Servicer is entitled to repurchase the Mortgage Loans pursuant to
this Section and fails to do so, the NIM Insurer may repurchase all Mortgage
Loans and REO Properties pursuant to clause (a) above after thirty days prior
notice to the Master Servicer if the Master Servicer does not first purchase
them.

                  Section 9.02 FINAL DISTRIBUTION ON THE CERTIFICATES.

         If on any Determination Date, the NIM Insurer or the Master Servicer
determines that there are no Outstanding Mortgage Loans and no other funds or
assets in the Trust Fund other



                                      IX-1
<PAGE>



than the funds in the Certificate Account, the NIM Insurer or the Master
Servicer shall direct the Trustee promptly to send a final distribution notice
to each Certificateholder. If the NIM Insurer or the Master Servicer elects to
terminate the Trust Fund pursuant to clause (a) of Section 9.01, at least 20
days before the date notice is to be mailed to the affected Certificateholders,
the Master Servicer shall notify the Depositor and the Trustee of the date the
Master Servicer intends to terminate the Trust Fund and of the applicable
repurchase price of the Mortgage Loans and REO Properties.

         Notice of any termination of the Trust Fund, specifying the
Distribution Date on which Certificateholders may surrender their Certificates
for payment of the final distribution and cancellation, shall be given promptly
by the Trustee by letter to Certificateholders mailed not earlier than the 10th
day and not later than the 15th day of the month next preceding the month of
such final distribution. Any such notice shall specify (a) the Distribution Date
upon which final distribution on the Certificates will be made upon presentation
and surrender of Certificates at the office therein designated, (b) the amount
of such final distribution, (c) the location of the office or agency at which
such presentation and surrender must be made, and (d) that the Record Date
otherwise applicable to the Distribution Date is not applicable, distributions
being made only upon presentation and surrender of the Certificates at the
office therein specified. The Master Servicer will give such notice to each
Rating Agency at the time such notice is given to Certificateholders.

         If the notice is given, the Master 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 Master Servicer the Mortgage Files for the Mortgage Loans.

         Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class, in each case on
the final Distribution Date and in the order stated in Section 4.02, in
proportion to their respective Percentage Interests, with respect to
Certificateholders of the same Class, an amount equal to (i) as to each Class of
Regular Certificates (except the Class C Certificate), its Certificate Balance
PLUS for each such Class accrued interest thereon in the case of an
interest-bearing Certificate and (ii) as to the Residual Certificates, any
amount remaining on deposit in the Distribution Account (other than the amounts
retained to meet claims) after application pursuant to clause (i) above. By
acceptance of the Residual Certificates, the holders of the Residual
Certificates agree, in connection with any termination hereunder, that their
rights to receive any amounts pursuant to clause (ii) in the immediately
preceding sentence hereby are assigned and transferred and, to the extent
received in respect of such termination, to pay any such amounts to the holders
of the Class C Certificates.

         If any affected Certificateholder does not surrender its Certificates
for cancellation within six 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 that remain a part of
the Trust Fund. If within one year after the second notice all Certificates
shall not have



                                      IX-2
<PAGE>



been surrendered for cancellation, the Class R Certificateholders shall be
entitled to all unclaimed funds and other assets of the Trust Fund that remain
subject hereto.

                  Section 9.03 ADDITIONAL TERMINATION REQUIREMENTS.

         If the NIM Insurer or the Master 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 Master Servicer, to the effect that the failure to comply with the
requirements of this Section 9.03 will not (i) result in the imposition of taxes
on "prohibited transactions" on any REMIC created hereunder as defined in
Section 860F of the Code, or (ii) cause any REMIC created under this Agreement
to fail to qualify as a REMIC at any time that any Certificates are outstanding:

         The Trustee shall sell all of the assets of the Trust Fund to the NIM
Insurer or the Master Servicer, as applicable, and, within 90 days of the sale,
shall distribute to the Certificateholders the proceeds of the sale in complete
liquidation of any REMIC created hereunder.

         The Trustee shall attach a statement to the final federal income tax
return for each of any REMIC created hereunder stating that pursuant to Treasury
Regulation ss. 1.860F-1, the first day of the 90-day liquidation period for each
the REMIC was the date on which the Trustee sold the assets of the Trust Fund to
the NIM Insurer or the Master Servicer.




                                      IX-3
<PAGE>


                                   ARTICLE TEN

                            MISCELLANEOUS PROVISIONS

                  Section 10.01 AMENDMENT.

         This Agreement may be amended from time to time by the Depositor, the
Master Servicer, and the Trustee with the consent of the NIM Insurer and without
the consent of any of the Certificateholders:

         (A) to cure any ambiguity or mistake,

         (B) to correct any defective provision herein or to supplement any
provision herein that may be inconsistent with any other provision herein,

         (C) to conform this Agreement to the Prospectus Supplement,

         (D) to add to the duties of the Depositor, the Seller, or the Master
Servicer,

         (E) to modify, alter, amend, add to or rescind any of the terms or
provisions contained in this Agreement to comply with any rules or regulations
promulgated by the Securities and Exchange Commission from time to time,

         (F) to add any other provisions with respect to matters or questions
arising hereunder, or

         (G) to modify, alter, amend, add to, or rescind any of the provisions
of this Agreement.

No action pursuant to clauses (iv), (vi) or (vii) above may, as evidenced by an
Opinion of Counsel (which Opinion of Counsel shall not be an expense of the
Trustee or the Trust Fund), adversely affect in any material respect the
interests of any Certificateholder. The amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
if the Person requesting the amendment obtains a letter from each Rating Agency
stating that the amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to the Certificates. Any such letter in and
of itself will not represent a determination as to the materiality of any
amendment and will represent a determination only as to the credit issues
affecting any rating. Each party to this Agreement agrees that it will cooperate
with each other party in amending this Agreement pursuant to clause (v) above.

         The Trustee, the Depositor, and the Master Servicer also may at any
time and from time to time amend this Agreement with the consent of the NIM
Insurer and without the consent of the Certificateholders 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 under the Code,



                                      X-1
<PAGE>


                  (ii) avoid or minimize the risk of the imposition of any tax
         on any REMIC created under this Agreement pursuant to the Code that
         would be a claim at any time before the final redemption of the
         Certificates, or

                  (iii) comply with any other requirements of the Code,

if the Trustee has been provided an Opinion of Counsel, which opinion shall be
an expense of the party requesting such opinion but in any case shall not be an
expense of the Trustee or the Trust Fund, to the effect that the action is
necessary or helpful for one of those purposes.

This Agreement may also be amended from time to time by the Depositor, the
Master Servicer, and the Trustee with the consent of the NIM Insurer and the
Holders of Certificates of Certificates evidencing Percentage Interests
aggregating not less than 662/3% of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates. No amendment shall

                  (i) reduce in any manner the amount of, or delay the timing
         of, payments required to be distributed on any Certificate without the
         consent of the Holder of the Certificate,

                  (ii) adversely affect in any material respect the interests of
         the Holders of any Class of Certificates in a manner other than as
         described in (i), without the consent of the Holders of Certificates of
         the Class evidencing, as to the Class, Percentage Interests aggregating
         not less than 662/3%,

                  (iii) amend, modify, add to, rescind, or alter in any respect
         Section 10.13, notwithstanding any contrary provision of this
         Agreement, without the consent of the Holders of Certificates
         evidencing Percentage Interests aggregating not less than 662/3%, and
         for this purpose no Certificates held by the Seller, the Depositor, or
         any Affiliate of either of them shall be eligible to vote or be
         considered Outstanding, or

                  (iv) reduce the aforesaid percentages of Certificates the
         Holders of which are required to consent to any such amendment, without
         the consent of the Holders of all such Certificates then outstanding.

         Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless (i) it shall have
first received an Opinion of Counsel satisfactory to the NIM Insurer, which
opinion shall not be an expense of the Trustee or the Trust Fund, to the effect
that the amendment will not cause the imposition of any tax on any REMIC or the
Certificateholders or cause any REMIC to fail to qualify as a REMIC at any time
that any Certificates are outstanding and (ii) because the Trust Fund is
required to be a Qualifying Special Purpose Entity (as that term is defined in
Statement of Financial Accounting Standards No. 140 ("SFAS 140"), in order for
the Seller to continue to account for the transfer of the Mortgage Loans under
this Agreement as a sale under SFAS 140, prior to the parties hereto entering
into such an amendment, the Trustee shall receive an Officer's Certificate,
which shall not be an expense of the Trustee or the Trust Fund, to the effect
that such amendment would not "significantly change" (within the meaning of SFAS
140) the permitted activities of the Trust Fund so as to cause the Trust Fund to
fail to qualify as a Qualifying Special Purpose Entity.



                                      X-2
<PAGE>


         Promptly after the execution of any amendment to this Agreement
requiring the consent of Certificateholders, the Trustee shall furnish written
notification of the substance or a copy of the amendment to each
Certificateholder and each Rating Agency.

         It shall not be necessary for the consent of Certificateholders under
this Section 10.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if the consent approves its substance. The manner of
obtaining consents and of evidencing the authorization of their execution by
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.

         Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel satisfactory to the NIM
Insurer (which Opinion shall not be an expense of the Trustee or the Trust
Fund), satisfactory to the Trustee that (i) the amendment is permitted 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 in the preceding clause (A) is not required to be reached
pursuant to this Section 10.01.

                  Section 10.02 RECORDATION OF AGREEMENT; COUNTERPARTS.

         This Agreement is subject to recordation in all appropriate public
offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere, the
recordation to be effected by the Master Servicer at its expense, but only upon
receipt of an Opinion of Counsel to the effect that the recordation materially
and beneficially affects the interests of the Certificateholders.

         For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be an original, and all of which shall constitute but one instrument.

                  Section 10.03 GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

                  Section 10.04 INTENTION OF PARTIES.

