efc7-2618_emailex41.htm


    EXHIBIT
      4.1

    
The
      Pooling and Servicing Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    IndyMac
      MBS, Inc.

    Depositor

     

    IndyMac
      Bank, F.S.B.

    Seller
      and Servicer

     

    Deutsche
      Bank National Trust Company

    Trustee

     

    ________________________________________

     

    Pooling
      and Servicing Agreement

    Dated
      as
      of October 1, 2007

    ________________________________________

     

    IndyMac
      INDX Mortgage Loan Trust

    2007-AR21IP

     

    Mortgage
      Pass-Through Certificates

    Series
      2007-AR21IP

     

    
      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    


    TABLE
      OF CONTENTS

     

    Page

    


    
      	
              ARTICLE
                ONE DEFINITIONS

            	
              13

            
	 	 	 
	
              Section
                1.01

            	
              Definitions.

            	
              13

            
	
              Section
                1.02

            	
              Rules
                of Construction.

            	
              48

            
	 	 
	
              ARTICLE
                TWO CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                WARRANTIES

            	
              50

            
	 	 
	
              Section
                2.01

            	
              Conveyance
                of Mortgage Loans.

            	
              50

            
	
              Section
                2.02

            	
              Acceptance
                by the Trustee of the Mortgage Loans.

            	
              53

            
	
              Section
                2.03

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

            	
              55

            
	
              Section
                2.04

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

            	
              57

            
	
              Section
                2.05

            	
              Delivery
                of Opinion of Counsel in Connection with Substitutions.

            	
              57

            
	
              Section
                2.06

            	
              Execution
                and Delivery of Certificates.

            	
              57

            
	
              Section
                2.07

            	
              REMIC
                Matters.

            	
              58

            
	 	 
	
              ARTICLE
                THREE ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

            	
              59

            
	 	 
	
              Section
                3.01

            	
              Servicer
                to Service Mortgage Loans.

            	
              59

            
	
              Section
                3.02

            	
              [Reserved].

            	
              60

            
	
              Section
                3.03

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

            	
              60

            
	
              Section
                3.04

            	
              [Reserved].

            	
              60

            
	
              Section
                3.05

            	
              Trustee
                to Act as Servicer.

            	
              60

            
	
              Section
                3.06

            	
              Collection
                of Mortgage Loan Payments; Certificate Account; Distribution
                Account.

            	
              60

            
	
              Section
                3.07

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

            	
              63

            
	
              Section
                3.08

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage
                Loans.

            	
              64

            
	
              Section
                3.09

            	
              Permitted
                Withdrawals from the Certificate Account and the Distribution
                Account.

            	
              64

            
	
              Section
                3.10

            	
              Maintenance
                of Hazard Insurance; Maintenance of Primary Insurance
                Policies.

            	
              65

            
	
              Section
                3.11

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

            	
              66

            
	
              Section
                3.12

            	
              Realization
                Upon Defaulted Mortgage Loans.

            	
              68

            
	
              Section
                3.13

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            	
              69

            
	
              Section
                3.14

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

            	
              70

            
	
              Section
                3.15

            	
              Servicing
                Compensation.

            	
              71

            
	
              Section
                3.16

            	
              Access
                to Certain Documentation.

            	
              71

            
	
              Section
                3.17

            	
              Annual
                Statement as to Compliance.

            	
              71

            
	
              Section
                3.18

            	
              Errors
                and Omissions Insurance; Fidelity Bonds.

            	
              72

            
	
              Section
                3.19

            	
              Notification
                of Adjustments.

            	
              72

            
	
              Section
                3.20

            	
              Prepayment
                Charges.

            	
              72

            
	
              Section
                3.21

            	
              Late
                Payment Fees.

            	
              73

            


    

     

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ARTICLE
                FOUR DISTRIBUTIONS AND ADVANCES BY THE SERVICER

            	
              74

            
	 	 
	
              Section
                4.01

            	
              Advances.

            	
              74

            
	
              Section
                4.02

            	
              Priorities
                of Distribution.

            	
              75

            
	
              Section
                4.03

            	
              Cross-Collateralization;
                Adjustments to Available Funds for Aggregate Loan Group II

            	
              83

            
	
              Section
                4.04

            	
              [Reserved].

            	
              84

            
	
              Section
                4.05

            	
              Allocation
                of Realized Losses.

            	
              84

            
	
              Section
                4.06

            	
              Monthly
                Statements to Certificateholders.

            	
              85

            
	
              Section
                4.07

            	
              [Reserved].

            	
              89

            
	
              Section
                4.08

            	
              [Reserved].

            	
              89

            
	
              Section
                4.09

            	
              Determination
                of Pass-Through Rates for LIBOR Certificates.

            	
              89

            
	 	 
	
              ARTICLE
                FIVE THE CERTIFICATES

            	
              91

            
	 	 
	
              Section
                5.01

            	
              The
                Certificates.

            	
              91

            
	
              Section
                5.02

            	
              Certificate
                Register; Registration of Transfer and Exchange of
                Certificates.

            	
              91

            
	
              Section
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            	
              95

            
	
              Section
                5.04

            	
              Persons
                Deemed Owners.

            	
              95

            
	
              Section
                5.05

            	
              Access
                to List of Certificateholders’ Names and Addresses.

            	
              95

            
	
              Section
                5.06

            	
              Maintenance
                of Office or Agency.

            	
              96

            
	 	 
	
              ARTICLE
                SIX THE DEPOSITOR AND THE SERVICER

            	
              97

            
	 	 
	
              Section
                6.01

            	
              Respective
                Liabilities of the Depositor and the Servicer.

            	
              97

            
	
              Section
                6.02

            	
              Merger
                or Consolidation of the Depositor or the Servicer.

            	
              97

            
	
              Section
                6.03

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

            	
              97

            
	
              Section
                6.04

            	
              Limitation
                on Resignation of the Servicer.

            	
              98

            
	 	 
	
              ARTICLE
                SEVEN DEFAULT

            	
              99

            
	 	 
	
              Section
                7.01

            	
              Events
                of Default.

            	
              99

            
	
              Section
                7.02

            	
              Trustee
                to Act; Appointment of Successor.

            	
              100

            
	
              Section
                7.03

            	
              Notification
                to Certificateholders.

            	
              102

            
	 	 
	
              ARTICLE
                EIGHT CONCERNING THE TRUSTEE

            	
              103

            
	 	 
	
              Section
                8.01

            	
              Duties
                of the Trustee.

            	
              103

            
	
              Section
                8.02

            	
              Certain
                Matters Affecting the Trustee.

            	
              103

            
	
              Section
                8.03

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            	
              105

            
	
              Section
                8.04

            	
              Trustee
                May Own Certificates.

            	
              105

            
	
              Section
                8.05

            	
              Trustee’s
                Fees and Expenses.

            	
              105

            
	
              Section
                8.06

            	
              Eligibility
                Requirements for the Trustee.

            	
              106

            
	
              Section
                8.07

            	
              Resignation
                and Removal of the Trustee.

            	
              106

            
	
              Section
                8.08

            	
              Successor
                Trustee.

            	
              107

            
	
              Section
                8.09

            	
              Merger
                or Consolidation of the Trustee.

            	
              108

            
	
              Section
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            	
              108

            
	
              Section
                8.11

            	
              Tax
                Matters.

            	
              109

            


    

     

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ARTICLE
                NINE TERMINATION

            	
              112

            
	 	 
	
              Section
                9.01

            	
              Termination
                upon Liquidation or Purchase of the Mortgage Loans.

            	
              112

            
	
              Section
                9.02

            	
              Final
                Distribution on the Certificates.

            	
              113

            
	
              Section
                9.03

            	
              Additional
                Termination Requirements.

            	
              114

            
	 	 
	
              ARTICLE
                TEN MISCELLANEOUS PROVISIONS

            	
              115

            
	 	 
	
              Section
                10.01

            	
              Amendment.

            	
              115

            
	
              Section
                10.02

            	
              Recordation
                of Agreement; Counterparts.

            	
              116

            
	
              Section
                10.03

            	
              Governing
                Law.

            	
              117

            
	
              Section
                10.04

            	
              Intention
                of Parties.

            	
              117

            
	
              Section
                10.05

            	
              Notices.

            	
              117

            
	
              Section
                10.06

            	
              Severability
                of Provisions.

            	
              118

            
	
              Section
                10.07

            	
              Assignment

            	
              118

            
	
              Section
                10.08

            	
              Limitation
                on Rights of Certificateholders.

            	
              118

            
	
              Section
                10.09

            	
              Inspection
                and Audit Rights.

            	
              119

            
	
              Section
                10.10

            	
              Certificates
                Nonassessable and Fully Paid.

            	
              119

            
	
              Section
                10.11

            	
              Official
                Record.

            	
              119

            
	
              Section
                10.12

            	
              Protection
                of Assets.

            	
              120

            
	
              Section
                10.13

            	
              Qualifying
                Special Purpose Entity.

            	
              120

            
	 	 
	
              ARTICLE
                ELEVEN EXCHANGE ACT REPORTING

            	
              120

            
	 	 
	
              Section
                11.01

            	
              Filing
                Obligations.

            	
              120

            
	
              Section
                11.02

            	
              Form
                10-D Filings.

            	
              120

            
	
              Section
                11.03

            	
              Form
                8-K Filings.

            	
              121

            
	
              Section
                11.04

            	
              Form
                10-K Filings.

            	
              122

            
	
              Section
                11.05

            	
              Sarbanes-Oxley
                Certification.

            	
              124

            
	
              Section
                11.06

            	
              Form
                15 Filing.

            	
              124

            
	
              Section
                11.07

            	
              Report
                on Assessment of Compliance and Attestation.

            	
              125

            
	
              Section
                11.08

            	
              Use
                of Subcontractors.

            	
              126

            
	
              Section
                11.09

            	
              Amendments.

            	
              126

            
	 	 	 


    

     

     

    
      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

    

     

    


    
      	
              SCHEDULES

            
	 	 	 
	
              Schedule
                I:

            	
              Mortgage
                Loan Schedule

            	
              S-I-1

            
	 	 	 
	
              Schedule
                II:

            	
              Representations
                and Warranties of the Seller/Servicer

            	
              S-II-1

            
	 	 	 
	
              Schedule
                III:

            	
              Representations
                and Warranties as to the Mortgage Loans

            	
              S-III-1

            
	 	 	 
	
              Schedule
                IV:

            	
              Reserved

            	
              S-IV-1

            
	 	 	 
	
              Schedule
                V:

            	
              Form
                of Monthly Report

            	
              S-V-1

            
	 	 	 
	 	 	 
	 	 	 
	
              EXHIBITS

            
	 	 	 
	
              Exhibit
                A:

            	
              Form
                of Senior Certificate

            	
              A-1

            
	 	 	 
	
              Exhibit
                B:

            	
              Form
                of Subordinated Certificate

            	
              B-1

            
	 	 	 
	
              Exhibit
                C:

            	
              Form
                of Class A-R Certificate

            	
              C-1

            
	 	 	 
	
              Exhibit
                D:

            	
              [Reserved]

            	
              D-1

            
	 	 	 
	
              Exhibit
                E

            	
              Form
                of Reverse of Certificates

            	
              E-1

            
	 	 	 
	
              Exhibit
                F-1:

            	
              Form
                of Class P Certificates

            	
              F-1-1

            
	 	 	 
	
              Exhibit
                F-2:

            	
              Form
                of Class L Certificates

            	
              F-2-1

            
	 	 	 
	
              Exhibit
                G-1:

            	
              Form
                of Initial Certification of Trustee

            	
              G-1-1

            
	 	 	 
	
              Exhibit
                G-2:

            	
              Form
                of Delay Delivery Certification

            	
              G-2-1

            
	 	 	 
	
              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:

            	
              Form
                of Investment Letter (Non-Rule 144A)

            	
              K-1

            
	 	 	 
	
              Exhibit
                L:

            	
              Form
                of Rule 144A Letter

            	
              L-1

            
	 	 	 
	
              Exhibit
                M:

            	
              Form
                of Request for Release (for Trustee)

            	
              M-1

            
	 	 	 
	
              Exhibit
                N:

            	
              Request
                for Release of Documents

            	
              N-1

            
	 	 	 
	
              Exhibit
                O-1:

            	
              Form
                of Certificate to Be Provided by the Depositor with Form
                10-K

            	
              O-1-1

            
	 	 	 
	
              Exhibit
                O-2:

            	
              Form
                of Trustee’s Officer’s Certificate

            	
              O-2-1

            


    

     

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

     

    
      	 	 	 
	
              Exhibit
                P:

            	
              [Reserved]

            	
              P-1

            
	 	 	 
	
              Exhibit
                Q:

            	
              Reporting
                Responsibility

            	
              Q-1

            
	 	 	 
	
              Exhibit
                R:

            	
              Form
                of Performance Certification (Trustee)

            	
              R-1

            
	 	 	 
	
              Exhibit
                S:

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

            	
              S-1

            
	 	 	 
	
              Exhibit
                T:

            	
              Form
                of List of Item 1119 Parties

            	
              T-1

            
	 	 	 
	
              Exhibit
                U:

            	
              Form
                of Sarbanes-Oxley Certification (Replacement of Servicer)

            	
              U-1

            


    

     

    
 

    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

     

    
 

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

     

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

     

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

     

    P
      r e l i m i n a r y  S t a t e m e n t

     

    The
      Depositor is the owner of the Trust Fund that is hereby conveyed to the Trustee
      in return for the Certificates.  As provided in this Agreement, the
      Trustee shall elect that the Trust Fund (exclusive of any amounts in respect
      of
      waived Prepayment Charges paid by the Servicer to the Class P Certificates
      pursuant to Section 3.20(b) and any amounts in respect of waived Late Payment
      Fees paid by the Servicer to the Class L Certificates pursuant to Section
      3.21(b)) be treated for federal income tax purposes as comprising three real
      estate mortgage investment conduits (each, a “REMIC”
or, in the alternative, “REMIC 1A,” “REMIC
      1B” and the “Master
      REMIC”).  Each Certificate, other than the Class A-R and
      Class L Certificate, will represent ownership of one or more regular interests
      in the Master REMIC for purposes of the REMIC Provisions.  The Class
      A-R Certificate represents ownership of the sole class of residual interest
      in
      each REMIC created under this Agreement.  The Master REMIC will hold
      as assets the several classes of uncertificated REMIC 1A and REMIC 1B Interests
      (other than the Class R-1A and Class R-1B Interest).  REMIC 1A will
      hold as assets all property of the Trust Fund in respect of Aggregate Loan
      Group
      I (exclusive of any amounts in respect of waived Prepayment Charges paid by
      the
      Servicer to the Class I-P Certificates pursuant to Section 3.20(b) and any
      amounts in respect of waived Late Payment Fees paid by the Servicer to the
      Class
      I-L Certificates pursuant to Section 3.21(b)).  REMIC 1B will hold as
      assets all property of the Trust Fund in respect of Aggregate Loan Group II
      (exclusive of any amounts in respect of waived Prepayment Charges paid by the
      Servicer to the Class II-P Certificates pursuant to Section 3.20(b) and any
      amounts in respect of waived Late Payment Fees paid by the Servicer to the
      Class
      II-L Certificates pursuant to Section 3.21(b)).  Each REMIC 1A
      Interest (other than the Class R-1A Interest) is hereby designated as a regular
      interest in REMIC 1A.  Each REMIC 1B Interest (other than the Class
      R-1B Interest) is hereby designated as a regular interest in REMIC
      1B.  The latest possible maturity date of all REMIC regular interests
      created in this Agreement shall be the Latest Possible Maturity
      Date.  All amounts in respect of waived Prepayment Charges paid by the
      Servicer to the Class I-P and Class II-P Certificates, as applicable, pursuant
      to Section 3.20(b) will be treated as paid directly by the Servicer to the
      Class
      I-P and Class II-P Certificates, as applicable, and not as paid by or through
      any REMIC created under this Agreement.