         It is the express intent of the parties hereto that the conveyance (i)
of the Mortgage Loans by the Seller to the Depositor and (ii) of the Trust Fund
by the Depositor to the Trustee each be, and be construed as, an absolute sale
thereof. It is, further, not the intention of the parties that such conveyances
be deemed a pledge thereof. However, if, notwithstanding the intent of the
parties, the assets are held to be the property of the Seller or Depositor, as
the case may be, or if for any other reason this Agreement is held or deemed to
create a security interest in either such assets, then (i) this Agreement shall
be deemed to be a security agreement within the meaning of the Uniform
Commercial Code of the State of New York and (ii) the



                                      X-3
<PAGE>



conveyances provided for in this Agreement shall be deemed to be an assignment
and a grant (i) by the Seller to the Depositor or (ii) by the Depositor to the
Trustee, for the benefit of the Certificateholders, of a security interest in
all of the assets transferred, whether now owned or hereafter acquired.

         The Seller and the Depositor for the benefit of the NIM Insurer and the
Certificateholders shall, to the extent consistent with this Agreement, take
such actions as may be necessary to ensure that, if this Agreement were deemed
to create a security interest in the Trust Fund, such security interest would be
deemed to be a perfected security interest of first priority under applicable
law and will be maintained as such throughout the term of the Agreement. The
Depositor shall arrange for filing any Uniform Commercial Code continuation
statements in connection with any security interest granted or assigned to the
Trustee for the benefit of the Certificateholders.

                  Section 10.05 NOTICES.

         (a) The Trustee shall promptly notify each Rating Agency of each of the
following of which it has actual knowledge:

                  1. Any material change or amendment to this Agreement;

                  2. The occurrence of any Event of Default that has not been
         cured;

                  3. The resignation or termination of the Master Servicer or
         the Trustee and the appointment of any successor;

                  4. The repurchase or substitution of Mortgage Loans pursuant
         to Section 2.03; and

                  5. The final payment to Certificateholders.

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

                  1. Each report to Certificateholders described in Section
         4.03;

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

                  3. Each annual independent public accountants' servicing
         report described in Section 3.18; and

                  4. Any notice of a purchase of a Mortgage Loan pursuant to
         Section 2.02, 2.03 or 3.11.

         (b) All directions, demands, and notices hereunder shall be in writing
and be duly given when delivered to

                  (i) in the case of the Depositor, IndyMac ABS, Inc., 155 North
         Lake Avenue, Pasadena, California 91101, Attention: Capital Markets, or
         such other address as may



                                      X-4
<PAGE>



         be hereafter furnished to the NIM Insurer, the Master Servicer, and the
         Trustee by the Depositor;

                  (ii) in the case of the Master Servicer, IndyMac Bank, F.S.B.,
         155 North Lake Avenue, Pasadena, California 91101, Attention: Master
         Servicing, or such other address as may be hereafter furnished to the
         NIM Insurer, the Depositor, and the Trustee by the Master Servicer;

                  (iii) in the case of the Trustee to the Corporate Trust
         Office, Deutsche Bank National Trust Company, 1761 East St. Andrew
         Place, Santa Ana, California 92705-4934, Attention: Trust
         Administration IN04S2, Series SPMD 2004-B, or such other address as the
         Trustee may hereafter furnish to the NIM Insurer, the Depositor, and
         Master Servicer; and

                  (iv) in the case of the NIM Insurer, to such address as each
         NIM Insurer may hereafter furnish to the Depositor, the Trustee or
         Master Servicer;

                  (v) in the case of each of the Rating Agencies, the address
         specified therefor in the definition corresponding to the name of such
         Rating Agency.

         Notices to Certificateholders shall be deemed given when mailed, first
class postage prepaid, to their respective addresses appearing in the
Certificate Register.

                  Section 10.06 SEVERABILITY OF PROVISIONS.

         If any one or more of the provisions of this Agreement shall be for any
reason whatsoever held invalid, then those provisions shall be deemed severable
from the remaining provisions of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.

                  Section 10.07 ASSIGNMENT.

         Notwithstanding anything to the contrary contained herein, except as
provided in Section 6.02, this Agreement may not be assigned by the Master
Servicer without the prior written consent of the Trustee and Depositor.

                  Section 10.08 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

         The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the trust created hereby, 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 and
obligations of the parties hereto or any of them.

         No Certificateholder shall have any right to vote (except as provided
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything in this
Agreement or the Certificates be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be liable to any third party because of any
action taken by the parties to this Agreement pursuant to any provision hereof.



                                      X-5
<PAGE>



         No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action, or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of an Event of Default and of the continuance thereof, as herein provided, and
unless the Holders of Certificates evidencing not less than 25% of the Voting
Rights evidenced by the Certificates shall also have made written request to the
Trustee to institute such action, suit, or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses, and liabilities to be incurred therein
or thereby, and the Trustee, for 60 days after its receipt of such notice,
request, and offer of indemnity shall have neglected or refused to institute any
such action, suit, or proceeding. Each Certificateholder expressly covenants
with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb, or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Agreement, except in the
manner herein provided and for the common benefit of all Certificateholders. For
the protection and enforcement of this Section 10.08, each Certificateholder and
the Trustee shall be entitled to any relief that can be given either at law or
in equity.

                  Section 10.09 INSPECTION AND AUDIT RIGHTS.

         The Master Servicer agrees that, on reasonable prior notice, it will
permit any representative of the Depositor, the NIM Insurer, or the Trustee
during such Person's normal business hours, to examine all the books of account,
records, reports, and other papers of such Person relating to the Mortgage
Loans, to make copies and extracts therefrom, to cause such books to be audited
by independent certified public accountants of the NIM Insurer or reasonably
acceptable to the NIM Insurer selected by the Depositor or the Trustee and to
discuss its affairs, finances, and accounts relating to the Mortgage Loans with
its officers, employees, and independent public accountants (and by this
provision the Master Servicer hereby authorizes said accountants to discuss with
such representative such affairs, finances, and accounts), all at such
reasonable times and as often as may be reasonably requested. Any out-of-pocket
expense incident to the exercise by the Depositor, the NIM Insurer, or the
Trustee of any right under this Section 10.09 shall be borne by the Master
Servicer.

                  Section 10.10 CERTIFICATES NONASSESSABLE AND FULLY PAID.

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

                  Section 10.11 OFFICIAL RECORD.

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

                  Section 10.12 PROTECTION OF ASSETS.



                                      X-6
<PAGE>


         (a) Except for transactions and activities entered into in connection
with the securitization that is the subject of this Agreement, the trust created
by this Agreement is not authorized and has no power to:

                  (1) borrow money or issue debt;

                  (2) merge with another entity, reorganize, liquidate or sell
                      assets; or

                  (3) engage in any business or activities.

         (b) Each party to this Agreement agrees that it will not file an
involuntary bankruptcy petition against the Trustee or the Trust Fund or
initiate any other form of insolvency proceeding until after the Certificates
have been paid in full.



                  Section 10.13 QUALIFYING SPECIAL PURPOSE ENTITY.

         Notwithstanding any contrary provision of this Agreement the Trust Fund
shall not engage in any activity or knowingly hold any property that would
disqualify the Trust Fund from being a qualifying special purpose entity under
generally accepted accounting principles.

                  Section 10.14 RIGHTS OF NIM INSURER.

         (a) The rights of the NIM Insurer under this Agreement shall exist only
so long as either

    o    the NIM Notes certain payments on which are guaranteed by the NIM
         Insurer remain outstanding or

    o    the NIM Insurer is owed amounts paid by it with respect to that
         guaranty.

The rights of the NIM Insurer under this Agreement are exercisable by the NIM
Insurer only so long as no default by the NIM Insurer under its guaranty of
certain payments under the NIM Notes has occurred and is continuing. If the NIM
Insurer is the subject of any insolvency proceeding, the rights of the NIM
Insurer under this Agreement will be exercisable by the NIM Insurer only so long
as

   o     the obligations of the NIM Insurer under its guaranty of the NIM Notes
         have not been disavowed and

   o     the Seller and the Trustee have received reasonable assurances that the
         NIM Insurer will be able to satisfy its obligations under its guaranty
         of the NIM Notes.

         (b) The NIM Insurer is a third party beneficiary of this Agreement to
it to the same extent as if it were a party to this Agreement, and may enforce
any of those rights under this Agreement.

         (c) A copy of any documents of any nature required by this Agreement to
be delivered by the Trustee, or to the



                                      X-7
<PAGE>



Trustee or the Rating Agencies, shall in each case at the same time also be
delivered to the NIM Insurer. Any notices required to be given by the Trustee,
or to the Trustee or the Rating Agencies, shall in each case at the same time
also be given to the NIM Insurer.

         (d) Anything in this Agreement that is conditioned on not resulting in
the downgrading or withdrawal of the ratings then assigned to the Certificates
by the Rating Agencies shall also be conditioned on not resulting in the
downgrading or withdrawal of the ratings then assigned by the Rating Agencies to
the NIM Notes.




                                      X-8
<PAGE>



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

                                   INDYMAC ABS, INC.,
                                     as Depositor


                                   By: /s/ Francisco Nebot
                                       -----------------------------------------
                                       Name: Francisco Nebot
                                       Title:  Senior Vice President


                      DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                             as Trustee


                                   By: /s/ Brent Hoyler
                                       -----------------------------------------
                                       Name: Brent Hoyler
                                       Title: Associate


                                   By: /s/ Jeremy Conyers
                                       -----------------------------------------
                                       Name: Jeremy Conyers
                                       Title: Associate


                                   INDYMAC BANK, F.S.B.,
                                     as Seller and Master Servicer


                                   By: /s/ Francisco Nebot
                                       -----------------------------------------
                                       Name: Francisco Nebot
                                       Title: Senior Vice President







                                     S-I-1
<PAGE>



                                                                      SCHEDULE I


                             Mortgage Loan Schedule

                                [Filed by Paper]

















                                     S-I-2
<PAGE>



                                                                     SCHEDULE II


              Home Equity Mortgage Loan Asset-Backed Certificates,

                               Series SPMD 2004-B

          REPRESENTATIONS AND WARRANTIES OF THE SELLER/MASTER SERVICER


         Indy Mac Bank, F.S.B. ("INDYMAC") hereby makes the representations and
warranties in this Schedule II to the Depositor and the Trustee as of the
Closing Date. Capitalized terms used but not otherwise defined in this Schedule
II shall have the meanings ascribed thereto in the Pooling and Servicing
Agreement (the "POOLING AND SERVICING AGREEMENT") relating to the
above-referenced Series, among IndyMac, as seller and Master Servicer, IndyMac
ABS, Inc., as depositor, and Deutsche Bank National Trust Company, as trustee.