     

    REMIC
      1A

     

    The
      REMIC
      1A Regular Interests will have the initial principal balance, Pass-Through
      Rates
      and corresponding Loan Groups as set forth in the following table:

     

    
      	
              REMIC
                1A Interests

            	 	
              Initial
                Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Corresponding
                Loan Group

            
	
              A-1A
                (0.9% of the Assumed Balance (calculated for this purpose solely
                as if
                there were no adjustment for any Senior Termination Date) of Loan
                Group
                1)

            	 	
              (1)

            	 	
              (2)

            	 	
              1

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	REMIC
              1A Interests	 	Initial
              Principal Balance	 	Pass-Through
              Rate	 	Corresponding
              Loan Group
	
              B-1A  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                1)

            	 	
              (1)

            	 	
              (2)

            	 	
              1

            
	 	 	 	 	 	 	 
	
              C-1A
                (Excess of Loan Group 1)

            	 	
              (1)

            	 	
              (2)

            	 	
              1

            
	 	 	 	 	 	 	 
	
              A-2A  (0.9%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                2)

            	 	
              (1)

            	 	
              (2)

            	 	
              2

            
	 	 	 	 	 	 	 
	
              B-2A  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                2)

            	 	
              (1)

            	 	
              (2)

            	 	
              2

            
	 	 	 	 	 	 	 
	
              C-2A  (Excess
                of Loan Group 2)

            	 	
              (1)

            	 	
              (2)

            	 	
              2

            
	 	 	 	 	 	 	 
	
              1A-P

            	 	
              $100

            	 	
              (3)

            	 	
              N/A

            
	 	 	 	 	 	 	 
	
              R-1A

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            
	 	 	 	 	 	 	 


    

    _______________

    (1)
      Each
      Class A Interest will have a principal balance initially equal to 0.9% of the
      Assumed Balance (calculated for this purpose solely as if there were no
      adjustment for any Senior Termination Date) of its corresponding Loan Group.
      Each Class B Interest will have a principal balance initially equal to 0.1%
      of
      the the Assumed Balance (calculated for this purpose solely as if there were
      no
      adjustment for any Senior Termination Date) of its corresponding Loan Group.
      The
      initial principal balance of each Class C Interest will equal the excess of
      the
      initial aggregate principal balance of its corresponding Loan Group over the
      initial aggregate principal balances of the Class A and Class B Interests
      corresponding to such Loan Group.

     

    (2)
      The
      Weighted Average Adjusted Net Mortgage Rate of the corresponding Loan
      Group.

     

    (3)
      The
      Class 1A-P Interests will not bear interest.  The Class 1A-P Interests
      will be entitled to 100% of any Prepayment Charges paid on the Mortgage Loans
      in
      Aggregate Group I.

     

    (4)
      The
      Class R-1A Interest is the sole class of residual interest in REMIC 1A. It
      has
      no principal balance and pays no principal or interest.

     

    On
      each
      Distribution Date, the Available Funds shall be distributed with respect to
      the
      REMIC 1A Interests in the following manner:

     

    (1)
      Interest is to be distributed with respect to each REMIC 1A Interest according
      to the formulas described above;

     

    (2)
      Principal Amounts and Realized Losses will be allocated to make the Class 1A-P
      balance equal to the principal balance of the Class I-P Certificates for such
      Distribution Date.

     

    (3)
      If
      Cross-Over Situation does not exist with respect to any Class of Interests,
      then
      Principal Amounts and Realized Losses arising with respect to each Loan Group
      will be allocated: first to cause the Loan Group's corresponding Class A and
      Class B, if any, to equal, respectively, 0.9% of the Assumed Balance (calculated
      for this purpose solely as if there were no adjustment for any Senior
      Termination Date) and

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    0.1%
      of
      the Assumed Balance (calculated for this purpose solely as if there were no
      adjustment for any Senior Termination Date); and second to the Loan Group’s
      corresponding Class C Interest;

     

    (4)
      If a
      Cross-Over Situation exists with respect to the Class A and Class B Interests
      then:

     

    (a)
      if
      the Calculation Rate for Aggregate Loan Group I in respect of the outstanding
      Class A and Class B Interests is less than the Pass-Through Rate in respect
      of
      the Group I Subordinated Certificates, Principal Relocation Payments will be
      made proportionately to the outstanding Class A Interests prior to any other
      distributions of principal from each such Loan Group; and

     

    (b)
      if
      the Calculation Rate for Aggregate Loan Group I in respect of the outstanding
      Class A and Class B Interests is greater than the Pass-Through Rate in respect
      of the Group I Subordinated Certificates, Principal Relocation Payments will
      be
      made proportionately to the outstanding Class B Interests prior to any other
      distributions of principal from each such Loan Group.

     

    In
      case
      of either (a) or (b), Principal Relocation Payments will be made so as to cause
      the Calculation Rate in respect of the outstanding Class A and Class B Interests
      to equal the Pass-Through Rate in respect of the Group I Subordinated
      Certificates. With respect to each Loan Group, if (and to the extent that)
      the
      sum of (a) the principal payments comprising the Principal Amount received
      during the Due Period and (b) the Realized Losses on the Mortgage Loans in
      that
      Loan Group, are insufficient to make the necessary reductions of principal
      on
      the Class A and Class B Interests, then interest will be added to the Loan
      Group's other REMIC 1A Interests that are not receiving Principal Relocation
      Payments, in proportion to their principal balances.

     

    (c)
      Unless otherwise required to achieve the Calculation Rate, the outstanding
      aggregate Class A and Class B Interests for all Loan Groups will not be reduced
      below 1% of the excess of (i) the aggregate Stated Principal Balances of the
      Mortgage Loans in Aggregate Loan Group I as of the end of any Due Period
      (reduced by any Principal Prepayments received after the Due Period that are
      to
      be distributed on the Distribution Date related to the Due Period) over (ii)
      the
      aggregate Class Certificate Balance of the Senior Certificates (excluding the
      Class A-R Certificates) for all Senior Certificate Groups related to Aggregate
      Loan Group I as of the related Distribution Date (after taking into account
      distributions of principal on such Distribution Date).

     

    If
      (and
      to the extent that) the limitation in paragraph (c) prevents the distribution
      of
      principal to the Class A and Class B Interests of a Loan Group, and if the
      Loan
      Group's Class C Interest has already been reduced to zero, then the excess
      principal from that Loan Group will be paid to the Class C Interests of the
      other Loan Group, the aggregate Class A and Class B Interests of which are
      less
      than 1% of the Assumed Balance (calculated for this purpose solely as if there
      were no adjustment for any Senior Termination Date).  If the Mortgage
      Loans in the Loan Group of the Class C Interest that receives such payment
      has a
      Weighted Average Adjusted Net Mortgage Rate below the Weighted Average Adjusted
      Net Mortgage Rate of the Loan Group making the payment, then the payment will
      be
      treated by the REMIC 1A as a Realized Loss. Conversely, if the Loan Group of
      the
      Class C Interest that receives such payment has a Weighted Average Adjusted
      Net
      Mortgage Rate above the Weighted Average Adjusted Net Mortgage Rate of the
      Loan
      Group making the payment, then the payment will be treated by the REMIC 1A
      as a
      reimbursement for prior Realized Losses.

     

    REMIC
      1B

     

    The
      REMIC
      1B Regular Interests will have the initial principal balance, Pass-Through
      Rates
      and corresponding Loan Groups as set forth in the following table:

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              REMIC
                1B Interests

            	 	
              Initial
                Principal Balance

            	 	
              Pass-Through
                Rate

            	 	
              Corresponding
                Loan Group

            
	
              A-3B
                (0.9% of the Assumed Balance (calculated for this purpose solely
                as if
                there were no adjustment for any Senior Termination Date) of Loan
                Group
                3)

            	 	
              (1)

            	 	
              (2)

            	 	
              3

            
	 	 	 	 	 	 	 
	
              B-3B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                3)

            	 	
              (1)

            	 	
              (2)

            	 	
              3

            
	 	 	 	 	 	 	 
	
              C-3B
                (Excess of Loan Group 3)

            	 	
              (1)

            	 	
              (2)

            	 	
              3

            
	 	 	 	 	 	 	 
	
              A-4B  (0.9%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                4)

            	 	
              (1)

            	 	
              (2)

            	 	
              4

            
	 	 	 	 	 	 	 
	
              B-4B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                4)

            	 	
              (1)

            	 	
              (2)

            	 	
              4

            
	 	 	 	 	 	 	 
	
              C-4B  (Excess
                of Loan Group 4)

            	 	
              (1)

            	 	
              (2)

            	 	
              4

            
	 	 	 	 	 	 	 
	
              A-5B
                (0.9% of the Assumed Balance (calculated for this purpose solely
                as if
                there were no adjustment for any Senior Termination Date) of Loan
                Group
                5)

            	 	
              (1)

            	 	
              (2)

            	 	
              5

            
	 	 	 	 	 	 	 
	
              B-5B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                5)

            	 	
              (1)

            	 	
              (2)

            	 	 
	 	 	 	 	 	 	 
	
              C-5B
                (Excess of Loan Group 5)

            	 	
              (1)

            	 	
              (2)

            	 	
              5

            
	 	 	 	 	 	 	 
	
              A-6B  (0.9%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                6)

            	 	
              (1)

            	 	
              (2)

            	 	
              6

            
	 	 	 	 	 	 	 
	
              B-6B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                6)

            	 	
              (1)

            	 	
              (2)

            	 	
              6

            
	 	 	 	 	 	 	 
	
              C-6B  (Excess
                of Loan Group 6)

            	 	
              (1)

            	 	
              (2)

            	 	
              6

            
	 	 	 	 	 	 	 
	
              A-7B
                (0.9% of the Assumed Balance (calculated for this purpose solely
                as if
                there were no adjustment for any Senior Termination Date) of Loan
                Group
                7)

            	 	
              (1)

            	 	
              (2)

            	 	
              7

            
	 	 	 	 	 	 	 
	
              B-7B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                7)

            	 	
              (1)

            	 	
              (2)

            	 	
              7

            
	 	 	 	 	 	 	 
	
              C-7B
                (Excess of Loan Group 7)

            	 	
              (1)

            	 	
              (2)

            	 	
              7

            
	 	 	 	 	 	 	 
	
              A-8B  (0.9%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                8)

            	 	
              (1)

            	 	
              (2)

            	 	
              8

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	ReMIC
              1B Interests	 	Initial
              Principal Balance	 	Pass-Through
              Rate	 	Corresponding
              Loan Group
	
              B-8B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                8)

            	 	
              (1)

            	 	
              (2)

            	 	
              8

            
	 	 	 	 	 	 	 
	
              C-8B  (Excess
                of Loan Group 8)

            	 	
              (1)

            	 	
              (2)

            	 	
              8

            
	 	 	 	 	 	 	 
	
              A-9B
                (0.9% of the Assumed Balance (calculated for this purpose solely
                as if
                there were no adjustment for any Senior Termination Date) of Loan
                Group
                9)

            	 	
              (1)

            	 	
              (2)

            	 	
              9

            
	 	 	 	 	 	 	 
	
              B-9B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                9)

            	 	
              (1)

            	 	
              (2)

            	 	
              9

            
	 	 	 	 	 	 	 
	
              C-9B
                (Excess of Loan Group 9)

            	 	
              (1)

            	 	
              (2)

            	 	
              9

            
	 	 	 	 	 	 	 
	
              A-10B  (0.9%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                10)

            	 	
              (1)

            	 	
              (2)

            	 	
              10

            
	 	 	 	 	 	 	 
	
              B-10B  (0.1%
                of the Assumed Balance (calculated for this purpose solely as if
                there
                were no adjustment for any Senior Termination Date) of Loan Group
                10)

            	 	
              (1)

            	 	
              (2)

            	 	
              10

            
	 	 	 	 	 	 	 
	
              C-10B  (Excess
                of Loan Group 10)

            	 	
              (1)

            	 	
              (2)

            	 	
              10

            
	 	 	 	 	 	 	 
	
              1B-P

            	 	
              $100

            	 	
              (3)

            	 	
              N/A

            
	 	 	 	 	 	 	 
	
              R-1B

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            


    

    _______________

    (1)
      Each
      Class A Interest will have a principal balance initially equal to 0.9% of the
      Assumed Balance (calculated for this purpose solely as if there were no
      adjustment for any Senior Termination Date) of its corresponding Loan Group.
      Each Class B Interest will have a principal balance initially equal to 0.1%
      of
      the the Assumed Balance (calculated for this purpose solely as if there were
      no
      adjustment for any Senior Termination Date) of its corresponding Loan Group.
      The
      initial principal balance of each Class C Interest will equal the excess of
      the
      initial aggregate principal balance of its corresponding Loan Group over the
      initial aggregate principal balances of the Class A and Class B Interests
      corresponding to such Loan Group.

     

    (2)
      The
      Weighted Average Adjusted Net Mortgage Rate of the corresponding Loan
      Group.

     

    (3)
      The
      Class 1B-P Interests will not bear interest.  The Class 1B -P
      Interests will be entitled to 100% of any Prepayment Charges paid on the
      Mortgage Loans in Aggregate Group II.

     

    (4)
      The
      Class R-1B Interest is the sole class of residual interest in REMIC 1B. It
      has
      no principal balance and pays no principal or interest.

     

    On
      each
      Distribution Date, the Available Funds shall be distributed with respect to
      the
      REMIC 1B Interests in the following manner:

     

    (1)
      Interest is to be distributed with respect to each REMIC 1B Interest according
      to the formulas described above;

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (2)
      Principal Amounts and Realized Losses will be allocated to make the Class 1B-P
      balance equal to the principal balance of the Class II-P Certificates for such
      Distribution Date.