         (1) IndyMac is duly organized as a federally insured savings bank and
         is validly existing and in good standing under the laws of the United
         States of America and is duly authorized and qualified to transact any
         business contemplated by the Pooling and Servicing Agreement to be
         conducted by IndyMac in any state in which a Mortgaged Property is
         located or is otherwise not required under applicable law to effect
         such qualification and, in any event, is in compliance with the doing
         business laws of any such state, to the extent necessary to ensure its
         ability to enforce each Mortgage Loan, to service the Mortgage Loans in
         accordance with the Pooling and Servicing Agreement and to perform any
         of its other obligations under the Pooling and Servicing Agreement in
         accordance with the terms thereof.

         (2) IndyMac has the full corporate power and authority to sell and
         service each Mortgage Loan, and to execute, deliver and perform, and to
         enter into and consummate the transactions contemplated by the Pooling
         and Servicing Agreement and has duly authorized by all necessary
         corporate action on the part of IndyMac the execution, delivery and
         performance of the Pooling and Servicing Agreement; and the Pooling and
         Servicing Agreement, assuming the due authorization, execution and
         delivery thereof by the other parties thereto, constitutes a legal,
         valid and binding obligation of IndyMac, enforceable against IndyMac in
         accordance with its terms, except that (a) the enforceability thereof
         may be limited by bankruptcy, insolvency, moratorium, receivership and
         other similar laws relating to creditors' rights generally and (b) the
         remedy of specific performance and injunctive and other forms of
         equitable relief may be subject to equitable defenses and to the
         discretion of the court before which any proceeding therefor may be
         brought.

         (3) The execution and delivery of the Pooling and Servicing Agreement
         by IndyMac, the sale and servicing of the Mortgage Loans by IndyMac
         under the Pooling and Servicing Agreement, the consummation of any
         other of the transactions contemplated by the Pooling and Servicing
         Agreement, and the fulfillment of or compliance with the terms thereof
         are in the ordinary course of business of IndyMac and will not (A)
         result in a material breach of any term or provision of the charter or
         by-laws of IndyMac or (B) materially conflict with, result in a
         material breach, violation or acceleration of, or result in a material
         default under, any other material agreement or instrument to which
         IndyMac is a party or by which it may be bound, or (C) constitute a
         material violation of any statute, order or regulation applicable to
         IndyMac of any court, regulatory body, administrative agency or
         governmental body having jurisdiction over IndyMac (including the
         Office of Thrift Supervision, the Federal Deposit Insurance Corporation
         or any other



                                     S-II-1
<PAGE>


         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
         Office of Thrift Supervision, the Federal Deposit Insurance Corporation
         or any other governmental entity having regulatory authority over
         IndyMac) which breach or violation may materially impair IndyMac's
         ability to perform or meet any of its obligations under the Pooling and
         Servicing Agreement.

         (4) 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
<PAGE>


                                                                    SCHEDULE III


              Home Equity Mortgage Loan Asset-Backed Certificates,

                               Series SPMD 2004-B

             REPRESENTATIONS AND WARRANTIES AS TO THE MORTGAGE LOANS


         IndyMac Bank, F.S.B. ("INDYMAC") hereby makes the representations and
warranties in this Schedule III to the Depositor and the Trustee, as of the
Closing Date, or if so specified herein, as of the applicable Cut-off Date or
date of origination of the Mortgage Loan (as applicable). Capitalized terms used
but not otherwise defined in this Schedule III shall have the meanings ascribed
thereto in the Pooling and Servicing Agreement (the "POOLING AND SERVICING
AGREEMENT") relating to the above-referenced Series, among IndyMac, as seller
and Master Servicer, IndyMac ABS, Inc., as depositor, and Deutsche Bank National
Trust Company, as trustee.

                           (1) The information on Schedule I to the Pooling and
         Servicing Agreement with respect to each Mortgage Loan is true and
         correct in all material respects as of the Closing Date (or Subsequent
         Transfer Date, as applicable).

                           (2) As of the Closing Date (or Subsequent Transfer
         Date, as applicable), all regularly scheduled monthly payments due with
         respect to each Mortgage Loan up to and including the Due Date before
         the applicable Cut-off Date have been made; and as of the applicable
         Cut-off Date, no Mortgage Loan had a regularly scheduled monthly
         payment that was 30 or more days Delinquent during the twelve months
         before the applicable Cut-off Date.

                           (3) With respect to any Mortgage Loan 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 that do not materially interfere with the benefits of
         the security intended to be provided by such Mortgage.

                           (4) Immediately before the assignment of the Mortgage
         Loans to the Depositor, the Seller had good title to, and was the sole
         owner of, each Mortgage Loan free and clear of any pledge, lien,
         encumbrance or security interest and had full right and authority,
         subject to no interest or participation of, or agreement with, any
         other party, to sell and assign the same pursuant to the Pooling and
         Servicing Agreement.

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



                                    S-III-1
<PAGE>



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

                           (7) There are no mechanics' liens or claims for work,
         labor or material affecting any Mortgaged Property that are or may be a
         lien before, or equal with, the lien of such Mortgage, except those
         that are insured against by the title insurance policy referred to in
         item (11) below.

                           (8) No Mortgaged Property has been materially damaged
         by water, fire, earthquake, windstorm, flood, tornado or similar
         casualty (excluding casualty from the presence of hazardous wastes or
         hazardous substances, as to which the Seller makes no representation)
         so as to affect adversely the value of the related Mortgaged Property
         as security for the Mortgage Loan.

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

                           (10) As of the Closing Date (or Subsequent Transfer
         Date, as applicable), the Seller has not modified the Mortgage in any
         material respect (except that a Mortgage Loan may have been modified by
         a written instrument that has been recorded or submitted for
         recordation, if necessary, to protect the interests of the
         Certificateholders and that has been delivered to the Trustee);
         satisfied, cancelled or subordinated such Mortgage in whole or in part;
         released the related Mortgaged Property in whole or in part from the
         lien of such Mortgage; or executed any instrument of release,
         cancellation, modification or satisfaction with respect thereto.

                           (11) A lender's policy of title insurance together
         with a condominium endorsement and extended coverage endorsement, if
         applicable, in an amount at least equal to the Cut-off Date Principal
         Balance or Subsequent Cut-off Date Principal Balance, as applicable, of
         each Mortgage Loan or a commitment (binder) to issue the same was
         effective on the date of the origination of each Mortgage Loan, each
         such policy is valid and remains in full force and effect.

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

                           (13) To the best of the Seller's knowledge, all of
         the improvements that were included for the purpose of determining the
         Appraised Value of the Mortgaged Property lie wholly within the
         boundaries and building restriction lines of such property, and no
         improvements on adjoining properties encroach upon the Mortgaged
         Property, unless such failure to be wholly within such boundaries and
         restriction lines or such encroachment, as the case may be, does not
         have a material effect on the value of the Mortgaged Property.

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



                                    S-III-2
<PAGE>



         all occupied portions of the Mortgaged Property and, with respect to
         the use and occupancy of the same, including certificates of occupancy
         and fire underwriting certificates, have been made or obtained from the
         appropriate authorities, unless the lack thereof would not have a
         material adverse effect on the value of the Mortgaged Property.

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

                           (16) The proceeds of the Mortgage Loan have been
         fully disbursed and there is no requirement for future advances
         thereunder.

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

                           (18) With respect to each Mortgage constituting a
         deed of trust, a trustee, duly qualified under applicable law to serve
         as such, has been properly designated and currently so serves and is
         named in such Mortgage, and no fees or expenses are or will become
         payable by the Certificateholders to the trustee under the deed of
         trust, except in connection with a trustee's sale after default by the
         Mortgagor.

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

                           (20) If at the time of origination of each Mortgage
         Loan, the related Mortgaged Property was in an area then identified in
         the Federal Register by the Federal Emergency Management Agency as
         having special flood hazards, a flood insurance policy in a form
         meeting the then-current requirements of the Flood Insurance
         Administration is in effect with respect to the Mortgaged Property with
         a generally acceptable carrier.

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

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



                                    S-III-3
<PAGE>


                           (23) Each Mortgage File contains an Appraisal Form
         1004 of the related Mortgaged Property.

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

                           (25) Each Mortgage Loan was selected from among the
         outstanding one- to four-family mortgage loans in the Seller's mortgage
         portfolio at the Closing Date (or Subsequent Transfer Date, as
         applicable) as to which the representations and warranties made with
         respect to the Mortgage Loans in this Schedule III can be made. No such
         selection was made in a manner intended to adversely affect the
         interests of the Certificateholders.

                           (26) No more than 0.082% (by aggregate Stated
         Principal Balance as of the applicable Cut-off Date) of the Mortgage
         Loans in Loan Group I and none of the Mortgage Loans in Loan Group II
         are Cooperative Loans.

                           (27) Each Cooperative Loan is secured by a valid,
         subsisting and enforceable perfected first liens and security interest
         in the related Mortgaged Property, subject only to (i) the rights of
         the Cooperative Corporation to collect maintenance and assessments from
         the Mortgagor, (ii) the lien of the Blanket Mortgage on the Cooperative
         Property and of real property taxes, water and sewer charges, rents and
         assessments on the Cooperative Property not yet due and payable, and
         (iii) other matters to which like Cooperative Units are commonly
         subject that do not materially interfere with the benefits of the
         security intended to be provided by the Security Agreement or the use,
         enjoyment, value or marketability of the Cooperative Unit. Each
         original UCC financing statement, continuation statement or other
         governmental filing or recordation necessary to create or preserve the
         perfection and priority of the first priority lien and security
         interest in the Cooperative Shares and Proprietary Lease has been
         timely and properly made. Any security agreement, chattel mortgage or
         equivalent document related to the Cooperative Loan and delivered to
         the sponsor or its designee establishes in the Seller a valid and
         subsisting perfected first lien on and security interest in the
         property described therein, and the Seller has full right to sell and
         assign the same.