     

    (3)
      If
      Cross-Over Situation does not exist with respect to any Class of Interests,
      then
      Principal Amounts and Realized Losses arising with respect to each Loan Group
      will be allocated: first to cause the Loan Group's corresponding Class A and
      Class B, if any, to equal, respectively, 0.9% of the Assumed Balance (calculated
      for this purpose solely as if there were no adjustment for any Senior
      Termination Date) and 0.1% of the Assumed Balance (calculated for this purpose
      solely as if there were no adjustment for any Senior Termination Date); and
      second to the Loan Group’s corresponding Class C Interest;

     

    (4)
      If a
      Cross-Over Situation exists with respect to the Class A and Class B Interests
      then:

     

    (a)
      if
      the Calculation Rate for Aggregate Loan Group II in respect of the outstanding
      Class A and Class B Interests is less than the Pass-Through Rate in respect
      of
      the Group II Subordinated Certificates, Principal Relocation Payments will
      be
      made proportionately to the outstanding Class A Interests prior to any other
      distributions of principal from each such Loan Group; and

     

    (b)
      if
      the Calculation Rate Aggregate Loan Group II in respect of the outstanding
      Class
      A and Class B Interests is greater than the Pass-Through Rate in respect of
      the
      Group II Subordinated Certificates, Principal Relocation Payments will be made
      proportionately to the outstanding Class B Interests prior to any other
      distributions of principal from each such Loan Group.

     

    In
      case
      of either (a) or (b), Principal Relocation Payments will be made so as to cause
      the Calculation Rate in respect of the outstanding Class A and Class B Interests
      to equal the Pass-Through Rate in respect of the Group II Subordinated
      Certificates. With respect to each Loan Group, if (and to the extent that)
      the
      sum of (a) the principal payments comprising the Principal Amount received
      during the Due Period and (b) the Realized Losses on the Mortgage Loans in
      that
      Loan Group, are insufficient to make the necessary reductions of principal
      on
      the Class A and Class B Interests, then interest will be added to the Loan
      Group's other REMIC 1B Interests that are not receiving Principal Relocation
      Payments, in proportion to their principal balances.

     

    (c)
      Unless otherwise required to achieve the Calculation Rate, the outstanding
      aggregate Class A and Class B Interests for all Loan Groups will not be reduced
      below 1% of the excess of (i) the aggregate Stated Principal Balances of the
      Mortgage Loans in Aggregate Loan Group II as of the end of any Due Period
      (reduced by any Principal Prepayments received after the Due Period that are
      to
      be distributed on the Distribution Date related to the Due Period) over (ii)
      the
      aggregate Class Certificate Balance of the Senior Certificates (excluding the
      Class A-R Certificates) for all Senior Certificate Groups related to Aggregate
      Loan Group II as of the related Distribution Date (after taking into account
      distributions of principal on such Distribution Date).

     

    If
      (and
      to the extent that) the limitation in paragraph (c) prevents the distribution
      of
      principal to the Class A and Class B Interests of a Loan Group, and if the
      Loan
      Group's Class C Interest has already been reduced to zero, then the excess
      principal from that Loan Group will be paid to the Class C Interests of the
      other Loan Group, the aggregate Class A and Class B Interests of which are
      less
      than 1% of the Assumed Balance (calculated for this purpose solely as if there
      were no adjustment for any Senior Termination Date).  If the Mortgage
      Loans in the Loan Group of the Class C Interest that receives such payment
      has a
      Weighted Average Adjusted Net Mortgage Rate below the Weighted Average Adjusted
      Net Mortgage Rate of the Loan Group making the payment, then the payment will
      be
      treated by the REMIC 1B as a Realized Loss. Conversely, if the Loan Group of
      the
      Class C Interest that receives such payment has a Weighted Average Adjusted
      Net
      Mortgage Rate above the Weighted Average Adjusted

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Net
      Mortgage Rate of the Loan Group making the payment, then the payment will be
      treated by the REMIC 1B as a reimbursement for prior Realized
      Losses.

     

    The
      Master REMIC

     

    The
      following table sets forth characteristics of the Certificates, together with
      the minimum denominations and integral multiples in excess thereof in which
      such
      Classes shall be issuable (except that one Certificate of each Class of
      Certificates may be issued in a different amount):

     

    
      	
              Class
                Designation

            	 	
              Initial
                Class Certificate Balance

            	 	
              Pass-Through

              Rate

            	 	
              Minimum
                Denomination

            	 	 	
              Integral
                Multiples in Excess of Minimum

            	 
	
              Class
                1-A-1

            	 	$	
              134,362,000

            	 	
              Variable(1)

            	 	$	
              25,000

            	 	 	$	
              1.00

            	 
	
              Class
                1-A-2

            	 	$	
              22,416,000

            	 	
              Variable(1)

            	 	$	
              25,000

            	 	 	$	
              1.00

            	 
	
              Class
                1-A-3

            	 	$	
              12,803,000

            	 	
              Variable(1)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                1-A-4

            	 	$	
              6,511,000

            	 	
              Variable(1)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                2-A-1

            	 	$	
              95,615,000

            	 	
              Variable(2)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                2-A-2

            	 	$	
              3,672,000

            	 	
              Variable(2)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                3-A-1

            	 	$	
              199,033,000

            	 	
              Variable(3)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                3-A-2

            	 	$	
              6,993,000

            	 	
              Variable(3)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                4-A-1

            	 	$	
              329,346,000

            	 	
              Variable(4)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                4-A-2

            	 	$	
              11,572,000

            	 	
              Variable(4)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                5-A-1

            	 	$	
              170,219,000

            	 	
              Variable(5)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                5-A-2

            	 	$	
              5,981,000

            	 	
              Variable(5)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                6-A-1

            	 	$	
              199,499,000

            	 	
              Variable(6)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                6-A-2

            	 	$	
              7,009,000

            	 	
              Variable(6)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                7-A-1

            	 	$	
              128,744,000

            	 	
              Variable(7)

            	 	$	
              25,000

            	 	 	$	
              1.00

            	 
	
              Class
                7-A-2

            	 	$	
              39,381,000

            	 	
              Variable(7)

            	 	$	
              25,000

            	 	 	$	
              1.00

            	 
	
              Class
                7-A-3

            	 	$	
              18,680,000

            	 	
              Variable(7)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                7-A-4

            	 	$	
              6,563,000

            	 	
              Variable(7)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                8-A-1

            	 	$	
              240,528,000

            	 	
              Variable(8)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                8-A-2

            	 	$	
              8,451,000

            	 	
              Variable(8)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                9-A-1

            	 	$	
              107,366,000

            	 	
              Variable(9)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                9-A-2

            	 	$	
              3,773,000

            	 	
              Variable(9)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                10-A-1

            	 	$	
              192,345,000

            	 	
              Variable(10)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                10-A-2

            	 	$	
              6,758,000

            	 	
              Variable(10)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                A-R

            	 	$	
              100

            	 	
              Variable
                (3)

            	 	$	
              100

            	 	 	
              N/A

            	 
	
              Class
                I-B-1

            	 	$	
              4,877,000

            	 	
              Variable(11)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                I-B-2

            	 	$	
              2,295,000

            	 	
              Variable(11)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                I-B-3

            	 	$	
              1,434,000

            	 	
              Variable(11)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                II-B-1

            	 	$	
              32,506,000

            	 	
              Variable(12)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                II-B-2

            	 	$	
              8,784,000

            	 	
              Variable(12)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                II-B-3

            	 	$	
              7,028,000

            	 	
              Variable(12)

            	 	$	
              25,000

            	 	 	$	
              1,000

            	 
	
              Class
                I-B-4

            	 	$	
              1,148,000

            	 	
              Variable(11)

            	 	$	
              100,000

            	 	 	$	
              1,000

            	 
	
              Class
                I-B-5

            	 	$	
              860,000

            	 	
              Variable(11)

            	 	$	
              100,000

            	 	 	$	
              1,000

            	 
	
              Class
                I-B-6

            	 	$	
              861,171

            	 	
              Variable(11)

            	 	$	
              100,000

            	 	 	$	
              1,000

            	 
	
              Class
                II-B-4

            	 	$	
              7,028,000

            	 	
              Variable(12)

            	 	$	
              100,000

            	 	 	$	
              1,000

            	 
	
              Class
                II-B-5

            	 	$	
              7,027,000

            	 	
              Variable(12)

            	 	$	
              100,000

            	 	 	$	
              1,000

            	 
	
              Class
                II-B-6

            	 	$	
              12,299,141.20

            	 	
              Variable(12)

            	 	$	
              100,000

            	 	 	$	
              1,000

            	 


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 
              
              Class
                Designation

            	 	  
              
              Initial
                Class Certificate Balance

            	 	
              Pass-Through

              Rate

            	 	 	
              Minimum
                Denomination 

            	 	 	
              Integral
                Multiples in Excess of Minimum

            	 
	
              Class
                I-P

            	 	$	
              100

            	 	
              (13)

            	 	$	
              100

            	 	 	
              N/A

            	 
	
              Class
                II-P

            	 	$	
              100

            	 	
              (13)

            	 	$	
              100

            	 	 	
              N/A

            	 
	
              Class
                I-L

            	 	
              N/A

            	 	
              N/A

            	 	 	(14	)	 	 	(14	)
	
              Class
                II-L

            	 	
              N/A

            	 	
              N/A

            	 	 	(14	)	 	 	(14	)


    

     

    
      	
              (1)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 6.09768% per
                annum.

            


    

     

    
      	
              (2)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 2 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 6.12744% per
                annum.

            


    

     

    
      	
              (3)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 3 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 5.10053% per
                annum.

            


    

     

    
      	
              (4)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 4 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 4.74996% per
                annum.

            


    

     

    
      	
              (5)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 5 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 5.47460% per
                annum.

            


    

     

    
      	
              (6)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 6 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 6.21983% per
                annum.

            


    

     

    
      	
              (7)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 7 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 6.36392% per
                annum.

            


    

     

    
      	
              (8)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 8 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 5.96817% per
                annum.

            


    

     

    
      	
              (9)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 9 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 5.39944% per
                annum.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
              (10)

            	
              The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to each Distribution Date will equal the Weighted
                Average
                Adjusted Net Mortgage Rate of the Group 10 Mortgage Loans.  The
                Pass-Through Rate for this Class of Certificates for the Interest
                Accrual
                Period related to the first Distribution Date is 6.12423% per
                annum.

            


    

     

    
      	
              (11)

            	
              The
                Pass-Through Rate for a Class of Group I Subordinated Certificates
                for the
                Interest Accrual Period related to any Distribution Date will be
                a per
                annum rate equal to (a) the sum of the following for each Loan Group
                in
                Aggregate Loan Group I: the product of (x) the related Assumed Balance
                immediately prior to that Distribution Date and (y) the Weighted
                Average
                Adjusted Net Mortgage Rate for that Loan Group and Distribution Date
                divided by (b) the sum of the Assumed Balance for each Loan Group
                in
                Aggregate Loan Group I immediately prior to that Distribution
                Date.  The Pass-Through Rate for each Class of Group I
                Subordinated Certificates for the Interest Accrual Period related
                to the
                first Distribution Date is 6.10841% per annum.  Solely for
                federal income tax purposes, the Pass-Through Rate for a Class of
                Group I
                Subordinated Certificates will be the Calculation Rate for Aggregate
                Loan
                Group I.

            


    

     

    
      	
              (12)

            	
              The
                Pass-Through Rate for a Class of Group II Subordinated Certificates
                for
                the Interest Accrual Period related to any Distribution Date will
                be a per
                annum rate equal to (a) the sum of the following for each Loan Group
                in
                Aggregate Loan Group II: the product of (x) the related Assumed Balance
                immediately prior to that Distribution Date and (y) the Weighted
                Average
                Adjusted Net Mortgage Rate for that Loan Group and Distribution Date
                divided by (b) the sum of the Assumed Balance for each Loan Group
                in
                Aggregate Loan Group II immediately prior to that Distribution
                Date.  The Pass-Through Rate for each Class of Group II
                Subordinated Certificates for the Interest Accrual Period related
                to the
                first Distribution Date is 5.62062% per annum.  Solely for
                federal income tax purposes, the Pass-Through Rate for a Class of
                Group II
                Subordinated Certificates will be the Calculation Rate for Aggregate
                Loan
                Group II.

            


    

     

    
      	
              (13)

            	
              The
                Class I-P and Class II-P Certificates will not bear interest, but
                will be
                entitled to 100% of any Prepayment Charges collected on the Mortgage
                Loans
                in Aggregate Loan Group I and Aggregate Loan Group II,
                respectively.  All amounts in respect of waived Prepayment
                Charges on the Mortgage Loans in the related Aggregate Loan Group
                paid by
                the Servicer to the Class I-P or Class II-P Certificates, as applicable,
                pursuant to Section 3.20(b) will be treated as paid directly by the
                Servicer to the Class I-P or Class II-P Certificates, as applicable,
                and
                not as paid by or through any REMIC created under this
                Agreement.  The Class I-P and Class II-P Certificates, as
                applicable, are issuable as a single
                certificate.

            


    

     

    
      	
              (14)

            	
              The
                Class I-L and Class II-L Certificates will not evidence an interest
                in any
                REMIC and will not be entitled to any interest but will be entitled
                to
                100% of the Late Payment Fees collected on the Mortgage Loans in
                Aggregate
                Loan Group I and Aggregate Loan Group II, respectively.  For
                federal income tax purposes, the Trustee will treat Late Payment
                Fees as
                beneficially owned by the Holder of the Class I-L and Class II-L
                Certificates, as applicable, and shall treat such portion of the
                Trust
                Fund as an interest in a “trust” within the meaning of Treasury
                regulations section 301.7701-4(a) (the “Grantor
                Trust”).  The Class I-L and Class II-L
                Certificates shall each be issued as a single
                certificate.

            


    

     

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

     

    For
      any
      purpose for which the Pass-Through Rates is calculated, the interest rate on
      the
      Mortgage Loans shall be appropriately adjusted to account for the difference
      between the monthly day count convention of the Mortgage Loans and the monthly
      day count convention of the regular interests issued by each of the
      REMICs.  For purposes of calculating the Pass-Through Rates for each
      of the interests

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    issued
      by
      REMIC 1 and the Master REMIC such rates shall be adjusted to equal a monthly
      day
      count convention based on a 30 day month for each Due Period and a 360-day
      year
      so that the Mortgage Loans and all regular interests will be using the same
      monthly day count convention.

     

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

     

    
      	
              Accretion
                Directed Certificates

            	
              None.

            
	 	 
	
              Accrual
                Certificates                                                                     

            	
              None.

            
	 	 
	
              Book-Entry
                Certificates                                                                     

            	
              All
                Classes of Certificates other than the Physical
                Certificates.

            
	 	 
	
              Class
                L
                Certificates                                                                     

            	
              Class
                I-L and Class II-L Certificates.

            
	 	 
	
              Class
                P
                Certificates                                                                     

            	
              Class
                I-P and Class II-P Certificates.

            
	 	 
	
              COFI
                Certificates                                                                     

            	
              None.

            
	 	 
	
              Components                                                                     

            	
              None.

            
	 	 
	
              Component
                Certificates                                                                     

            	
              None.

               

            
	
              Delay
                Certificates                                                                     

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

            
	 	 
	
              ERISA-Restricted
                Certificates

            	
              The
                Residual Certificates and the Private Certificates; the Retained
                Certificates until they have been the subject of an ERISA-Qualifying
                Underwriting; and Certificates of any Class that ceases to have a
                rating
                of BBB- (or its equivalent) or better from at least one Rating
                Agency.

            
	 	 
	
              Group
                I
                Certificates                                                                     

            	
              The
                Group 1 Senior Certificates, Group 2 Senior Certificates and Group
                I
                Subordinated Certificates.

            
	 	 
	
              Group
                II
                Certificates                                                                     

            	
              The
                Group 3 Senior Certificates, the Group 4 Senior Certificates, the
                Group 5
                Senior Certificates, the Group 6 Senior Certificates, the Group 7
                Senior
                Certificates, the Group 8 Senior Certificates, the Group 9 Senior
                Certificates, the Group 10 Senior Certificates and the Group II
                Subordinated Certificates.

            
	 	 
	
              Group
                I Senior
                Certificates                                                                     

            	
              Group
                1 and Group 2 Senior Certificates.

            
	 	 
	
              Group
                II Senior
                Certificates                                                                     

            	
              Group
                3, Group 4, Group 5, Group 6, Group 7, Group 8, Group 9 and Group
                10
                Senior Certificates.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Group
                I Subordinated Certificates

            	
              Class
                I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5 and Class
                I-B-6
                Certificates.

            
	 	 
	
              Group
                II Subordinated Certificates

            	
              Class
                II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and
                Class
                II-B-6 Certificates.

            
	 	 
	
              Group
                1 Senior
                Certificates                                                                     

            	
              Class
                1-A-1, Class 1-A-2, Class 1-A-3 and Class 1-A-4
                Certificates.

            
	 	 
	
              Group
                2 Senior
                Certificates                                                                     

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

            
	 	 
	
              Group
                3 Senior
                Certificates                                                                     

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

            
	 	 
	
              Group
                4 Senior
                Certificates                                                                     

            	
              Class
                4-A-1 and Class 4-A-2 Certificates.

            
	 	 
	
              Group
                5 Senior
                Certificates                                                                     

            	
              Class
                5-A-1 and Class 5-A-2 Certificates.

            
	 	 
	
              Group
                6 Senior
                Certificates                                                                     

            	
              Class
                6-A-1 and Class 6-A-2 Certificates.

            
	 	 
	
              Group
                7 Senior
                Certificates                                                                     

            	
              Class
                7-A-1, Class 7-A-2, Class 7-A-3 and Class 7-A-4
                Certificates.

            
	 	 
	
              Group
                8 Senior
                Certificates                                                                     

            	
              Class
                8-A-1 and Class 8-A-2 Certificates.

            
	 	 
	
              Group
                9 Senior
                Certificates                                                                     

            	
              Class
                9-A-1 and Class 9-A-2 Certificates.

            
	 	 
	
              Group
                10 Senior
                Certificates                                                                     

            	
              Class
                10-A-1 and Class 10-A-2 Certificates.

            
	 	 
	
              LIBOR
                Certificates                                                                     

            	
              None.

            
	 	 
	
              Non-Delay
                Certificates                                                                     

            	
              LIBOR
                Certificates.

            
	 	 
	
              Notional
                Amount
                Certificates                                                                     

            	
              None.

            
	 	 
	 	 
	
              Offered
                Certificates                                                                     

            	
              All
                Classes of Certificates other than the Private
                Certificates.

            
	 	 
	
              Physical
                Certificates                                                                     

            	
              Class
                A-R Certificates and the Private Certificates.

            
	 	 
	
              Planned
                Principal
                Classes                                                                     

            	
              None.

            
	 	 
	
              Principal
                Only
                Certificates                                                                     

            	
              None.

            
	 	 
	
              Private
                Certificates                                                                     

            	
              Class
                I-L, Class II-L, Class I-P, Class II, Class I-B-4, Class I-B-5, Class
                I-B-6, Class II-B-4, Class II-B-5 and Class II-B-6
                Certificates.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Rating
                Agencies                                                                     

            	
              Fitch
                and S&P.

            
	 	 
	
              Regular
                Certificates                                                                     

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

            
	 	 
	
              Residual
                Certificate                                                                     

            	
              Class
                A-R Certificates.

            
	 	 
	
              Retained
                Certificates                                                                     

            	
              Class
                1-A-3, Class 1-A-4, Class 2-A-1, Class 2-A-2, Class 3-A-1, Class
                3-A-2,
                Class 4-A-1, Class 4-A-2, Class 5-A-1, Class 5-A-2, Class 6-A-1,
                Class
                6-A-2, Class 7-A-3, Class 7-A-4, Class 8-A-1, Class 8-A-2, Class
                9-A-1,
                Class 9-A-2, Class 10-A-1, Class 10-A-2, Class I-B-1, Class I-B-2,
                Class
                I-B-3, Class II-B-1, Class II-B-2 and Class II-B-3
                Certificates.

            
	 	 
	
              Senior
                Certificates                                                                     

            	
              Class
                1-A-1, Class 1-A-2, Class 1-A-3, Class 1-A-4, Class 2-A-1, Class
                2-A-2,
                Class 3-A-1, Class 3-A-2, Class 4-A-1, Class 4-A-2, Class 5-A-1,
                Class
                5-A-2, Class 6-A-1, Class 6-A-2, Class 7-A-1, Class 7-A-2, Class
                7-A-3,
                Class 7-A-4, Class 8-A-1, Class 8-A-2, Class 9-A-1, Class 9-A-2,
                Class
                10-A-1, Class 10-A-2 and Class A-R Certificates.

            
	 	 
	
              Subordinated
                Certificates                                                                     

            	
              Class
                I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class
                I-B-6,
                Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5
                and
                Class II-B-6 Certificates.

            
	 	 
	
              Targeted
                Principal
                Classes                                                                     

            	
              None.

            
	 	 
	
              Targeted
                Principal Component

            	
              None.

            
	 	 


    

    


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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      ONE

     

    Definitions

     

    Section
      1.01    Definitions.

     

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

     

    Accretion
      Directed Certificates:  As specified in the Preliminary
      Statement.

     

    Accretion
      Direction Rule:  Not applicable.

     

    Accrual
      Amount:  Not applicable.

     

    Accrual
      Certificates:  As specified in the Preliminary
      Statement.

     

    Accrual
      Termination Date:  Not applicable.

     

    Additional
      Designated Information:  As defined in Section
      11.02.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Aggregate
      Subordinated Percentage:  With respect to any
      Distribution Date and group of Subordinated Certificates, the fraction
      (expressed as a percentage) the numerator of which is the

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    aggregate
      Class Certificate Balance of those Subordinated Certificates immediately prior
      to such Distribution Date and the denominator of which is the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Aggregate Loan Group
      as
      of the Due Date in the month preceding the month of such Distribution Date
      (after giving effect to Principal Prepayments received in the Prepayment Period
      related to that prior Due Date).

     

    Aggregate
      Loan Group: Either Aggregate Loan Group I or Aggregate Loan Group
      II, as applicable.

     

    Aggregate
      Loan Group I: Collectively, Loan Group 1 and Loan Group
      2.

     

    Aggregate
      Loan Group II: Collectively, Loan Group 3, Loan Group 4, Loan
      Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan Group 9 and Loan Group
      10.

     

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

     

    Allocable
      Share:  As to any Distribution Date and Class of
      Certificates, the ratio that the amount calculated with respect to such
      Distribution Date (A) with respect to the Senior Certificates of the related
      Senior Certificate Group, pursuant to clause (i) of the definition of Class
      Optimal Interest Distribution Amount (without giving effect to any reduction
      of
      such amount pursuant to Section 4.02 (d)) and (B) with respect to the
      Subordinated Certificates, pursuant to the definition of Assumed Interest Amount
      or after a related Senior Termination Date (in the case of the Group I
      Subordinated Certificates) or the seventh related Senior Termination Date (in
      the case of the Group II Subordinated Certificates) pursuant to clause (i)
      of
      the definition of Class Optimal Interest Distribution Amount (without giving
      effect to any reduction of such amount pursuant to Section 4.02(d)) bears to
      the
      amount calculated with respect to such Distribution Date for each Class of
      Certificates pursuant to clause (i) of the definition of Class Optimal Interest
      Distribution Amount (without giving effect to any reduction of such amount
      pursuant to Section 4.02(d)) or the definition of Assumed Interest Amount for
      such Loan Group and Class, as applicable.

     

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

     

    Applicable
      Credit Support Percentage:  As
      defined in Section 4.02(e).

     

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

     

    Assumed
      Balance:  With respect to any Distribution Date and Loan
      Group, the product of the related Subordinated Percentage for such Loan Group
      as
      of such Distribution Date and the aggregate Stated Principal Balance of the
      Mortgage Loans in such Loan Group as of the Due Date occurring in the month
      preceding the month of such Distribution Date (after giving effect to Principal
      Prepayments received in the Prepayment Period related to such prior Due
      Date).

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Assumed
      Interest Amount:  With respect to any Distribution Date,
      any Class of Subordinated Certificates and any Loan Group, one month’s interest
      accrued during the related Interest Accrual Period at the Pass-Through Rate
      for
      such Class on the such Class’s pro rata interest (based on its Class Certificate
      Balance) of the Assumed Balance for such Loan Group immediately prior to that
      Distribution Date.

     

    Available
      Funds:  As to any Distribution Date and the Mortgage
      Loans in a Loan Group, the sum of (a) the aggregate amount held in the
      Certificate Account at the close of business on the related Determination Date,
      including any Subsequent Recoveries with respect to the Mortgage Loans in that
      Loan Group, net of the Amount Held for Future Distribution, net of Prepayment
      Charges, the $200 held in trust for the benefit of the Classes of Class P
      Certificates and Late Payment Fees, and net of amounts permitted to be withdrawn
      from the Certificate Account pursuant to clauses (i) - (viii), inclusive, of
      Section 3.09(a) and amounts permitted to be withdrawn from the Distribution
      Account pursuant to clauses (i) - (iii), inclusive, of Section 3.09(b),
      (b) the amount of the related Advance, (c) in connection with
      Defective Mortgage Loans in such Loan Group, as applicable, the aggregate of
      the
      Purchase Prices and Substitution Adjustment Amounts deposited on the related
      Distribution Account Deposit Date, and (d) any amount deposited on the related
      Distribution Account Deposit Date pursuant to Section 3.10.  The
      Holders of the Class P Certificates will be entitled to all Prepayment Charges,
      and the Holders of the Class L Certificates will be entitled to all Late Payment
      Fees, 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.

     

    Bankruptcy
      Coverage Termination Date:  As to either Aggregate Loan
      Group, the point in time at which the related Bankruptcy Loss Coverage Amount
      is
      reduced to zero.

     

    Bankruptcy
      Loss:  With respect to any Mortgage Loan, a Deficient
      Valuation or Debt Service Reduction; provided, however, that a
      Bankruptcy Loss shall not be deemed a Bankruptcy Loss under this Agreement
      so
      long as the Servicer has notified the Trustee in writing that the Servicer
      is
      diligently pursuing any remedies that may exist in connection with the related
      Mortgage Loan and either (A) the related Mortgage Loan is not in default with
      regard to payments due under the Mortgage Loan or (B) delinquent payments of
      principal and interest under the related Mortgage Loan and any related escrow
      payments in respect of such Mortgage Loan are being advanced on a current basis
      by the Servicer, in either case without giving effect to any Debt Service
      Reduction or Deficient Valuation..

     

    Bankruptcy
      Loss Coverage Amount:  The Group I Bankruptcy Loss
      Coverage Amount or the Group II Bankruptcy Loss Coverage Amount.

     

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

     

    Calculation
      Rate:  For each Distribution Date, the
      product of (i) 10 and (ii) the weighted average pass-through rate of the
      outstanding Class A and Class B Interests, treating each of the Class A
      Interests as having an Interest Rate of 0.00%.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    Cap
      Counterparty:  Not 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 Servicer pursuant to Section 3.06(d) with a
      depository institution in the name of the Servicer for the benefit of the
      Trustee on behalf of Certificateholders and designated “IndyMac Bank, F.S.B., in
      trust for the registered holders of IndyMac INDX Mortgage Loan Trust
      2007-AR21IP, Mortgage Pass-Through Certificates, Series
      2007-AR21IP.”

     

    Certificate
      Balance: With respect to any Certificate (other than a Notional
      Amount Certificate and the Class L Certificates) at any date of determination,
      the maximum dollar amount of principal to which the Holder thereof is then
      entitled under this Agreement, such amount being equal to the Denomination
      thereof (A) plus any increase in the Certificate Balance of such
      Certificate pursuant to Section 4.02 due to the receipt of Subsequent Recoveries
      on the Mortgage Loans in a Loan Group, (B) minus the sum of (i) all
      distributions of principal previously made with respect thereto and (ii) all
      Realized Losses allocated to that Certificate and, in the case of any
      Subordinated Certificates, all other reductions in Certificate Balance
      previously allocated to that Certificate pursuant to Section 4.05 and (C) in
      the
      case of any Class of Accrual Certificates, plus the Accrual Amount added
      to the Class Certificate Balance of such Class prior to such
      date.  The Notional Amount Certificates and the Class L Certificates
      do not have Certificate Balances.

     

    Certificate
      Group:  The Group I Certificates or the Group II
      Certificates, as the context requires.

     

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

     

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

     

    Certificate
      Register:  The register maintained pursuant to Section
      5.02.

     

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

     

    Certification
      Party:  As defined in Section 11.05.

     

    Certifying
      Person:  As defined in Section 11.05.

     

    
      
        
        

      

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

     

    Class
      A Interest: Each of the Class A-1, Class A-2 and Class A-3
      Interests.

     

    Class
      B Interest: Each of the Class B-1, Class B-2 and Class B-3
      Interests.

     

    Class
      C Interest: Each of the Class C-1, Class C-2, Class C-3 and Class
      C-4 Interests.

     

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

     

    Class
      Interest Shortfall:  As to any Distribution Date and
      Class, the amount by which the amount described in clause (i) of the definition
      of Class Optimal Interest Distribution Amount for such Class exceeds the amount
      of interest actually distributed on such Class on such Distribution Date
      pursuant to such clause (i).

     

    Class
      Optimal Interest Distribution Amount:  With respect to
      any Distribution Date and interest-bearing Class, the sum of (i) one month’s
      interest accrued during the related Interest Accrual Period at the Pass-Through
      Rate for such Class on the related Class Certificate Balance or Notional Amount,
      as applicable, immediately prior to such Distribution Date, subject to reduction
      pursuant to Section 4.02(d), and (ii) any Class Unpaid Interest Amounts for
      such
      Class.