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

                           (29) 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(R) Glossary, which is now Version
         5.6 Revised, Appendix E) and no Mortgage Loan originated on or after
         Oct. 1, 2002 through March 6, 2003 is governed by the Georgia Fair
         Lending Act.

                           (30) No Mortgage Loan is a "High-Cost Home Loan" as
         defined in any of the following statutes: the Georgia Fair Lending Act,
         as amended (the "Georgia Act"), the New York Banking Law 6-1, the
         Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 of
         2003), the Kentucky high-cost home loan statute effective June 24, 2003
         (Ky. Rev. Stat. Section 360.100), the New Jersey Home Ownership Act
         effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.), or the New
         Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat.
         Ann ss.ss. 58-21A-1 et seq.). No Mortgage Loan subject to the Georgia
         Act anD secured by owner occupied real property or an owner occupied
         manufactured home located in the state of Georgia was originated (or
         modified) on or after October 1, 2002 through and including March 6,
         2003. No Mortgage Loan is a "High-Risk Home Loan" as defined in the
         Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill.
         Comp. Stat. 137/1 et seq.).



                                    S-III-4
<PAGE>


                           (31) None of the Mortgage Loans is a "high cost"
         loan, "covered" loan or any other similarly designated loan as defined
         under any state, local or federal law, as defined by applicable
         predatory and abusive lending laws

                           (32) None of the Mortgage Loans that are secured by
         property located in the State of Illinois are in violation of the
         provisions of the Illinois Interest Act;

                           (33) Each Mortgage Loan has been underwritten and
         serviced substantially in accordance with the Seller's guidelines,
         subject to such variances as the Seller has approved.




                                    S-III-5
<PAGE>


                                                                       EXHIBIT A

                  FORM OF CLASS A AND SUBORDINATED CERTIFICATES

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

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

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





<PAGE>


Certificate No.                         :            [ ]

Cut-off Date                            :            September 1, 2004

First Distribution Date                 :            [  ]

Initial Certificate Balance
of this Certificate
("Denomination")                        :            $[__]

Initial Certificate Balances
of all Certificates
of this Class                           :            $[__]

CUSIP                                   :            [_______]







                                      A-2
<PAGE>



                                INDYMAC ABS, INC.

                  Home Equity Mortgage Loan Asset-Backed Trust
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD 2004-B
                                    Class [ ]

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

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

         This certifies that [___________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among IndyMac ABS, Inc., as
depositor (the "Depositor"), IndyMac Bank, F.S.B., as seller (in such capacity,
the "Seller") and as master servicer (in such capacity, the "Master Servicer"),
and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.

         [Until this certificate has been the subject of an ERISA-Qualifying
Underwriting, no transfer of a Certificate of this Class shall be made unless
the Trustee shall have received either (i) a representation letter from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Trustee, to the effect that such transferee is not an
employee benefit plan or arrangement subject to Section 406 of ERISA or Section
4975 of the Code, nor a person investing on behalf of or with plan assets of any
such plan or arrangement, which representation letter shall not be an expense of
the Trustee, the Master Servicer or the Trust Fund, or (ii) in the case of any
Certificate 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, the NIM Issuer
and the Master Servicer to the effect that the purchase or holding of such
Certificate will not result in a nonexempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code and will not subject the Trustee, the
NIM Issuer or the Master 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 NIM Issuer, the Master Servicer, or the Trust Fund.
Notwithstanding anything else to the contrary herein, until this certificate has
been the subject of an ERISA-Qualifying Underwriting, any purported transfer of
a Certificate of this Class to or on behalf of an employee benefit plan 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.


                                      A-3
<PAGE>



         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-4
<PAGE>



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

Dated:  [June] __, 2004


                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                            not in its individual capacity, but
                                            solely as Trustee


                                   By: _________________________________________


Countersigned:


By: _________________________________________
      Authorized Signatory of
      DEUTSCHE BANK NATIONAL TRUST COMPANY,
      not in its individual capacity,
      but solely as Trustee




                                      A-5
<PAGE>



                                                                       EXHIBIT B

                           FORM OF CLASS P CERTIFICATE

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

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

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











<PAGE>


Certificate No.              :            [ ]

Cut-off Date                 :            September 1, 2004

First Distribution Date      :            [  ]
Percentage Interest
of this Certificate
("Denomination")             :            [ ]%

CUSIP                        :











                                      A-2
<PAGE>



                                INDYMAC ABS, INC.
                  Home Equity Mortgage Loan Asset-Backed Trust,
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD 2004-B
                                     Class P

         evidencing a percentage interest in the distributions allocable to the
         Certificates of the above-referenced Class payable solely from
         Prepayment Charges.

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

         This certifies that [_________] is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
denomination of this Certificate by the aggregate of the denominations of all
Certificates of the Class to which this Certificate belongs) in certain monthly
distributions pursuant to a Pooling and Servicing Agreement dated as of the
Cut-off Date specified above (the "Agreement") among IndyMac ABS, Inc., as
depositor (the "Depositor"), IndyMac Bank, F.S.B., as seller (in such capacity,
the "Seller") and as master servicer (in such capacity, the "Master Servicer"),
and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. This Certificate represents an interest in the
Trust, but does not represent an interest in any REMIC.

         This Certificate does not have a Certificate Balance or Pass-Through
Rate and will be entitled to distributions only to the extent set forth in the
Agreement and solely payable from Prepayment Charges. In addition, any
distribution of the proceeds of any remaining assets of the Trust will be made
only upon presentment and surrender of this Certificate at the office or agency
maintained by the Trustee.

         No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and such laws. In the event of any
such transfer, 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 (x) such transferee is not an
employee benefit plan subject to Section 406 of ERISA or Section 4975 of the
Code, nor a person acting on behalf of any such plan, which representation
letter shall not be an expense of the Trustee or (y) if the Certificate has been
the subject of an ERISA-Qualifying Underwriting, a representation that the
transferee is an insurance company which is acquiring such Certificate with
funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60")) and that the purchase and holding of such Certificate satisfy the
requirements for exemptive relief under PTCE 95-60, or (ii) in the case of a
Certificate presented for registration in the



                                      A-3
<PAGE>



name of an employee benefit plan subject to ERISA, or a plan or arrangement
subject to Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Trustee, the NIM Issuer and the Master
Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the
NIM Issuer, the Master Servicer or the Trust Fund, addressed to the Trustee, to
the effect that the purchase or holding of such Certificate will not result in a
nonexempt prohibited transaction under ERISA or Section 4975 of the Code and
will not subject the Trustee or the Master 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.



                                      A-4
<PAGE>



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

Dated:  [June] __, 2004

                                    DEUTSCHE BANK NATIONAL TRUST COMPANY
                                         not in its individual capacity,
                                         but solely as Trustee


                                    By:_________________________________________


Countersigned:


By:_______________________________________
     Authorized Signatory of
     Deutsche Bank National Trust Company
          not in its individual capacity,
          but solely as Trustee









                                      A-5
<PAGE>



                                                                       EXHIBIT C

                           FORM OF CLASS R CERTIFICATE

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

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

         NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO
THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT
TO SECTION 4975 OF THE CODE OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. In the event that such
representation is violated, or any attempt to transfer to a plan or arrangement
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code,
or a person acting on behalf of any such plan or arrangement or using the assets
of any such plan or arrangement, without such Opinion of Counsel, such attempted
transfer or acquisition shall be void and of no effect.



<PAGE>


Certificate No.                         :            [ ]

Cut-off Date                            :            September 1, 2004

Initial Certificate Balance
of this Certificate
("Denomination")                        :            $[__________]

Initial Certificate Balances
of all Certificates of
this Class                              :            $[__________]

CUSIP                                   :            [___________]





                                      C-2
<PAGE>




                                INDYMAC ABS, INC.
                  Home Equity Mortgage Loan Asset-Backed Trust,
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD 2004-B
                                     Class R


         evidencing the distributions allocable to the Class R Certificates with
         respect to a Trust Fund consisting primarily of a pool of fixed-rate
         and adjustable-rate conventional loans (the "Mortgage Loans") secured
         by first liens on one- to four-family residential properties IndyMac
         ABS, Inc., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Master 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 all Certificates of the Class to which
this Certificate belongs) in certain monthly distributions pursuant to a Pooling
and Servicing Agreement dated as of the Cut-off Date specified above (the
"Agreement") among IndyMac ABS, Inc., as depositor (the "Depositor"), IndyMac
Bank, F.S.B., as seller (in such capacity, the "Seller") and as master servicer
(in such capacity, the "Master Servicer"), and Deutsche Bank National Trust
Company, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

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

         No transfer of a Class R Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan or
arrangement subject to Section 406 of ERISA, or a plan or arrangement subject to
Section 4975 of the Code or a person acting on behalf of any such plan or
arrangement or using the assets of any such plan or arrangement to effect such
transfer, which representation letter shall not be an expense of the Trustee,
the Master Servicer or the Trust Fund or (ii) an Opinion of Counsel satisfactory
to the Trustee, the NIM Issuer and the Master Servicer to the effect that the
purchase or holding of such Class R Certificate will not result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Trustee, the NIM Issuer or the Master Servicer to any obligation in
addition to those expressly undertaken in the Agreement or to any liability,
which Opinion of Counsel shall not be an expense of the Trustee, the NIM Issuer,
the Master Servicer or the Trust Fund. In the event that such representation is
violated, or any attempt to transfer to a plan or arrangement subject to Section
406 of ERISA or a plan subject to Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement, without such Opinion of Counsel, such attempted transfer or
acquisition shall be void and of no effect.