     

    Class
      Subordination Percentage:  With respect to any
      Distribution Date and each Class of Subordinated Certificates in a Subordinated
      Certificate Group, the fraction (expressed as a percentage) the numerator of
      which is the Class Certificate Balance of such Class of Subordinated
      Certificates immediately prior to such Distribution Date and the denominator
      of
      which is the aggregate Class Certificate Balance of all Classes of Certificates
      in the same Certificate Group immediately prior to such Distribution
      Date.

     

    Class
      Unpaid Interest Amounts:  As to any Distribution Date
      and Class of interest-bearing Certificates, the amount by which the aggregate
      Class Interest Shortfalls for such Class on prior Distribution Dates exceeds
      the
      amount distributed on such Class on prior Distribution Dates pursuant to clause
      (ii) of the definition of Class Optimal Interest Distribution
      Amount.

     

    Closing
      Date:  November 5, 2007.

     

    CMT
      Index:  Not applicable.

     

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

     

    COFI:  Not
      applicable.

     

    COFI
      Certificates:  Not applicable.

     

    Commission:  The
      United States Securities and Exchange Commission.

     

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

     

    Components:  Not
      applicable.

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    Corporate
      Trust Office:  The designated office of the Trustee in
      the State of California at which at any particular time its corporate trust
      business with respect to this Agreement is administered, which office at the
      date of the execution of this Agreement is located at 1761 East
      St.  Andrew Place, Santa Ana, California 92705, Attn: Mortgage
      Administration-IN07AL (IndyMac MBS, Inc., IndyMac INDX Mortgage Loan Trust
      2007-AR21IP, Mortgage Pass-Through Certificates, Series 2007-AR21IP), and which
      is the address to which notices to and correspondence with the Trustee should
      be
      directed or, with respect to the Certificate Registrar, the designated office
      for presentment and surrender of Certificates for registration of transfer,
      exchange or final payment thereof is located at Deutsche Bank National Trust
      Company c/o DB Services Tennessee, 648 Grassmere Park Road, Nashville,
      Tennessee, 37211-3658, Attention: Transfer Unit.

     

    Cross-over
      Situation: For any Distribution Date and for any
      Loan Group in Aggregate Loan Group II (after taking into account principal
      distributions on such Distribution Date) a Cross-Over Situation exists with
      respect to the Class A and Class B Interests of the Loan Group if such Interests
      in the aggregate are less than 1% of the Assumed Balance of the related Loan
      Group.

     

    Cut-off
      Date:  October 1, 2007.

     

    Cut-off
      Date Pool Principal
      Balance:  $2,043,767,412.36.

     

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

     

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

     

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

     

    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.

     

    
      
        
        

      

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

     

    Delay
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Delay
      Delivery Mortgage Loans:  The Mortgage Loans identified
      on the Mortgage Loan Schedule for which none of a related Mortgage File, or
      neither the Mortgage Note, nor a 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 Mortgage Loans in each Loan Group, not later than the
      Closing Date, and

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Distribution
      Account:  The separate Eligible Account created and
      maintained by the Trustee pursuant to Section 3.06(e) in the name of the Trustee
      for the benefit of the Certificateholders and designated “Deutsche Bank National
      Trust Company  in trust for registered holders of IndyMac
      INDX

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Mortgage
      Loan Trust 2007-AR21IP, Mortgage Pass-Through Certificates, Series 2007-AR21IP.”
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 November 2007.

     

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

     

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

     

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

     

    Eligible
      Account: Any of

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

    Event
      of Default:  As defined in Section 7.01.

     

    Excess
      Loss:  With respect to either Aggregate Loan Group the
      amount of any (i) Special Hazard Loss on the Mortgage Loans in such Aggregate
      Loan Group realized after the related Special Hazard Coverage Termination Date
      or (ii) Bankruptcy Loss on the Mortgage Loans realized after the related
      Bankruptcy Coverage Termination Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Fitch:  Fitch,
      Inc., or any successor thereto.  If Fitch is designated as a Rating
      Agency in the Preliminary Statement, for purposes of Section 10.05(b) the
      address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,
      New
      York, NY 10004, Attention: MBS Monitoring - IndyMac 2007-AR21IP, or any other
      address Fitch furnishes to the Depositor and the Servicer.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    Fraud
      Loan:  A Liquidated Mortgage Loan as to which a Fraud
      Loss has occurred.

     

    Fraud
      Loss Coverage Amount:  Not applicable.

     

    Fraud
      Loss Coverage Termination Date:  Not
      applicable.

     

    Fraud
      Losses:  Realized Losses on Mortgage Loans as to which a
      loss is sustained by reason of a default arising from fraud, dishonesty or
      misrepresentation in connection with the related Mortgage Loan, including a
      loss
      by reason of the denial of coverage under any related Primary Insurance Policy
      because of such fraud, dishonesty or misrepresentation.

     

    Grantor
      Trust:  As specified in the Preliminary
      Statement.

     

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

     

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

     

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

     

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

     

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

     

    Group
      3 Mortgage Loan:  Any Mortgage Loan in Loan Group
      3.

     

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

     

    Group
      4 Mortgage Loan:  Any Mortgage Loan in Loan Group
      4.

     

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

     

    Group
      5 Mortgage Loan:  Any Mortgage Loan in Loan Group
      5.

     

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

     

    Group
      6 Mortgage Loan:  Any Mortgage Loan in Loan Group
      6.

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    Group
      7 Mortgage Loan:  Any Mortgage Loan in Loan Group
      7.

     

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

     

    Group
      8 Mortgage Loan:  Any Mortgage Loan in Loan Group
      8.

     

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

     

    Group
      9 Mortgage Loan:  Any Mortgage Loan in Loan Group
      9.

     

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

     

    Group
      10 Mortgage Loan:  Any Mortgage Loan in Loan Group
      10.

     

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

     

    Group
      I Bankruptcy Loss Coverage Amount:  As of any date of
      determination, the Group I Bankruptcy Loss Coverage Amount shall equal the
      Initial Group I Bankruptcy Loss Coverage Amount as reduced by (i) the aggregate
      amount of Bankruptcy Losses allocated to the Group I Certificates since the
      Cut-off Date and (ii) any permissible reductions in the Group I Bankruptcy
      Loss
      Coverage Amount as evidenced by a letter of each Rating Agency to the Trustee
      to
      the effect that any such reduction will not result in a downgrading,
      qualification or withdrawal of the then current ratings assigned to the Classes
      of Certificates rated by it.

     

    Group
      I Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      I Fraud Loss Coverage Amount:  Not
      applicable.

     

    Group
      I Original Subordinated Principal Balance: With respect to
      Aggregate Loan Group I and any Distribution Date on or prior to a Senior
      Termination Date related to Group I Certificates, the Group I Subordinated
      Percentage for the applicable Loan Group in Aggregate Loan Group I of the
      aggregate Cut-off Date Principal Balance of the Mortgage Loans in that Loan
      Group; or if such date is after such Senior Termination Date, the aggregate
      Class Certificate Balance of the Group I Subordinated Certificates as of the
      Closing Date.

     

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

     

    Group
      I Senior Percentage:  As to any Senior Certificate Group
      of Group I Senior Certificates and any Distribution Date, the percentage
      equivalent (not greater than 100%) of a fraction, the numerator of which is
      the
      aggregate Class Certificate Balance of the Senior Certificates of such Senior
      Certificate Group immediately before the Distribution Date and the denominator
      of which is the aggregate Stated Principal Balance of the Mortgage Loans in
      the
      related Loan Group as of the Due Date occurring in the month prior to the month
      of that Distribution Date (after giving effect to Principal Prepayments in
      the
      Prepayment Period related to that Due Date); provided, however, that on any
      Distribution Date after a related Senior Termination Date, the Group I Senior
      Percentage of the remaining Senior Certificate Group of Group I Senior
      Certificates is the percentage equivalent (not greater than 100%) of a fraction,
      the numerator of which is the aggregate Class Certificate Balance of the Group
      I
      Senior Certificates of such remaining Senior Certificate Group immediately
      prior
      to such Distribution Date and the denominator of which is the aggregate Class
      Certificate Balance of all Classes of Group I Certificates immediately prior
      to
      such Distribution Date.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    Group
      I Senior Step Down Conditions:  As to any Distribution
      Date and Aggregate Loan Group I: (i) the aggregate Stated Principal Balance
      of all the Group I Mortgage Loans that are either (x) 60 days or more Delinquent
      (averaged over the preceding six month period) (including any Mortgage Loans
      subject to foreclosure proceedings, REO Property (regardless of whether that
      Mortgage Loan is 60 days or more Delinquent) and Group I Mortgage Loans the
      Mortgagors of which are in bankruptcy and excluding any Group I Mortgage Loans
      referred to in clause (i)(y) of this definition) or (y) the subject of a Loan
      Modification during the preceding 12-month period, as a percentage of (a) if
      such date is on or prior to a related Senior Termination Date, the Group I
      Subordinated Percentage for that Loan Group of the aggregate Stated Principal
      Balance of the Mortgage Loans in that Loan Group, or (b) if such date is after
      such Senior Termination Date, the aggregate Class Certificate Balance of the
      Group I Subordinated Certificates immediately prior to such Distribution Date,
      does not equal or exceed 50%, and (ii) cumulative Realized Losses do not exceed:
      (a) commencing with the Distribution Date on the seventh anniversary of the
      first Distribution Date, 30% of the Group I Original Subordinated Principal
      Balance, (b) commencing with the Distribution Date on the eighth
      anniversary of the first Distribution Date, 35% of the Group I Original
      Subordinated Principal Balance, (c) commencing with the Distribution Date
      on the ninth anniversary of the first Distribution Date, 40% of the Group I
      Original Subordinated Principal Balance, (d) commencing with the
      Distribution Date on the tenth anniversary of the first Distribution Date,
      45%
      of the Group I Original Subordinated Principal Balance, and (e) commencing
      with the Distribution Date on the eleventh anniversary of the first Distribution
      Date and thereafter, 50% of the Group I Original Subordinated Principal
      Balance.

     

    Group
      I Special Hazard Loss Coverage Amount:  With respect to
      the first Distribution Date, $5,513,526.  With respect to any
      Distribution Date after the first Distribution Date, the lesser of (a) the
      greatest of (i) 1% of the aggregate of the principal balances of the Mortgage
      Loans in Aggregate Loan Group I, (ii) twice the principal balance of the largest
      Mortgage Loan in Aggregate Loan Group I and (iii) the aggregate of the principal
      balances of all Mortgage Loans in Aggregate Loan Group I secured by Mortgaged
      Properties located in the single California postal zip code area having the
      highest aggregate principal balance of any such zip code area and (b) the Group
      I Special Hazard Loss Coverage Amount as of the Closing Date less the amount,
      if
      any, of Special Hazard Losses allocated to the Group I Certificates since the
      Closing Date.  All principal balances for the purpose of this
      definition will be calculated as of the first day of the calendar month
      preceding the month of such Distribution Date after giving effect to Scheduled
      Payments on the Mortgage Loans in Aggregate Loan Group I then due, whether
      or
      not paid.

     

    Group
      I Special Hazard Coverage Termination Date:  The point
      in time at which the Group I Special Hazard Loss Coverage Amount is reduced
      to
      zero.

     

    Group
      I Subordinated Certificates:  As specified in the
      Preliminary Statement.

     

    Group
      I Subordinated Percentage:  With respect to any
      Distribution Date on or prior to a related Senior Termination Date, any Loan
      Group in Aggregate Loan Group I and the Group I Subordinated Certificates,
      the
      difference between 100% and the Group I Senior Percentage of the Senior
      Certificate Group relating to that Loan Group on such Distribution
      Date.  After a related Senior Termination Date the difference between
      100% and the Group I Senior Percentage for such Distribution Date.

     

    Group
      I Two Times Test:  With respect to any Distribution Date
      and Aggregate Loan Group I (x) on or before the Distribution Date in October
      2010, the Aggregate Subordinated Percentage of the Group I Subordinated
      Certificates is at least 200% of that Aggregate Subordinated Percentage as
      of
      the Closing Date, the Group I Senior Step Down Conditions are satisfied and
      cumulative Realized Losses on the Group 1 Mortgage Loans do not exceed 20%
      of
      the aggregate Class Certificate Balance of the Group I Subordinated Certificates
      as of the Closing Date and (y) after the Distribution Date in October 2010,
      the
      Aggregate Subordinated Percentage of the Group I Subordinated Certificates
      is at
      least 200% of that

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    Aggregate
      Subordinated Percentage as of the Closing Date, the Group I Senior Step Down
      Conditions are satisfied and cumulative Realized Losses on the Group I Mortgage
      Loans do not exceed 30% of the aggregate Class Certificate Balance of the Group
      I Subordinated Certificates as of the Closing Date.

     

    Group
      II Bankruptcy Loss Coverage Amount:  As of any date of
      determination, the Initial Group II Bankruptcy Loss Coverage Amount as reduced
      by (i) the aggregate amount of Bankruptcy Losses allocated to the Group II
      Certificates since the Cut-off Date and (ii) any permissible reductions in
      the
      Group II Bankruptcy Loss Coverage Amount as evidenced by a letter of each Rating
      Agency to the Trustee to the effect that any such reduction will not result
      in a
      downgrading, qualification or withdrawal of the then current ratings assigned
      to
      the Classes of Certificates rated by it.

     

    Group
      II Certificates:  As specified in the Preliminary
      Statement.

     

    Group
      II Fraud Loss Coverage Amount:  Not
      applicable.

     

    Group
      II Original Subordinated Principal Balance: With respect to
      Aggregate Loan Group II and any Distribution Date on or prior to the related
      seventh Senior Termination Date, the Group II Subordinated Percentage for the
      applicable Loan Group in Aggregate Loan Group II of the aggregate Cut-off Date
      Principal Balance of the Mortgage Loans in that Loan Group; or if such date
      is
      after such Senior Termination Date, the aggregate Class Certificate Balance
      of
      the Group II Subordinated Certificates as of the Closing Date.

     

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

     

    Group
      II Senior Percentage:  As to any Senior Certificate
      Group of Group II Senior Certificates and any Distribution Date, the percentage
      equivalent (not greater than 100%) of a fraction, the numerator of which is
      the
      aggregate Class Certificate Balance of the Senior Certificates of such Senior
      Certificate Group immediately before the Distribution Date and the denominator
      of which is the aggregate Stated Principal Balance of the Mortgage Loans in
      the
      related Loan Group as of the Due Date occurring in the month prior to the month
      of that Distribution Date (after giving effect to Principal Prepayments in
      the
      Prepayment Period related to that Due Date); provided, however, that on any
      Distribution Date after the related seventh Senior Termination Date, the Group
      II Senior Percentage of the remaining Senior Certificate Group of Group II
      Senior Certificates is the percentage equivalent (not greater than 100%) of
      a
      fraction, the numerator of which is the aggregate Class Certificate Balance
      of
      the Group II Senior Certificates of such remaining Senior Certificate Group
      immediately prior to such Distribution Date and the denominator of which is
      the
      aggregate Class Certificate Balance of all Classes of Group II Certificates
      immediately prior to such Distribution Date.

     

    Group
      II Senior Step Down Conditions:  As to any Distribution
      Date and Loan Group in Aggregate Loan Group II: (i) the aggregate Stated
      Principal Balance of all the Group II Mortgage Loans that are either (x) 60
      days
      or more Delinquent (averaged over the preceding six month period) (including
      any
      Mortgage Loans subject to foreclosure proceedings, REO Property (regardless
      of
      whether that Mortgage Loan is 60 days or more Delinquent) and Mortgage Loans in
      Aggregate Loan Group II the Mortgagors of which are in bankruptcy and excluding
      any Group II Mortgage Loans referred to in clause (i)(y) of this definition)
      or
      (y) the subject of a Loan Modification during the preceding 12-month period,
      as
      a percentage of (a) if such date is on or prior to the related seventh Senior
      Termination Date, the Group II Subordinated Percentage for that Loan Group
      of
      the aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group,
      or (b) if such date is after such Senior Termination Date, the aggregate Class
      Certificate Balance of the Group II Subordinated Certificates immediately prior
      to such Distribution Date, does not equal or exceed 50%, and (ii) cumulative
      Realized Losses do not exceed:(a) commencing with the Distribution Date on
      the seventh anniversary of the first Distribution Date, 30% 

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    of
      the
      Group II Original Subordinated Principal Balance, (b) commencing with the
      Distribution Date on the eighth anniversary of the first Distribution Date,
      35%
      of the Group II Original Subordinated Principal Balance, (c) commencing
      with the Distribution Date on the ninth anniversary of the first Distribution
      Date, 40% of the Group II Original Subordinated Principal Balance,
      (d) commencing with the Distribution Date on the tenth anniversary of the
      first Distribution Date, 45% of the Group II Original Subordinated Principal
      Balance, and (e) commencing with the Distribution Date on the eleventh
      anniversary of the first Distribution Date and thereafter, 50% of the Group
      II
      Original Subordinated Principal Balance.

     

    Group
      II Special Hazard Loss Coverage Amount:  With respect to
      the first Distribution Date, $17,571,119.  With respect to any
      Distribution Date after the first Distribution Date, the lesser of (a) the
      greatest of (i) 1% of the aggregate of the principal balances of the Mortgage
      Loans in Aggregate Loan Group II, (ii) twice the principal balance of the
      largest Mortgage Loan in Aggregate Loan Group II and (iii) the aggregate of
      the
      principal balances of all Mortgage Loans in Aggregate Loan Group II secured
      by
      Mortgaged Properties located in the single California postal zip code area
      having the highest aggregate principal balance of any such zip code area and
      (b)
      the Group II Special Hazard Loss Coverage Amount as of the Closing Date less
      the
      amount, if any, of Special Hazard Losses allocated to the Group II Certificates
      since the Closing Date.  All principal balances for the purpose of
      this definition will be calculated as of the first day of the calendar month
      preceding the month of such Distribution Date after giving effect to Scheduled
      Payments on the Mortgage Loans in Aggregate Loan Group II then due, whether
      or
      not paid.

     

    Group
      II Special Hazard Coverage Termination Date:  The point
      in time at which the Group II Special Hazard Loss Coverage Amount is reduced
      to
      zero.

     

    Group
      II Subordinated Certificates:  As specified in the
      Preliminary Statement.

     

    Group
      II Subordinated Percentage: With respect to any Distribution Date
      on or prior to the related seventh Senior Termination Date, any Loan Group
      in
      Aggregate Loan Group II and the Group II Subordinated Certificates, the
      difference between 100% and the Group II Senior Percentage of the Senior
      Certificate Group relating to that Loan Group on such Distribution
      Date.  After the seventh related Senior Termination Date the
      difference between 100% and the Group II Senior Percentage for such Distribution
      Date.

     

    Group
      II Two Times Test:  With respect to any Distribution
      Date and Aggregate Loan Group II (x) on or before the Distribution Date in
      October 2010, the Aggregate Subordinated Percentage for the Group II
      Subordinated Certificates is at least 200% of that Aggregate Subordinated
      Percentage as of the Closing Date, the Group II Senior Step Down Conditions
      are
      satisfied and cumulative Realized Losses on the Mortgage Loans in Aggregate
      Loan
      Group II do not exceed 20% of the aggregate Class Certificate Balance of the
      Group II Subordinated Certificates as of the Closing Date and (y) after the
      Distribution Date in October 2010, the Aggregate Subordinated Percentage for
      the
      Group II Subordinated Certificates is at least 200% of that Aggregate
      Subordinated Percentage as of the Closing Date, the Group II Senior Step Down
      Conditions are satisfied and cumulative Realized Losses on the Mortgage Loans
      in
      Aggregate Loan Group II do not exceed 30% of the aggregate Class Certificate
      Balance of the Group II Subordinated Certificates as of the Closing
      Date.

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    Hedged
      Certificates:  Not applicable.

     

    Index:  Not
      applicable.

     

    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 Bankruptcy Loss Coverage
      Amount:  $100,000.

     

    Initial
      Group II Bankruptcy Loss Coverage
      Amount:  $484,950.

     

    Initial
      LIBOR Rate:  Not applicable.

     

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

     

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

     

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

     

    Interest
      Accrual Period:  With respect to each Class of Delay
      Certificates and any Distribution Date, the calendar month prior to the month
      of
      such Distribution Date.  With respect to each Class of Non-Delay
      Certificates and any Distribution Date, the one-month period commencing on
      the
      25th day of the month preceding the month in which such Distribution Date occurs
      and ending on the 24th day of the month in which such Distribution Date
      occurs.  All Classes of Certificates will accrue interest on the basis
      of a 360-day year consisting of twelve 30-day months.

     

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

     

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

     

    Interest
      Settlement Rate:  As defined in Section
      4.09.

     

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

     

    Last
      Scheduled Distribution Date:  The Distribution Date in
      the month immediately following the month of the latest scheduled maturity
      date
      for any of the Mortgage Loans.

     

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

     

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

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


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

     

    LIBOR:  The
      London interbank offered rate for one month United States dollar deposits
      calculated in the manner described in Section 4.09.

     

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

     

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

     

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

     

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

     

    Loan
      Group:  Any of Loan Group 1, Loan Group 2, Loan Group 3,
      Loan Group 4, Loan Group 5, Loan Group 6, Loan Group 7, Loan Group 8, Loan
      Group
      9 and Loan Group 10, as applicable.

     

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

     

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

     

    Loan
      Group 3:  All Mortgage Loans identified as Group 3
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Group 4:  All Mortgage Loans identified as Group 4
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Group 5:  All Mortgage Loans identified as Group 5
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Group 6:  All Mortgage Loans identified as Group 6
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Group 7:  All Mortgage Loans identified as Group 7
      Mortgage Loans on the Mortgage Loan Schedule.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    Loan
      Group 8:  All Mortgage Loans identified as Group 8
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Group 9:  All Mortgage Loans identified as Group 9
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Group 10:  All Mortgage Loans identified as Group 10
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Modification:  A permanent change in one or more terms
      of a Mortgage Note pursuant to either (x) a Preemptive Loan Modification or
      (y)
      Section 3.12.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


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

     

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

     

    Mortgage
      Index: Six-Month LIBOR Index, One-Year LIBOR Index or One-Year CMT
      Index.

     

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

     

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

     

    
      	
               

            	
              (i)

            	
              the
                loan number;

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                maturity date;

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                original principal balance;

            


    

     

    
      	
               

            	
              (v)

            	
              the
                Cut-off Date Principal Balance;

            


    

     

    
      	
               

            	
              (vi)

            	
              the
                first payment date of the Mortgage
                Loan;

            


    

     

    
      	
               

            	
              (vii)

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

            


    

     

    
      	
               

            	
              (viii)

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

            


    

     

    
      	
               

            	
              (ix)

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

            


    

     

    
      	
               

            	
              (x)

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

            


    

     

    
      	
               

            	
              (xi)

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

            


    

     

    
      	
               

            	
              (xii)

            	
              the
                Loan-to-Value Ratio at origination;

            


    

     

    
      	
               

            	
              (xiii)

            	
              for
                each Mortgage Loan in Aggregate Loan Group I the Loan-to-Value Ratio
                at
                the Cut-off Date (based on the related Cut-off Date Principal Balance
                and
                a value for the related Mortgaged Property determined by automated
                valuation model or broker’s price opinion within 30 days prior to the
                Cut-off Date;

            


    

     

    
      	
               

            	
              (xiv)

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

            


    

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (xv)

            	
              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;

            


    

     

    
      	
               

            	
              (xvi)

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

            


    

     

    
      	
               

            	
              (xvii)

            	
              the
                purpose for the Mortgage Loan;

            


    

     

    
      	
               

            	
              (xviii)

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

            


    

     

    
      	
               

            	
              (xix)

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

            


    

     

    
      	
               

            	
              (xx)

            	
              the
                Servicing Fee Rate;

            


    

     

    
      	
               

            	
              (xxi)

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

            


    

     

    
      	
               

            	
              (xxii)

            	
              the
                coverage amount of any mortgage
                insurance;

            


    

     

    
      	
               

            	
              (xxiii)

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

            


    

     

    
      	
               

            	
              (xxiv)

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

            


    

     

    
      	
               

            	
              (xxv)

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

            


    

     

    
      	
               

            	
              (xxvi)

            	
              a
                code indicating whether the Mortgage Loan is subject to a buydown
                agreement;

            


    

     

    
      	
               

            	
              (xxvii)

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

            


    

     

    
      	
               

            	
              (xxviii)

            	
              the
                type and terms of Prepayment Charge and the Prepayment Charge
                Period.

            


    

     

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

     

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

     

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

     

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

     

    Mortgagor:  The
      obligors on a Mortgage Note.

     

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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    Net
      Prepayment Interest Shortfall:  As to any Distribution
      Date and Loan Group in an Aggregate Loan Group, the amount by which the
      aggregate of the Prepayment Interest Shortfalls for such Loan Group and such
      Distribution Date exceeds the sum of (a) the Compensating Interest allocable
      to
      such Loan Group for such Distribution Date and (b) the excess, if any, of the
      Compensating Interest allocable to each other Loan Group in the same Aggregate
      Loan Group for such Distribution Date over the Prepayment Interest Shortfalls
      for each such other Loan Group and such Distribution Date.

     

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

     

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

     

    Notional
      Amount:  Not applicable.

     

    Notional
      Amount Certificates:  As specified in the Preliminary
      Statement.

     

    Notional
      Amount Components:  As specified in the Preliminary
      Statement.

     

    Offered
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

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

     

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

     

    Original
      Applicable Credit Support Percentage: With respect to each of the
      following Classes of Subordinated Certificates, the corresponding percentage
      described below, as of the Closing Date:

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	
              Class I-B-1                                                      

            	
              4.00%

            
	
              Class I-B-2                                                      

            	
              2.30%

            
	
              Class I-B-3                                                      

            	
              1.50%

            
	
              Class I-B-4                                                      

            	
              1.00%

            
	
              Class I-B-5                                                      

            	
              0.60%

            
	
              Class I-B-6                                                      

            	
              0.30%

            
	 	 
	
              Class II-B-1                                                      

            	
              4.25%

            
	
              Class II-B-2                                                      

            	
              2.40%

            
	
              Class II-B-3                                                      

            	
              1.90%

            
	
              Class II-B-4                                                      

            	
              1.50%

            
	
              Class II-B-5                                                      

            	
              1.10%

            
	
              Class II-B-6                                                      

            	
              0.70%

            
	 	 


    

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

     

    Original
      Subordinated Principal Balance: Either the Group I Original
      Subordinated Principal Balance or the Group II Original Subordinated Principal
      Balance, as applicable.

     

    OTS:  The
      Office of Thrift Supervision.

     

    Outside
      Reference Date:  Not applicable.

     

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

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

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

     

    Overcollateralized
      Group:  As defined in Section 4.03.

     

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

     

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

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    Performance
      Certification:  As defined in Section
      11.05.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Physical
      Certificates:  As specified in the Preliminary
      Statement.

     

    Planned
      Balance:  Not applicable.

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    Planned
      Principal Classes:  As specified in the Preliminary
      Statement.

     

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

     

    Preemptive
      Loan Modification:  As defined in Section
      3.06(a).

     

    Prepayment
      Amount:  As to any Distribution Date and Loan Group, all
      partial and full Principal Prepayments on the Mortgage Loans in that Loan Group
      received during the related Prepayment Period.

     

    Prepayment
      Assumption:  The prepayment model used in the Prospectus
      Supplement.

     

    Prepayment
      Charge:  As to a Mortgage Loan, either a Hard Prepayment
      Charge or a Soft Prepayment Charge, as identified on the Mortgage Loan
      Schedule.

     

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

     

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

     

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

     

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

     

    Prepayment
      Shift Percentage:  Not applicable.

     

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

     

    Principal
      Amount:  As to any Distribution Date and each Loan
      Group, the sum of (a) all monthly payments of principal due on each Mortgage
      Loan in that Loan Group on the related Due Date, (b) the principal portion
      of
      the Purchase Price of each Mortgage Loan in that Loan Group that was repurchased
      by the Seller pursuant to this Agreement as of such Distribution Date, excluding
      any Mortgage Loan that was repurchased pursuant to Section 3.12, (c) the
      Substitution Adjustment Amount in connection with any Deleted Mortgage Loan
      in
      that Loan Group received with respect to such Distribution Date, (d) any
      Insurance Proceeds or Liquidation Proceeds allocable to recoveries of principal
      of Mortgage Loans in that Loan Group that are not yet Liquidated Mortgage Loans
      received during the calendar month preceding the month of such Distribution
      Date, (e) with respect to each Mortgage Loan in that Loan Group that became
      a
      Liquidated Mortgage Loan during the calendar month preceding the month of such
      Distribution Date, the amount of Liquidation Proceeds allocable to principal
      received with respect to such Mortgage

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    Loan,
      (f)
      the Prepayment Amount for that Loan Group, and (g) any Subsequent Recoveries
      with respect to the Mortgage Loans in that Loan Group received during the
      calendar month preceding the month of such Distribution Date.

     

    Principal
      Only Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    Principal
      Relocation Payment:  A payment from any Loan Group in
      Aggregate Loan Group II to REMIC 1 Interests other than those of their
      corresponding Loan Group as provided in the Preliminary
      Statement.  Principal Relocation Payments shall be made of principal
      allocations comprising the Principal Amount from a Loan Group.