                                      C-3
<PAGE>


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

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

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




                                      C-4
<PAGE>



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

Dated:  [June] __, 2004

                                       DEUTSCHE BANK NATIONAL TRUST COMPANY
                                       not in its individual capacity,
                                       but solely as Trustee


                                       By: __________________________________


Countersigned:


By: ____________________________________
     Authorized Signatory of
     DEUTSCHE BANK NATIONAL TRUST COMPANY
          not in its individual capacity,
          but solely as Trustee








                                      C-5
<PAGE>



                                                                       EXHIBIT D


                           FORM OF CLASS C CERTIFICATE

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

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

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR A PLAN SUBJECT TO SECTION
4975 OF THE CODE OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF
THE AGREEMENT REFERRED TO HEREIN. In the event that such representation is
violated, or any attempt to transfer to a plan or arrangement subject to Section
406 of ERISA or a plan subject to Section 4975 of the Code, or a person acting
on behalf of any such plan or arrangement or using the assets of any such plan
or arrangement, without such Opinion of Counsel, such attempted transfer or
acquisition shall be void and of no effect.



<PAGE>


Certificate No.                         :            [ ]

Cut-off Date                            :            September 1, 2004

First Distribution Date                 :            [  ]
Percentage Interest
of this Certificate

("Denomination")                        :            [ ]%

CUSIP                                   :








                                      D-2
<PAGE>



                                INDYMAC ABS, INC.
                  Home Equity Mortgage Loan Asset-Backed Trust,
     Home Equity Mortgage Loan Asset-Backed Certificates, Series SPMD 2004-B
                                     Class C


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

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

         This certifies that [______] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the denomination of
this Certificate by the aggregate of the denominations of all Certificates of
the Class to which this Certificate belongs) in certain monthly distributions
pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among IndyMac ABS, Inc., as depositor (the
"Depositor"), IndyMac Bank, F.S.B., as seller (in such capacity, the "Seller")
and as master servicer (in such capacity, the "Master Servicer"), and Deutsche
Bank National Trust Company, as trustee (the "Trustee"). To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         This Certificate does not have a Certificate Balance or Pass-Through
Rate and will be entitled to distributions only to the extent set forth in the
Agreement. In addition, any distribution of the proceeds of any remaining assets
of the Trust will be made only upon presentment and surrender of this
Certificate at the office or agency maintained by the Trustee.

         No transfer of a Certificate of this Class shall be made unless such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and such laws. In the event of any
such transfer, 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 other benefit plan or arrangement subject to Section
406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any
such plan or investing plan assets of any such plan, which representation letter
shall not be an expense of the Trustee, or (ii) in the case of a Certificate
presented for registration in the name of an employee benefit plan subject to
ERISA, or a plan or arrangement subject to Section 4975 of the Code (or
comparable provisions of any subsequent enactments), or a trustee of any such
plan or any other person acting on behalf of any such plan or arrangement or
using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to
the Trustee, the NIM Issuer and the Master Servicer, which



                                      D-3
<PAGE>



Opinion of Counsel shall not be an expense of the Trustee, the NIM Issuer, the
Master Servicer or the Trust Fund, addressed to the Trustee, to the effect that
the purchase or holding of such Certificate will not result in a nonexempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Trustee, the NIM Issuer or the Master Servicer to any obligation in
addition to those expressly undertaken in this Agreement or to any liability.

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

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








                                      D-4
<PAGE>



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

Dated:  [June] __, 2004

                                         DEUTSCHE BANK NATIONAL TRUST COMPANY
                                         not in its individual capacity,
                                         but solely as Trustee


                                         By:__________________________________


Countersigned:


By: _______________________________________
     Authorized Signatory of
     DEUTSCHE BANK NATIONAL TRUST COMPANY
          not in its individual capacity,
          but solely as Trustee






                                      D-5
<PAGE>




                                                                       EXHIBIT E

                                   [Reserved].





<PAGE>


                                                                       EXHIBIT F


                         FORM OF REVERSE OF CERTIFICATES

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

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

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

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

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

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

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Master Servicer, the Backup 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.



                                      F-1
<PAGE>


         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by the Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of the same Class in authorized denominations and evidencing the
same aggregate Percentage Interest in the Trust Fund will be issued to the
designated transferee or transferees.

         The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and evidencing the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         The Depositor, the Master Servicer, the Seller and the Trustee and any
agent of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Trustee, nor any such agent shall be affected by any notice to
the contrary.

         On any Distribution Date on which the aggregate Stated Principal
Balance of the Mortgage Loans is less than or equal to 10% of the aggregate
Cut-off Date Principal Balances and Subsequent Cut-off Date Principal Balances,
as applicable, of the Mortgage Loans, the Master Servicer will have the option
to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans and
all property acquired in respect of the Mortgage Loans at a purchase price
determined as provided in the Agreement. The obligations and responsibilities
created by the Agreement will terminate as provided in Section 9.01 of the
Agreement.

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




                                      F-2
<PAGE>



                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto




(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
_____________________.

Dated:

                                       Signature by or on behalf of assignor








                                      F-3
<PAGE>




                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________, ______________________________________,
for the account of ____________________________________________________________,
account number ______________, or, if mailed by check, to ______________________
______________________________. Applicable statements should be mailed to
_________________________, _______________________________ .

         This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.



STATE OF                  )
                          ) ss.:
COUNTY OF                 )

         On the ___ th day of __________, 200_ before me, a notary public in and
for said State, personally appeared _______________________, known to me who,
being by me duly sworn, did depose and say that he executed the foregoing
instrument.

                                                 _______________________________
                                                           Notary Public

[Notarial Seal]





                                      F-4
<PAGE>



                                                                       EXHIBIT G


                    FORM OF INITIAL CERTIFICATION OF TRUSTEE

                                     [date]

[Depositor] [Master Servicer]
[Seller]
_____________________
_____________________

                  Re:   Pooling and Servicing Agreement among IndyMac ABS, Inc.,
                        as Depositor, IndyMac Bank, F.S.B., as Seller and Master
                        Servicer, and Deutsche Bank National Trust Company, as
                        Trustee, Home Equity Mortgage Loan Asset-Backed Trust,
                        Series SPMD 2004-B, Home Equity Mortgage Loan
                        Asset-Backed Certificates, Series SPMD 2004-B

Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "POOLING AND SERVICING AGREEMENT"), the undersigned, as
Trustee, hereby certifies that, as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan listed in the attached schedule), it
has received:

         (i) the original Mortgage Note, endorsed as provided in the following
form: "Pay to the order of ________, without recourse"; and

         (ii) a duly executed assignment of the Mortgage (which may be included
in a blanket assignment or assignments); PROVIDED, HOWEVER, that it has received
no assignment with respect to any Mortgage for which the related Mortgaged
Property is located in the Commonwealth of Puerto Rico.

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

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness, or suitability of any such Mortgage Loan.

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

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY
                                   as Trustee


                                   By: _________________________________



                                      G-1
<PAGE>



                                   Name: _________________________________
                                   Title: ________________________________











                                      G-2
<PAGE>


                                                                     EXHIBIT G-1

                     FORM OF DELAYED DELIVERY CERTIFICATION

                                     [date]


[Depositor] [Master Servicer]

                  Re:   Pooling and Servicing Agreement among IndyMac ABS, Inc.,
                        as Depositor, IndyMac Bank, F.S.B., as Seller and Master
                        Servicer, and Deutsche Bank National Trust Company, as
                        Trustee, Home Equity Mortgage Loan Asset-Backed Trust,
                        Series SPMD 2004-B, Home Equity Mortgage Loan
                        Asset-Backed Certificates, Series SPMD 2004-B
                        --------------------------------------------------------

Gentlemen:

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

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

                           (ii) a duly executed assignment of the Mortgage
                  (which may be included in a blanket assignment or
                  assignments), together with, except as provided below, all
                  interim recorded assignments of such mortgage (each such
                  assignment, when duly and validly completed, to be in
                  recordable form and sufficient to effect the assignment of and
                  transfer to the assignee thereof, under the Mortgage to which
                  the assignment relates); PROVIDED that such assignment of
                  Mortgage need not be delivered in the case of a Mortgage for
                  which the related Mortgage Property is located in the
                  Commonwealth of Puerto Rico.

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

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, enforceability
or genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage identified



                                      G-3
<PAGE>



on the [Mortgage Loan Schedule][Loan Number and Borrower Identification Mortgage
Loan Schedule] or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.

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

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY
                                   as Trustee


                                   By: ______________________________________
                                        Name:
                                        Title:



                                      G-4
<PAGE>



                                                                       EXHIBIT H


                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [date]

[Depositor] [Master Servicer]
[Seller]
_____________________
_____________________

                  Re:   Pooling and Servicing Agreement among IndyMac ABS, Inc.,
                        as Depositor, IndyMac Bank, F.S.B., as Seller and Master
                        Servicer, and Deutsche Bank National Trust Company, as
                        Trustee, Home Equity Mortgage Loan Asset-Backed Trust,
                        Series SPMD 2004-B, Home Equity Mortgage Loan
                        Asset-Backed Certificates, Series SPMD 2004-B
                        ---------------------------------------------

Gentlemen:

         In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "POOLING AND SERVICING AGREEMENT"), the undersigned, as
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attached Document Exception Report) it has received:

         (i) The original Mortgage Note, endorsed in the form provided in
Section 2.01(c)(i) of the Pooling and Servicing Agreement, with all intervening
endorsements showing a complete chain of endorsement from the originator to the
Seller.

         (ii) The original recorded Mortgage.

         (iii) A duly executed assignment of the Mortgage in the form provided
in Section 2.01(c)(iii) of the Pooling and Servicing Agreement; PROVIDED,
HOWEVER, that it has received no assignment with respect to any Mortgage for
which the related Mortgaged Property is located in the Commonwealth of Puerto
Rico, or, if the Depositor has certified or the Trustee otherwise knows that the
related Mortgage has not been returned from the applicable recording office, a
copy of the assignment of the Mortgage (excluding information to be provided by
the recording office).

         (iv) The original or duplicate original recorded assignment or
assignments of the Mortgage showing a complete chain of assignment from the
originator to the Seller.

         (v) The original or duplicate original lender's title policy and all
riders thereto or, any one of an original title binder, an original preliminary
title report or an original title commitment, or a copy thereof certified by the
title company.

         Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii),
(iv), (vi) and (xi)(a) of the definition of the "Mortgage Loan Schedule" in
Section 1.01 of the Pooling and Servicing Agreement accurately reflects
information set forth in the Mortgage File.




                                      H-1
<PAGE>


         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Notwithstanding anything herein to the contrary, the Trustee has made no
determination and makes no representations as to whether (i) any endorsement is
sufficient to transfer all interest of the party so endorsing, as Noteholder or
assignee thereof, in that Mortgage Note or (ii) any assignment is in recordable
form or sufficient to effect the assignment of and transfer to the assignee
thereof, under the Mortgage to which the assignment relates.

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

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY
                                   as Trustee


                                   By: ____________________________________
                                        Name:
                                        Title:




                                      H-2
<PAGE>


                                                                       EXHIBIT I


                           FORM OF TRANSFER AFFIDAVIT

                               IndyMac ABS, Inc.,

        Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2004-B
              Home Equity Mortgage Loan Asset-Backed Certificates,

                               Series SPMD 2004-B


STATE OF                 )
                         ) ss.:
COUNTY OF                )

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

         1. The undersigned is an officer of ____________________________, the
proposed Transferee of an Ownership Interest in a Class R Certificate (the
"CERTIFICATE") issued pursuant to the Pooling and Servicing Agreement, (the
"AGREEMENT"), relating to the above-referenced Series, by and among IndyMac ABS,
Inc., as depositor (the "DEPOSITOR"), IndyMac Bank, F.S.B., as seller and master
servicer and Deutsche Bank National Trust Company, as trustee. Capitalized terms
used, but not defined herein or in Exhibit 1, shall have the meanings ascribed
to such terms in the Agreement. The Transferee has authorized the undersigned to
make this affidavit on behalf of the Transferee.

         2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account.

         3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee, or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the Transferee furnishes to such Person an affidavit that such
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.

         4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)



                                      I-1
<PAGE>


         5. The Transferee has reviewed Section 5.02(c) of the Agreement
(attached hereto as Exhibit 2 and incorporated herein by reference) and
understands the legal consequences of the acquisition of an Ownership Interest
in the Certificate including, without limitation, the restrictions on subsequent
Transfers and the provisions regarding voiding the Transfer and mandatory sales.
The Transferee expressly agrees to be bound by and to abide by the provisions of
Section 5.02(c) of the Agreement and the restrictions noted on the face of the
Certificate. The Transferee understands and agrees that any breach of any of the
representations included herein shall render the Transfer to the Transferee
contemplated hereby null and void.

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

         7. The Transferee's taxpayer identification number is ________________.

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

         9. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax. The Transferee does not have the intention to
impede the assessment or collection of any tax legally required to be paid with
respect to the Certificate.

         10. Transferee has historically paid the Transferee's debts as they
become due, and Transferee intends, and believes that the Transferee will be
able, to continue to pay Transferee's debts as such debts become due in the
future. Transferee has a valid business purpose for purchasing the Residuals.

         11. Transferee is not a foreign permanent establishment or fixed base
(within the meaning of an applicable income tax treaty) ("FOREIGN BASE") of a
U.S. taxpayer. In addition, the Transferee will not (a) transfer the Class R
Certificates, directly or indirectly, to a Foreign Base, and (b) cause income
from the Class R Certificates to be attributable to a Foreign Base of the
Transferee or another U.S. taxpayer.

         12. Either:



                  (a) (i) At the time of the transfer, and at the close of each
of the Transferee's two fiscal years preceding the Transferee's fiscal year of
transfer, the Transferee's gross assets for financial reporting purposes exceed
$100 million and its net assets for financial reporting purposes exceed $10
million. For purposes of the preceding sentence, the gross assets and net assets
of a Transferee do not include any obligation of any Related Person or any other
asset if a principal purpose for holding or acquiring the other asset is to
permit the Transferee to satisfy the conditions of this paragraph 12(a); and
(ii) the Transferee is an Eligible Corporation and hereby agrees that any
subsequent transfer of the interest will be to another Eligible Corporation in a
transaction that satisfies this Transfer Affidavit, including this paragraph
12(a). For the purpose of this affidavit, the term "Eligible Corporation" means
any domestic C



                                      I-2
<PAGE>



corporation (as defined in section 1361(a)(2) of the Code) other than a
corporation which is exempt from, or is not subject to, tax under section 11 of
the Code, an entity described in section 851(a) or 856(a) of the Code, a REMIC;
or an organization to which part I, subchapter T, chapter 1, subtitle A of the
Code applies, and the term "Related Person" means any person that bears a
relationship to the Transferee enumerated in section 267(b) or 707(b)(1) of the
Code, using "20 percent" instead of "50 percent" where it appears under the
provisions; or is under common control (within the meaning of section 52(a) and
(b) of the Code) with the Transferee; or

                  (b)(i) The Transferee is a United States Person; and (ii) the
present value of the anticipated tax liabilities associated with holding the
residual interest does not exceed the sum of: (A) the present value of any
consideration given to the Transferee to acquire the interest, (B) the present
value of the expected future distributions on the interest, and (C) the present
value of the anticipated tax savings associated with holding the interest as the
REMIC generates losses. For purposes of calculating the aforementioned present
values: (i) the transferee has assumed that it pays tax at a rate equal to the
highest rate of tax specified in Code Section 11(b)(1) (unless the Transferee
has been subject to the alternative minimum tax under Section 55 of the Code in
the preceding two years and will compute its taxable income in the current
taxable year using the alternative minimum tax rate, in which case the
Transferee can assume that it pays tax at the rate specified in Section
55(b)(1)(B) of the Code provided the Transferee states in this Transfer
Affidavit that it is using such alternate rate and that has been subject to the
alternative minimum tax under Section 55 of the Code in the preceding two years
and will compute its taxable income in the current taxable year using the
alternative minimum tax rate), and (ii) The Transferee uses a discount rate
equal to the Federal short-term rate prescribed by section 1274(d) of the Code
for the month of the transfer and the compounding period used by the Transferee.


13. The Transferee hereby represents to and for the benefit of the transferor
that the Transferee intends to pay any taxed associated with holding the
Ownership Interest as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by its Ownership Interest.

14. The Transferee is not an employee benefit plan that is subject to ERISA or a
plan that is subject to Section 4975 of the Code, and the Transferee is not
acting on behalf of or using plan assets of such a plan.






                                      I-3
<PAGE>





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

                                                  ______________________________
                                                     Print Name of Transferee


                                                  By: __________________________
                                                  Name:
                                                  Title:

[Corporate Seal]

ATTEST:

___________________________________
[Assistant] Secretary

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

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

                                        _____________________________________
                                                     NOTARY PUBLIC

                                        My Commission expires the _____ day of
                                        ____________, 20__



                                      I-4
<PAGE>



                                                                    EXHIBIT 1
                                                                    to EXHIBIT I

                               CERTAIN DEFINITIONs

         "OWNERSHIP INTEREST": As to any Certificate, any ownership interest in
the Certificate, including any interest in the Certificate as its Holder and any
other interest in it, whether direct or indirect, legal or beneficial.

         "PERMITTED TRANSFEREE": Any Person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (ii) a foreign government, International Organization or
any agency or instrumentality of either of the foregoing, (iii) an organization
(except certain farmers' cooperatives described in Code Section 521) that is
exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by
Code Section 511 on unrelated business taxable income) on any excess inclusions
(as defined in Code Section 860E(c)(1)) with respect to any Class R Certificate,
(iv) rural electric and telephone cooperatives described in Code Section
1381(a)(2)(c), (v) a Person that is not a U.S. Person, and (vi) any other Person
so designated by the Depositor based upon an Opinion of Counsel that the
Transfer of an Ownership Interest in a Class R Certificate to such Person may
cause the Trust Fund to fail to qualify as a REMIC at any time that certain
Certificates are Outstanding. The terms "UNITED STATES," "STATE," and
"INTERNATIONAL ORGANIZATION" have the meanings in Code Section 7701 or successor
provisions. A corporation will not be treated as an instrumentality of the
United States or of any State or political subdivision thereof if all of its
activities are subject to tax, and, with the exception of the FHLMC, a majority
of its board of directors is not selected by such governmental unit.

         "PERSON": Any individual, corporation, partnership, joint venture,
bank, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision
thereof.

         "TRANSFER": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.

         "TRANSFEREE": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.

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




                                      I-5
<PAGE>



                                                                    EXHIBIT 2
                                                                    to EXHIBIT I


                        SECTION 5.02 (C) OF THE AGREEMENT


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

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

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




                                      I-6
<PAGE>



                                                                       EXHIBIT J




                         FORM OF TRANSFEROR CERTIFICATE

                                                                __________, 20__

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

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

Attention:  :     [___________]
                  Series SPMD 2004-B

                  Re:      IndyMac ABS, Inc. Home Equity Loan Asset-Backed
                           Trust, Series SPMD 2004-B, Home Equity Mortgage Loan
                           Asset-Backed Certificates, Series SPMD 2004-B, Class
                           ___

Ladies and Gentlemen:

         In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "ACT"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action that would result in, a violation of Section 5 of the Act and (c)
to the extent we are disposing of a Residual Certificate, we have no knowledge
the Transferee is not a Permitted Transferee.