     

    Private
      Certificates:  As specified in the Preliminary
      Statement.

     

    Pro
      Rata Share:  As to any Distribution Date and any Class
      of Subordinated Certificates in a Subordinated Certificate Group, the portion
      of
      the related Subordinated Principal Distribution Amount allocable to such Class,
      equal to the product of that Subordinated Principal Distribution Amount on
      such
      Distribution Date and a fraction, the numerator of which is the Class
      Certificate Balance thereof and the denominator of which is the aggregate Class
      Certificate Balance of the Subordinated Certificates in the same Subordinated
      Certificate Group, in each case immediately prior to such Distribution
      Date.

     

    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 November 5,
      2007, 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 Servicer
      pursuant to Section 3.12, the sum of

     

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

     

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

     

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

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    
 

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

     

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

     

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

     

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

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

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

     

    Record
      Date:  With respect to the first Distribution Date, the
      Closing Date.  With respect to any other Distribution Date, the close
      of business on the last Business Day of the month preceding the month of that
      Distribution Date.

     

    Reference
      Bank:  As defined in Section 4.09.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


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

     

    Regular
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

    Relief
      Act:  The Servicemembers Civil Relief Act.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    (e)           any
      amendment to this Agreement;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Residual
      Certificates:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    Reuters
      Page LIBOR01:  The display page currently so designated
      as the “LIBOR01” page on Reuters (or any page replacing that page on that
      service for the purpose of displaying comparable rates or prices).

     

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

     

    Sarbanes-Oxley
      Certification:  As defined in Section
      11.05.

     

    
      
        
        

      

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

     

    Scheduled
      Balance: Not
      applicable.

     

    Scheduled
      Classes:  As specified in the Preliminary
      Statement.

     

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

     

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

     

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

     

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

     

    Senior
      Certificate Group:  Any of the Group 1 Senior
      Certificates, Group 2 Senior Certificates, Group 3 Senior Certificates, Group
      4
      Senior Certificates, Group 5 Senior Certificates, Group 6 Senior Certificates,
      Group 7 Senior Certificates, Group 8 Senior Certificates, Group 9 Senior
      Certificates or Group 10 Senior Certificates, as applicable.

     

    Senior
      Certificates:  As specified in the Preliminary
      Statement.

     

    Senior
      Credit Support Depletion Date:  As to either Certificate
      Group, the date on which the Class Certificate Balance of each Class of Group
      I
      Subordinated Certificates or each Class of Group II Subordinated Certificates,
      as applicable, has been reduced to zero.

     

    Senior
      Percentage: The Group I Senior Percentage or the Group II Senior
      Percentage, as applicable.

     

    Senior
      Prepayment Percentage:  As to a Senior Certificate Group
      and any Distribution Date during the seven years beginning on the first
      Distribution Date, 100%.  The related Senior Prepayment Percentage for
      any Distribution Date occurring on or after the seventh anniversary of the
      first
      Distribution Date will, except as provided in this Agreement, be as follows:
      for
      any Distribution Date in the first year thereafter, the related Senior
      Percentage plus 70% of the related Subordinated Percentage for such Distribution
      Date; for any Distribution Date in the second year thereafter, the related
      Senior Percentage plus 60% of the related Subordinated Percentage for such
      Distribution Date; for any Distribution Date in the third year thereafter,
      the
      related Senior Percentage plus 40% of the related Subordinated Percentage for
      such Distribution Date; for any Distribution Date in the fourth year thereafter,
      the related Senior Percentage plus 20% of the related Subordinated Percentage
      for such Distribution Date; and for any Distribution Date thereafter, the
      related Senior Percentage for such Distribution Date (unless on any Distribution
      Date the Senior Percentage of a Senior Certificate Group exceeds the initial
      Senior Percentage for such Senior Certificate Group, in which case the Senior
      Prepayment Percentage for each

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    Senior
      Certificate Group relating to the same Aggregate Loan Group for such
      Distribution Date will once again equal 100%).  Notwithstanding the
      foregoing, no decrease in any Senior Prepayment Percentage for a Senior
      Certificate Group related to an Aggregate Loan Group will occur unless the
      Senior Step Down Conditions are satisfied with respect to all of the Loan Groups
      in that Aggregate Loan Group.

     

    Notwithstanding
      the preceding paragraph, if the Two Times Test for the related Aggregate Loan
      Group is satisfied, (x) on or before the Distribution Date in October 2010,
      the
      Senior Prepayment Percentage for each Loan Group in such Aggregate Loan Group
      will equal the related Senior Percentage for that Distribution Date plus 50%
      of
      the related Subordinated Percentage for that Distribution Date and (y) after
      the
      Distribution Date in October 2010, the Two Times Test for the related Aggregate
      Loan Group is satisfied, the Senior Prepayment Percentage for each Loan Group
      in
      such Aggregate Loan Group will equal the related Senior Percentage.

     

    Senior
      Principal Distribution Amount:  As to any Distribution
      Date and any Loan Group, the sum of (i) the related Senior Percentage of all
      amounts described in clauses (a) through (d) of the definition of Principal
      Amount for that Loan Group and such Distribution Date, (ii) with respect to
      any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar
      month preceding the month of such Distribution Date, the lesser of (x) the
      related Senior Percentage of the Stated Principal Balance of such Mortgage
      Loan
      and (y) either (A) if no Excess Losses were sustained on the Liquidated Mortgage
      Loan during the preceding calendar month, the related Senior Prepayment
      Percentage of the amount of the Liquidation Proceeds allocable to principal
      received on the Mortgage Loan or (B) if an Excess Loss was sustained with
      respect to such Liquidated Mortgage Loan during such preceding calendar month,
      the Senior Percentage of the amount of the Liquidation Proceeds allocable to
      principal received with respect to such Mortgage Loan, and (iii) the sum of
      (x)
      the Senior Prepayment Percentage of the amounts described in clause (f) of
      the
      definition of Principal Amount for that Loan Group and such Distribution Date,
      and (y) the applicable Senior Prepayment Percentage of any Subsequent Recoveries
      described in clause (g) of the definition of Principal Amount for that Loan
      Group and such Distribution Date; provided, however, that if a Bankruptcy Loss
      that is an Excess Loss is sustained with respect to a Mortgage Loan in that
      Loan
      Group that is not a Liquidated Mortgage Loan, the Senior Principal Distribution
      Amount will be reduced on the related Distribution Date by the Senior Percentage
      of the applicable principal portion of such Bankruptcy Loss; provided further,
      however, on any Distribution Date after a Senior Termination Date, the Senior
      Principal Distribution Amount for the remaining Senior Certificate Group in
      Aggregate Loan Group II will be calculated pursuant to the above formula based
      on all the Mortgage Loans in Aggregate Loan Group II, as opposed to the Mortgage
      Loans in the related Loan Group.

     

    Senior
      Step Down Conditions:  Either the Group I Senior Step
      Down Conditions or the Group II Senior Step Down Conditions, as
      applicable.

     

    Senior
      Termination Date:  For each Senior Certificate Group in
      a Certificate Group, the Distribution Date on which the aggregate Class
      Certificate Balance of the Classes of Senior Certificates in such Senior
      Certificate Group has been reduced to zero.

     

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

     

    Servicer
      Advance Date:  As to any Distribution Date, 12:30
      P.M.  Pacific time on the Business Day preceding the Distribution
      Date.

     

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

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Special
      Hazard Coverage Termination Date:  The Group I Special
      Hazard Coverage Termination Date or the Group II Special Hazard Coverage
      Termination Date, as applicable.

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    Special
      Hazard Loss:  Any Realized Loss suffered by a Mortgaged
      Property on account of direct physical loss, but not including (i) any loss
      of a
      type covered by a hazard insurance policy or a flood insurance policy required
      to be maintained with respect to such Mortgaged Property pursuant to Section
      3.10 to the extent of the amount of such loss covered thereby, or (ii) any
      loss
      caused by or resulting from:

     

    (a)           normal
      wear and tear;

     

    (b)           fraud,
      conversion or other dishonest act on the part of the Trustee, the Servicer
      or
      any of their agents or employees (without regard to any portion of the loss
      not
      covered by any errors and omissions policy);

     

    (c)           errors
      in design, faulty workmanship or faulty materials, unless the collapse of the
      property or a part thereof ensues and then only for the ensuing
      loss;

     

    (d)           nuclear
      or chemical reaction or nuclear radiation or radioactive or chemical
      contamination, all whether controlled or uncontrolled, and whether such loss
      be
      direct or indirect, proximate or remote or be in whole or in part caused by,
      contributed to or aggravated by a peril covered by the definition of the term
      “Special Hazard Loss”;

     

    (e)           hostile
      or warlike action in time of peace and war, including action in hindering,
      combating or defending against an actual, impending or expected
      attack:

     

    1.           by
      any government or sovereign power, dejure or
defacto, or by any authority maintaining or using
      military, naval
      or air forces; or

     

    2.           by
      military, naval or air forces; or

     

    3.           by
      an agent of any such government, power, authority or forces;

     

    (f)           any
      weapon of war employing nuclear fission, fusion or other radioactive force,
      whether in time of peace or war; or

     

    (g)           insurrection,
      rebellion, revolution, civil war, usurped power or action taken by governmental
      authority in hindering, combating or defending against such an occurrence,
      seizure or destruction under quarantine or customs regulations, confiscation
      by
      order of any government or public authority, or risks of contraband or illegal
      transportation or trade.

     

    Special
      Hazard Loss Coverage Amount:  The Group I Special Hazard
      Loss Coverage Amount or the Group II Special Hazard Loss Coverage Amount, as
      applicable.

     

    Special
      Hazard Mortgage Loan:  A Liquidated Mortgage Loan as to
      which a Special Hazard Loss has occurred.

     

    Startup
      Day:  The Closing Date.

     

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


     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    through
      the last day of the Prepayment Period in which the Due Date occurs, in each
      case
      with respect to such Mortgage Loan.

     

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

     

    Subordinated
      Certificate Group:  With respect to Aggregate Group I,
      the Group I Subordinated Certificates, and with respect to Aggregate Group
      II,
      the Group II Subordinated Certificates, as the context may require.

     

    Subordinated
      Certificates:  As specified in the Preliminary
      Statement.

     

    Subordinated
      Percentage: The Group I Subordinated Percentage or the Group II
      Subordinated Percentage, as applicable.

     

    Subordinated
      Prepayment Percentage:  As to any Distribution Date and
      Loan Group, 100% minus the related Senior Prepayment Percentage for such
      Distribution Date.

     

    Subordinated
      Principal Distribution Amount:  As to any Distribution
      Date and Aggregate Loan Group, the sum of the following with respect to each
      Loan Group in that Aggregate Loan Group: (i) the Subordinated Percentage of
      all amounts described in clauses (a) through (d) of the definition of
      Principal Amount with respect to each Loan Group in such Aggregate Loan Group
      and such Distribution Date, (ii) with respect to any Mortgage Loan in a
      Loan Group in an Aggregate Loan Group that became a Liquidated Mortgage Loan
      during the calendar month preceding the month of such Distribution Date, the
      amount of Liquidation Proceeds allocable to principal received with respect
      thereto remaining after application thereof pursuant to clause (ii) of the
      definition of Senior Principal Distribution Amount for that Loan Group, up
      to
      the related Subordinated Percentage of the Stated Principal Balance of such
      Mortgage Loan and (iii) the sum of the Subordinated Prepayment Percentage
      of the amounts described in clauses (f) and (g) of the definition of
      Principal Amount with respect to that Loan Group in an Aggregate Loan Group
      for
      such Distribution Date; provided, however, that on any Distribution Date after
      a
      related Senior Termination Date (in the case of the Group I Certificates) or
      the
      seventh related Senior Termination Date (in the case of the Group II
      Certificates), the Subordinated Principal Distribution Amount for the applicable
      Subordinated Certificate Group will not be calculated by Loan Group but will
      equal the amount calculated pursuant to the formula set forth above based on
      the
      related Subordinated Percentage and Subordinated Prepayment Percentage for
      such
      Distribution Date with respect to all of the Mortgage Loans in the applicable
      Aggregate Loan Group as opposed to the Mortgage Loans only in the related Loan
      Group.

     

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


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

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

            	
               have
                the same Mortgage Index and interval between Adjustment Dates as
                the
                deleted Mortgage Loan and a Gross Margin not more than 1% per annum
                higher
                than, and not lower than that of the deleted Mortgage
                Loan;

            


    

     

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

     

    (vii)         have
      a remaining term to maturity no greater than one year more than (and not more
      than one year less than) that of the Deleted Mortgage Loan, provided that the
      aggregate Stated Principal Balance of Substitute Mortgage Loans in an Aggregate
      Loan Group with a remaining term to maturity greater than that of the Deleted
      Mortgage Loan may not exceed 5% of the aggregate Stated Principal Balance of
      the
      Mortgage Loans in that Aggregate Loan Group as of the Cut-off Date;

     

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

     

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

     

    Substitution
      Adjustment Amount:  As defined in Section
      2.03.

     

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

     

    Targeted
      Balance:  Not applicable.

     

    Targeted
      Principal Classes:  As specified in the Preliminary
      Statement.

     

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

     

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

     

    Transfer
      Payment Made:  As defined in Section 4.03.

     

    Transfer
      Payment Received:  As defined in Section
      4.03.


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

     

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

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Trustee
      Fee:  Not applicable.

     

    Trustee
      Fee Rate:  Not applicable.

     

    Two
      Times Test: The Group I Two Times Test or the Group II Two Times
      Test, as applicable.

     

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

     

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

     

    Undercollateralized
      Group:  As defined in Section 4.03.

     

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

     

    United
      States Person or U.S. Person:

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    (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.

     

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

     

    Voting
      Rights: The portion of the voting rights of all of the
      Certificates related to an Aggregate Loan Group that is allocated to any related
      Certificate.  As of any date of determination, (a) 1% of all Voting
      Rights related to an Aggregate Loan Group shall be allocated to each related
      Class of Notional Amount Certificates (the Voting Rights to be allocated among
      the holders of Certificates of each Class in accordance with their respective
      Percentage Interests), (b) 1% of all Voting Rights shall be allocated to the
      Holder of the Class A-R Certificates and (c) the remaining Voting Rights related
      to an Aggregate Loan Group shall be allocated among Holders of the remaining
      Classes of related Certificates in proportion to the Certificate Balances of
      the
      respective Certificates.

     

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

     

    Weighted
      Average Initial Adjustment Date:  Not
      applicable.

     

    Section
      1.02    Rules of
      Construction.

     

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

     

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

     

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

     

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


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

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      TWO


     

    Conveyance
      Of Mortgage Loans; Representations And Warranties

     

    Section
      2.01    Conveyance of
      Mortgage Loans.