                                             Very truly yours,


                                             ___________________________________
                                                  Print Name of Transferor


                                             By: _______________________________
                                                        Authorized Officer



                                      J-1
<PAGE>



                                                                       EXHIBIT K



                                   [RESERVED]






                                      K-1
<PAGE>



                                                                       EXHIBIT L

                                RULE 144A LETTER

                                                              ____________, 20__


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

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934
Attention:  :     [___________]
                  Series SPMD 2004-B

                  Re:      Home Equity Mortgage Loan Asset-Backed Trust, Series
                           SPMD 2004-B Home Equity Mortgage Loan Asset-Backed
                           Certificates, Series SPMD 2004-B, Class [_]

Ladies and Gentlemen:

         In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "ACT"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) (i) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or arrangement
or using the assets of any such plan or arrangement to effect such acquisition
or (ii) we are purchasing a Certificate that is not a Class C or Class R
Certificate and has been the subject of an ERISA-Qualifying Underwriting and we
are an insurance company that is purchasing such Certificates with funds
contained in an "insurance company general account" (as such term is defined in
Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 96-60") and
that the purchase and holding of such Certificates satisfy the requirements for
exemptive relief under Sections I and III of PTCE 95-60, (e) we have not, nor
has anyone acting on our behalf offered, transferred, pledged, sold or otherwise
disposed of the Certificates, any interest in the Certificates or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Certificates, any interest in the Certificates or
any other similar security from, or otherwise approached or negotiated with
respect to the Certificates, any interest in the Certificates or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Securities Act or that would render the disposition of the Certificates a
violation of Section 5 of the Securities Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Certificates, (f) to the extent that the
Certificate transferred is a Class C Certificate, we are a bankruptcy-remote
entity and (g) we are a "qualified institutional buyer" as that term is defined
in Rule 144A under the Securities Act and have completed either of the forms of
certification to



                                      L-1
<PAGE>




that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to
us is being made in reliance on Rule 144A. We are acquiring the Certificates for
our own account or for resale pursuant to Rule 144A and further, understand that
such Certificates may be resold, pledged or transferred only (i) to a person
reasonably believed to be a qualified institutional buyer that purchases for its
own account or for the account of a qualified institutional buyer to whom notice
is given that the resale, pledge or transfer is being made in reliance on Rule
144A, or (ii) pursuant to another exemption from registration under the
Securities Act.







                                      L-2
<PAGE>



                                                            ANNEX 1 TO EXHIBIT L


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [For Transferees Other Than Registered Investment Companies]

         The undersigned (the "BUYER") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

         2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("RULE 144A") because (i) the Buyer owned or invested on
a discretionary basis $____________1 in securities (except for the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A and (ii) the
Buyer satisfies the criteria in the category marked below.

___ CORPORATION, ETC. The Buyer is a corporation (other than a bank, savings and
loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended.

___ BANK. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least $25,000,000
as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.

___ SAVINGS AND LOAN. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, that is supervised and examined by a State or Federal authority
having supervision over any such institutions or is a foreign savings and loan
association or equivalent institution and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial statements, a
copy of which is attached hereto.

___ BROKER-DEALER. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.

___ INSURANCE COMPANY. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring of
risks underwritten by insurance companies and that is subject to supervision by
the insurance commissioner or a similar official or agency of a State, territory
or the District of Columbia.

___ STATE OR LOCAL PLAN. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the State
or its political subdivisions, for the benefit of its employees.

___ ERISA PLAN. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.

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




                                      L-3
<PAGE>



___ 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
or invested on a discretionary basis by the Buyer, the Buyer used the cost of
such securities to the Buyer and did not include any of the securities referred
to in the preceding paragraph, except (i) where the Buyer reports its securities
holdings in its financial statements on the basis of their market value, and
(ii) no current information with respect to the cost of those securities has
been published. If clause (ii) in the preceding sentence applies, the securities
may be valued at market. Further, in determining such aggregate amount, the
Buyer may have included securities owned by subsidiaries of the Buyer, but only
if such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

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

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

                                      __________________________________________
                                               Print Name of Transferee


                                      By: ______________________________________
                                          Name:
                                          Title:


                                      Date: ____________________________________



                                      L-4
<PAGE>



                                                            ANNEX 2 TO EXHIBIT L


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [For Transferees that are Registered Investment Companies]

         The undersigned (the "BUYER") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("RULE 144A") because Buyer is part of a
Family of Investment Companies, is such an officer of the Adviser.

         2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

___ The Buyer owned $____________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A).

___ The Buyer is part of a Family of Investment Companies that owned in the
aggregate $________ in securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A).

         3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "SECURITIES" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.

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

         6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the



                                      L-5
<PAGE>



information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.

                                   _____________________________________________
                                          Print Name of Buyer or Advisor


                                   By: _________________________________________
                                       Name:
                                       Title:

                                   IF AN ADVISER:


                                   _____________________________________________
                                                Print Name of Buyer


                                   Date: _______________________________________



                                      L-6
<PAGE>



                                                                       EXHIBIT M


                           FORM OF REQUEST FOR RELEASE
                                  (for Trustee)

                               IndyMac ABS, Inc.,

        Home Equity Mortgage Loan Asset-Backed Trust, Series SPMD 2004-B
              Home Equity Mortgage Loan Asset-Backed Certificates,

                               Series SPMD 2004-B


LOAN INFORMATION

       Name of Mortgagor           _____________________________________________

       Servicer
       Loan No.:                   _____________________________________________
TRUSTEE

       Name:                       _____________________________________________

       Address:                    _____________________________________________

                                   _____________________________________________

                                   _____________________________________________

                                   _____________________________________________
       Trustee
       Mortgage File No.:          _____________________________________________

         The undersigned Master Servicer hereby acknowledges that it has
received from Deutsche Bank National Trust Company, as Trustee for the Holders
of Home Equity Mortgage Loan Asset-Backed Certificates, of the above-referenced
Series, the documents referred to below (the "DOCUMENTS"). All capitalized terms
not otherwise defined in this Request for Release shall have the meanings given
them in the Pooling and Servicing Agreement (the "POOLING AND SERVICING
AGREEMENT") relating to the above-referenced Series among the Trustee, IndyMac
Bank, F.S.B., as Seller and Master Servicer and IndyMac ABS, Inc., as Depositor.

(__)      Mortgage Note dated ____________, ____, in the original principal sum
          of $__________, made by __________________ payable to, or endorsed to
          the order of, the Trustee.
(__)      Mortgage recorded on ________________ as instrument no. __________ in
          the County Recorder's Office of the County of ____________, State of
          ___________ in book/reel/docket __________of official records at
          page/image
          ___________.
(__)      Deed of Trust recorded on ____________ as instrument no. ____________
          in the County Recorder's Office of the County of ___________, State of
          __________ in book/reel/docket



                                      M-1
<PAGE>



          _____________ of official records at page/image ___________.

(__)      Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
          ____________, ____, as instrument no. __________ in the County
          Recorder's Office of the County of ________, State of _________ in
          book/reel/docket _________ of official records at page/image
          _____________.
(__)      Other documents, including any amendments, assignments or other
          assumptions of the Mortgage Note or Mortgage.

          (__)   _______________________________________________________________

          (__)   _______________________________________________________________

          (__)   _______________________________________________________________

          (__)   _______________________________________________________________

         The undersigned Master Servicer hereby acknowledges and agrees as
follows:

                  (1) The Master 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 Master 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 Master Servicer assert or seek to assert any claims or
         rights of setoff to or against the Documents or any proceeds thereof.

                  (3) The Master 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
         Master Servicer shall at all times be earmarked for the account of the
         Trustee, and the Master Servicer shall keep the Documents and any
         proceeds separate and distinct from all other property in the Master
         Servicer's possession, custody or control.

                                         INDYMAC BANK, F.S.B.


                                         By:   _________________________________

                                         Its:  _________________________________

Date:  ________________



                                      M-2
<PAGE>



                                                                       EXHIBIT N


                    FORM OF REQUEST FOR RELEASE OF DOCUMENTS

To:      Deutsche Bank National Trust Company        Attn:  [____________]

Re:      The Pooling & Servicing Agreement dated as of August 1, 2003 among
         IndyMac Bank, F.S.B., as Seller and Master Servicer, IndyMac ABS, Inc.,
         as Depositor, and Deutsche Bank National Trust Company as Trustee

Ladies and Gentlemen:

         In connection with the administration of the Mortgage Loans held by you
as Trustee for IndyMac ABS, Inc., we request the release of the Mortgage Loan
File for the Mortgage Loans described below, for the reason indicated.

FT Account #:     Pool #:

MORTGAGOR'S NAME, ADDRESS AND ZIP CODE:

MORTGAGE LOAN NUMBER:

REASON FOR REQUESTING DOCUMENTS (check one)

_______1. Mortgage Loan paid in full (IndyMac hereby certifies that all amounts
have been received.)

_______2. Mortgage Loan Liquidated (IndyMac hereby certifies that all proceeds
of foreclosure, insurance, or other liquidation have been finally received.)

_______3. Mortgage Loan in Foreclosure.

_______4. Other (explain): ____________________________________

         If item 1 or 2 above is checked, and if all or part of the Mortgage
File was previously released to us, please release to us our previous receipt on
file with you, as well as an additional documents in your possession relating to
the above-specified Mortgage Loan. If item 3 or 4 is checked, upon return of all
of the above documents to you as Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.




                                      N-1
<PAGE>



INDYMAC BANK, F.S.B.                            155 North Lake Ave.
                                                Pasadena, California  91101


By:  __________________________________
     Name:
     Title:

Date: _________________________________

TRUSTEE CONSENT TO RELEASE AND
ACKNOWLEDGMENT OF RECEIPT


By:  __________________________________
     Name:
     Title:

Date: _________________________________







                                      N-2
<PAGE>



                                                                       EXHIBIT O


                          FORM OF TRUSTEE CERTIFICATION


To:      IndyMac MBS, Inc.
         IndyMac Bank, F.S.B.

Re:      The Pooling & Servicing Agreement dated as of August 1, 2003 among
         IndyMac Bank, F.S.B., as Seller and Master Servicer, IndyMac ABS, Inc.,
         as Depositor, and Deutsche Bank National Trust Company as Trustee

Ladies and Gentlemen:

         In connection with the delivery of the Required Certifications on
behalf of the Trust Fund, we certify that, based on our knowledge, the
information contained in the Monthly Statements, taken as a whole, does not
contain an 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 they were made, not misleading as of the last day of the period covered by
any Required Certification.

DEUTSCHE BANK NATIONAL TRUST COMPANY

By:    ______________________________
Name:  ______________________________
Title: ______________________________
Date:  ______________________________






                                      O-1
<PAGE>



                                                                       EXHIBIT P


                             FORM OF ADDITION NOTICE

                                                                __________, 2004

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

Re:      Pooling and Servicing Agreement, dated as of September 1, 2004, among
         IndyMac ABS, Inc., IndyMac Bank, F.S.B. and Deutsche Bank National
         Trust Company, relating to IndyMac ABS, Inc., Home Equity Mortgage Loan
         Asset-backed Certificates, Series SPMD 2004-B
         ---------------------------------------------

Ladies and Gentlemen:

                  Pursuant to Section 2.07 of the referenced Pooling and
Servicing Agreement, IndyMac ABS, Inc. has designated Subsequent Mortgage Loans
to be sold to the Trust Fund on __________, 2004 with an aggregate principal
balance of $__________ as of __________, 2004. Capitalized terms not otherwise
defined herein have the meaning set forth in the Pooling and Servicing
Agreement.

                  Please acknowledge your receipt of this notice by
countersigning the enclosed copy in the space indicated below and returning it
to the attention of the undersigned.






                                      P-1
<PAGE>







                                                 Very truly yours,

                                                 INDYMAC ABS, INC.


                                                 By:___________________________
                                                 Name:
                                                 Title:


Acknowledged and Agreed:

DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Trustee

By:      __________________________
Name:
Title:


By:      __________________________
Name:
Title:




                                      P-2
<PAGE>




                                                                       EXHIBIT Q



                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

         Pursuant to this Subsequent Transfer Instrument, dated _________, 2004
(the "Instrument"), among IndyMac ABS, Inc. (the "Depositor"), IndyMac Bank,
F.S.B. (the "Seller") and Deutsche Bank National Trust Company (the "Trustee"),
and pursuant to the Pooling and Servicing Agreement, dated as of September 1,
2004 (the "Pooling and Servicing Agreement"), among the Depositor as depositor,
the Seller as master servicer (in such capacity, the "Master Servicer") and the
Trustee as trustee of the IndyMac ABS, Inc., Home Equity Mortgage Loan
Asset-Backed Certificates, Series SPMD 2004-B, the Seller and Depositor agree to
the sale by the Seller and the purchase by the Depositor, and the Depositor and
Trustee agree to the sale by the Depositor and the purchase by the Trustee, on
behalf of the Trust Fund, of the Mortgage Loans listed on the attached Schedule
of Subsequent Mortgage Loans (the "Subsequent Mortgage Loans").

         Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

         Section 1.        CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.

                  (a) The Seller does hereby sell, transfer, assign, set over
and convey to the Depositor, without recourse, and the Depositor does hereby
sell, transfer, assign, set over and convey to the Trustee on behalf of the
Trust Fund, without recourse, all of its right, title and interest in and to the
Subsequent Mortgage Loans, including all amounts due on the Subsequent Mortgage
Loans after the related Subsequent Cut-off Date, and all items with respect to
the Subsequent Mortgage Loans to be delivered pursuant to Section 2.01 of the
Pooling and Servicing Agreement; provided, however that the Seller reserves and
retains all right, title and interest in and to amounts due on the Subsequent
Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Seller
and the Depositor, contemporaneously with the delivery of this Instrument, have
delivered or caused to be delivered to the Depositor and the Trustee,
respectively, each applicable item set forth in Section 2.01 of the Pooling and
Servicing Agreement. The transfer to the Depositor by the Seller of the
Subsequent Mortgage Loans identified on the attached Schedule of Subsequent
Mortgage Loans shall be absolute and is intended by the Seller to constitute and
to be treated as a sale by the Seller to the Depositor. The transfer to the
Trustee by the Depositor of the Subsequent Mortgage Loans identified on the
attached Schedule of Subsequent Mortgage Loans shall be absolute and is intended
by the Depositor, the Master Servicer, the Trustee and the Certificateholders to
constitute and to be treated as a sale by the Depositor to the Trust Fund.

                  (b) Reserved.

                  (c) Additional terms of the sale are set forth on Attachment A
hereto.




                                      Q-1
<PAGE>


         Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.

                  (a) Each of the Seller and the Depositor hereby confirms that
each of the applicable conditions precedent and applicable representations and
warranties set forth in Section 2.07 of the Pooling and Servicing Agreement are
satisfied as of the date hereof.

                  (b) All terms and conditions of the Pooling and Servicing
Agreement are hereby ratified and confirmed; provided, however, that in the
event of any conflict, the provisions of this Instrument shall control over the
conflicting provisions of the Pooling and Servicing Agreement.

         Section 3.        RECORDATION OF INSTRUMENT.

         To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Master
Servicer at the Certificateholders' expense on direction of the related
Certificateholders, but only when accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders or is necessary for the administration or servicing of
the Mortgage Loans.

         Section 4.        GOVERNING LAW.

         This Instrument shall be construed in accordance with the laws of the
State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

         Section 5.        COUNTERPARTS.

         This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.

         Section 6.        SUCCESSORS AND ASSIGNS.

         This Instrument shall inure to the benefit of and be binding upon the
Seller, the Depositor, the Trustee and their respective successors and assigns.




                                      Q-2
<PAGE>





                                            INDYMAC ABS, INC., as Depositor



                                            By:___________________________
                                            Name:
                                            Title:



                                            INDYMAC BANK, F.S.B., as Seller




                                            By:___________________________
                                            Name:
                                            Title:





                                            DEUTSCHE BANK NATIONAL TRUST
                                            COMPANY, as Trustee



                                            By:___________________________
                                            Name:
                                            Title:





                                            By:___________________________
                                            Name:
                                            Title:



                                      Q-3
<PAGE>




                                   ATTACHMENTS
                                   -----------



A. Additional terms of sale.

B. Schedule of Subsequent Mortgage Loans.














                                      Q-4
<PAGE>


                                  ATTACHMENT A


                            ADDITIONAL TERMS OF SALE

         (A) General

         (a) Subsequent Cut-off Date: __________, 2004

         (b) Subsequent Transfer Date: __________, 2004

         (c) Aggregate Principal Balance of the Subsequent Mortgage Loans as of
the Subsequent Cut-off Date: $__________

                  Purchase Price: [100.00]%

         (B) The following representations and warranties with respect to such
Subsequent Mortgage Loan determined as of the related Subsequent Cut-off Date
are true and correct: (i) the Subsequent Mortgage Loan may not be 30 or more
days delinquent as of the related Subsequent Cut-off Date; (ii) the remaining
term to stated maturity of the Subsequent Mortgage Loan shall not be less than
161 months and shall not exceed 360 months from its first payment date; (iii)
the Subsequent Mortgage Loan may not provide for negative amortization; (iv) the
Subsequent Mortgage Loan shall not have a Loan-to-Value Ratio greater than
100.00%; (v) the Subsequent Mortgage Loans shall have, as of the Subsequent
Cut-off Date, a weighted average age since origination not in excess of 1.44
months; (vi) no Subsequent Mortgage Loan shall have a Mortgage Rate less than
3.3750% or greater than 13.000%; (vii) the Subsequent Mortgage Loan shall have
been serviced by the Master Servicer since origination or purchase by the
Originator in accordance with its standard servicing practices; (viii) the
Subsequent Mortgage Loan must have a first payment date occurring on or before
December 1, 2004; (ix) the Subsequent Mortgage Loan will have a Stated Principal
Balance no greater than $1,050,000; and (x) the Subsequent Mortgage Loan shall
have been underwritten in accordance with the criteria set forth under the
section "The Mortgage Pool-Underwriting Standards; Representations" in the
Prospectus Supplement.

         (C) Following the purchase of the Subsequent Group I Mortgage Loans,
the Group I Mortgage Loans (including the related Subsequent Group I Mortgage
Loans) shall, as of the related Subsequent Cut-off Date: (i) have an original
term to stated maturity of not more than 360 months from the first payment date
thereon; (ii) have a Mortgage Rate of not less than 4.125% and not more than
13.000%; (iii) have a weighted average Loan-to-Value Ratio of approximately
76.93%; (iv) have no Mortgage Loan with a principal balance in excess of
$602,795; (v) will consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 65.22% of the Mortgage Loans in Loan
Group I; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group
I, have a weighted average gross margin of approximately 5.059%; and (vii) have
a weighted average FICO Score of approximately 598; in each case measured by
aggregate principal balance of the Mortgage Loans in Loan Group I as of the
Cut-off Date or Subsequent Cut-off Date applicable to each Mortgage Loan.

         (D) Following the purchase of the Subsequent Group II Mortgage Loans,
the Group II Mortgage Loans (including the related Subsequent Group II Mortgage
Loans) shall, as of the related Subsequent Cut-off Date: (i) have an original
term to stated maturity of not more than 360 months from the first payment date
thereon; (ii) have a Mortgage Rate of not less than 3.375% and not more




                                      Q-5
<PAGE>





than 11.250%; (iii) have a weighted average Loan-to-Value Ratio of approximately
76.48%; (iv) have no Mortgage Loan with a principal balance in excess of
$1,050,000; (v) will consist of Mortgage Loans with Prepayment Charges
representing no less than approximately 60.09% of the Mortgage Loans in Loan
Group II; (vi) with respect to the adjustable-rate Mortgage Loans in Loan Group
II, have a weighted average gross margin of approximately 4.961%; and (vii) have
a weighted average FICO Score of approximately 625; in each case measured by
aggregate principal balance of the Mortgage Loans in Loan Group II as of the
Cut-off Date or Subsequent Cut-off Date applicable to each Mortgage Loan.






                                      Q-6
<PAGE>



                                  ATTACHMENT B
                                  ------------


                      SCHEDULE OF SUBSEQUENT MORTGAGE LOANS


                             AVAILABLE UPON REQUEST










                                      Q-7