     

    (a)  The
      Seller, concurrently with the execution and delivery of this Agreement, hereby
      transfers to the Depositor, without recourse, all the interest of the Seller
      in
      each Mortgage Loan, including all interest and principal received or receivable
      by the Seller on each Mortgage Loan after the Cut-off Date and all interest
      and
      principal payments on each Mortgage Loan received before the Cut-off Date for
      installments of interest and principal due after the Cut-off Date but not
      including payments of principal and interest due by the Cut-off Date. By the
      Closing Date, the Seller shall deliver to the Depositor or, at the Depositor’s
      direction, to the Trustee or other designee of the Depositor, the Mortgage
      File
      for each  Mortgage Loan listed in the Mortgage Loan Schedule (except
      that, in the case of Mortgage Loans that are Delay Delivery Mortgage Loans,
      such
      delivery may take place within five Business Days of the Closing Date) as of
      the
      Closing Date.  The delivery of the Mortgage Files shall be made
      against payment by the Depositor of the purchase price, previously agreed to
      by
      the Seller and Depositor, for the Mortgage Loans.  With respect to any
      Mortgage Loan that does not have a first payment date on or before the Due
      Date
      in the month of the first Distribution Date, the Seller shall deposit into
      the
      Distribution Account on the first Distribution Account Deposit Date an amount
      equal to one month’s interest at the related Adjusted Mortgage Rate on the
      Cut-off Date Principal Balance of such Mortgage Loan.  On the Closing
      Date the Depositor shall deposit $200 into the Certificate Account for the
      benefit of the Class I-P and Class II-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.

     

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

     

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

     

    (ii)                   Except
      as provided below and for each Mortgage Loan that is not a MERS Mortgage Loan,
      the original recorded Mortgage or a copy of such Mortgage certified by the
      Seller as being a true and complete copy of the Mortgage (or, in the case of
      a
      Mortgage for which the related Mortgaged Property is located in the Commonwealth
      of Puerto Rico, a true copy of the Mortgage certified as such by the applicable
      notary) and in the case of each MERS Mortgage Loan, the original Mortgage,
      noting the presence of the MIN of the Mortgage Loans and either language
      indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
      is

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      	
               

            	
              (A)

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

            


    

     

    
      	
               

            	
              (B)

            	
              the
                executed Security Agreement;

            


    

     

    
      	
               

            	
              (C)

            	
              the
                executed Proprietary Lease;

            


    

     

    
      	
               

            	
              (D)

            	
              the
                executed Recognition Agreement;

            


    

     

    
      	
               

            	
              (E)

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

            


    

     

    
      	
               

            	
              (F)

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

            


    

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (f)  The
      Trust Fund does not intend to acquire or hold any Mortgage Loan that would
      violate the representations and warranties made by the Seller set forth in
      clause (39) of Schedule III.

     

    Section
      2.02    Acceptance by the
      Trustee of the Mortgage Loans.

     

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

     

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

     

    
      
        
        

      

      
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    enforceable
      or appropriate for the represented purpose or that they have actually been
      recorded in the real estate records or that they are other than what they
      purport to be on their face.

     

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

     

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

     

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

     

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

     

    Any
      substitution shall not be effected before the delivery to the Trustee of the
      Opinion of Counsel, if required by Section 2.05, and any substitution shall
      not
      be effected before the additional delivery to the Trustee of a Request for
      Release substantially in the form of Exhibit N.  No substitution is
      permitted to be made in any calendar month after the Determination Date for
      the
      month.

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (c)  Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty made pursuant to Section 2.03(b) that materially and adversely affects
      the interests of the Certificateholders in any Mortgage Loan, the party
      discovering such breach shall give prompt notice thereof to the other
      parties.  Any breach of representations and warranties under clauses
      (26) and (32) of Schedule III shall be deemed to materially and adversely affect
      the interests of the Certificateholders in the related Mortgage
      Loans.  The Seller covenants that within 90 days of the earlier of its
      discovery or its receipt of written notice from any party of a breach of any
      representation or warranty made pursuant to Section 2.03(b) which materially
      and
      adversely affects the interests of the Certificateholders in any Mortgage Loan,
      it shall cure such breach in all material respects, and if such breach is not
      so
      cured, shall, (i) if the 90-day period expires before the second anniversary
      of
      the Closing Date, remove the Mortgage Loan (a “Deleted Mortgage
      Loan”) from the Trust Fund and substitute in its place a
      Substitute Mortgage Loan, in accordance with this Section 2.03; or (ii)
      repurchase the affected Mortgage Loan or Mortgage Loans from the Trustee at
      the
      Purchase Price in the manner set forth below.  Any substitution
      pursuant to (i) above shall not be effected before the delivery to the Trustee
      of the Opinion of Counsel, if required by Section 2.05, and a Request for
      Release substantially in the form of Exhibit N, and the Mortgage File for any
      Substitute Mortgage Loan.  The Seller shall promptly reimburse the
      Servicer and the Trustee for any expenses reasonably incurred by the Servicer
      or
      the Trustee in respect of enforcing the remedies for the breach.

     

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

     

    The
      Servicer shall amend the Mortgage Loan Schedule for the benefit of the
      Certificateholders to reflect the removal of the Deleted Mortgage Loan and
      the
      substitution of the Substitute Mortgage Loans

     

    
      
        
        

      

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

     

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

     

    The
      representations and warranties made pursuant to this Section 2.03 shall survive
      delivery of the respective Mortgage Files to the Trustee for the benefit of
      the
      Certificateholders and shall not be waived by the Depositor.

     

    The
      Seller assigns to the Depositor and the Depositor assigns to the Trustee all
      rights the Seller might have under contracts with third parties relating to
      early payment defaults on the Mortgage Loans (“EPD
      Rights”) and the Servicer assumes any related duties as part of
      its servicing obligations.  Consistent with the Servicing Standard,
      the Servicer shall attempt to enforce the EPD Rights.  If the
      Servicer’s enforcement of the EPD Rights obligates the Servicer to sell a
      Mortgage Loan to a third party, the Servicer shall repurchase the Mortgage
      Loan
      at the Purchase Price and sell the Mortgage Loan to the third party, provided
      however, in no case shall the Servicer be obligated to repurchase a Mortgage
      Loan on account of EPD Rights unless and until the Servicer shall have
      previously received repurchase payment from a third party.  The
      Servicer shall deposit into the Certificate Account all amounts received in
      connection with the enforcement of EPD Rights, not exceeding the Purchase Price,
      with respect to any Mortgage Loan.  Any amounts received by the
      Servicer with respect a Mortgage Loan in excess of the Purchase Price shall
      be
      retained by the Servicer as additional servicing compensation. The Trustee,
      upon
      receipt of certification from the Servicer of the deposit of the Purchase Price
      in connection with a

     

    
      
        
        

      

      
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    repurchase
      of a Mortgage Loan and a Request for File Release from the Servicer, shall
      release or cause to be released to the purchaser of such Mortgage Loan the
      related Mortgage File and shall execute and deliver such instruments of transfer
      or assignment prepared by the purchaser of such Mortgage Loan, in each case
      without recourse, as shall be necessary to vest in the purchaser of such
      Mortgage Loan any Mortgage Loan released pursuant hereto and the purchaser
      of
      such Mortgage Loan shall succeed to all the Trustee’s right, title and interest
      in and to such Mortgage Loan and all security and documents related
      thereto.  Such assignment shall be an assignment outright and not for
      security.  The purchaser of such Mortgage Loan shall thereupon own
      such Mortgage Loan, and all security and documents, free of any further
      obligation to the Trustee or the Certificateholders with respect
      thereto.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      2.06    Execution and
      Delivery of Certificates.

     

    The
      Trustee acknowledges the transfer and assignment to it of the Trust Fund and,
      concurrently with such transfer and assignment, has executed and delivered
      to or
      upon the order of the Depositor, the Certificates in authorized denominations
      evidencing directly or indirectly the entire ownership of the

     

    
      
        
        

      

      
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    Trust
      Fund.  The Trustee agrees to hold the Trust Fund and exercise the
      rights referred to above for the benefit of all present and future Holders
      of
      the Certificates.

     

    Section
      2.07    REMIC
      Matters.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      THREE


     

    Administration
      and Servicing of Mortgage Loans

     

    Section
      3.01    Servicer to Service
      Mortgage Loans.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      3.02    [Reserved].

     

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

     

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

     

    Section
      3.04    [Reserved].

     

    Section
      3.05            Trustee
      to Act as Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      3.06              Collection
      of Mortgage Loan Payments; Certificate Account; Distribution
      Account.

     

    (a)  In
      accordance with and to the extent of the Servicing Standard, the Servicer shall
      make reasonable efforts in accordance with the customary and usual standards
      of
      practice of prudent mortgage servicers to collect all payments called for under
      the Mortgage Loans to the extent the procedures are consistent with this
      Agreement and any related Required Insurance Policy.  Consistent with
      the foregoing, the Servicer may in its discretion (i) subject to Section 3.21,
      waive any Late Payment Fee or, to the extent provided in Section 3.20, waive
      any
      Prepayment Charge in connection with the prepayment of a Mortgage Loan and
      (ii)
      extend the due dates for payments due on a Delinquent Mortgage Loan for a period
      not greater than 125 days.  In connection with a Mortgage Loan that is
      in default, or with respect to

     

    
      
        
        

      

      
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    which
      default is reasonably foreseeable, the Servicer may, consistent with the
      Servicing Standard, waive, modify or vary any term of that Mortgage Loan
      (including modifications  that change the Mortgage Rate, forgive the
      payment of principal or interest or extend the final maturity date of that
      Mortgage Loan ), accept payment from the related Mortgagor of an amount less
      than the Stated Principal Balance in final satisfaction of that Mortgage Loan,
      or consent to the postponement of strict compliance with any such term or
      otherwise grant indulgence to any Mortgagor if in the Servicer’s determination
      such waiver, modification, postponement or indulgence (such a waiver,
      modification, postponement or indulgence, a “Preemptive Loan
      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 on such Mortgage Loan;
      provided, however, the Servicer shall not initiate new lending to such Mortgagor
      through the Trust Fund and cannot, except as provided in the immediately
      succeeding sentence, extend the maturity of any Mortgage Loan past the date
      on
      which the final payment is due on the latest maturing Mortgage Loan as of the
      Cut-off Date.  With respect to no more than 5% of the Mortgage Loans
      (measured by aggregate Cut-off Date Principal Balance of the Mortgage Loans),
      the Servicer may extend the maturity of a Mortgage Loan past the date on which
      the final payment is due on the latest maturing Mortgage Loan as of the Cut-off
      Date, but in no event more than one year past such date. In the event of any
      such arrangement, the Servicer shall make Advances on the related Mortgage
      Loan
      in accordance with Section 4.01 during the scheduled period in accordance with
      the amortization schedule of the Mortgage Loan without modification thereof
      because of the arrangements.  The Servicer shall not be required to
      institute or join in litigation with respect to collection of any payment
      (whether under a Mortgage, Mortgage Note, or otherwise or against any public
      or
      governmental authority with respect to a taking or condemnation) if it
      reasonably believes that enforcing the provision of the Mortgage or other
      instrument pursuant to which the payment is required is prohibited by applicable
      law.  The Servicer shall not have the discretion to sell any
      Delinquent or defaulted Mortgage Loan.

     

    (b)  [Reserved].

     

    (c)  [Reserved].

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    Section
      3.09            Permitted
      Withdrawals from the Certificate Account and the Distribution
      Account.

     

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

     

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

     

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

     

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

     

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

     

    (v)         to
      reimburse the Servicer for (a) unreimbursed Servicing Advances, the Servicer’s
      right to reimbursement pursuant to this clause (a) with respect to any Mortgage
      Loan being limited to amounts received on the Mortgage Loans that represent
      late
      recoveries of the payments for which the advances were made pursuant to Section
      3.01 or Section 3.07, (b) unreimbursed Servicing Advances made in respect of
      a
      Mortgage Loan for which such Servicing Advances are not recoverable from the
      Mortgagor and (c) for unpaid Servicing Fees as provided in Section
      3.12;

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    (i)        to
      withdraw the net investment earnings on amounts on deposit therein and remit
      to
      itself;

     

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

     

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

     

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

     

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

     

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

     

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

     

    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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    (a)  Except
      as otherwise provided in this Section 3.11, when any property subject to a
      Mortgage has been conveyed by the Mortgagor, the Servicer shall to the extent
      that it has knowledge of the conveyance and in accordance with the Servicing
      Standard, enforce any due-on-sale clause contained in any Mortgage Note or
      Mortgage, to the extent permitted under applicable law and
      governmental

     

    
      
        
        

      

      
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    regulations,
      but only to the extent that enforcement will not adversely affect or jeopardize
      coverage under any Required Insurance Policy.  Notwithstanding the
      foregoing, the Servicer is not required to exercise these rights with respect
      to
      a Mortgage Loan if the Person to whom the related Mortgaged Property has been
      conveyed or is proposed to be conveyed satisfies the conditions contained in
      the
      Mortgage Note and Mortgage related thereto and the consent of the mortgagee
      under the Mortgage Note or Mortgage is not otherwise so required under the
      Mortgage Note or Mortgage as a condition to the transfer.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      3.12              Realization
      Upon Defaulted Mortgage Loans.

     

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

     

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

     

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

     

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

     

    The
      decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be
      subject to a determination by the Servicer that the proceeds of the foreclosure
      would exceed the costs and expenses of bringing a foreclosure
      proceeding.  The proceeds received from the maintenance of any REO
      Properties, net of reimbursement to the Servicer for costs incurred (including
      any property or other taxes) in connection with maintenance of the REO
      Properties and net of unreimbursed Servicing Fees, Advances, and Servicing
      Advances, shall be applied to the payment of principal of and interest on the
      related defaulted Mortgage Loans (with interest accruing as though the Mortgage
      Loans were still current and

     

    
      
        
        

      

      
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    adjustments,
      if applicable, to the Mortgage Rate were being made in accordance with the
      Mortgage Note) and all such proceeds shall be deemed, for all purposes in this
      Agreement, to be payments on account of principal and interest on the related
      Mortgage Notes and shall be deposited into the Certificate
      Account.  To the extent the net proceeds received during any calendar
      month exceeds the amount attributable to amortizing principal and accrued
      interest at the related Mortgage Rate on the related Mortgage Loan for the
      calendar month, the excess shall be considered to be a partial prepayment of
      principal of the related Mortgage Loan.

     

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

     

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

     

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

     

    Section
      3.13              Trustee
      to Cooperate; Release of Mortgage Files.

     

    Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full will be escrowed in a manner customary for
      such purposes, the Servicer will

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      3.15              Servicing
      Compensation.

     

    The
      Servicer may retain or withdraw from the Certificate Account the Servicing
      Fee
      for each Mortgage Loan for the related Distribution Date.  If the
      Servicer directly services a Mortgage Loan, the Servicer may retain the
      Servicing Fee for its own account as compensation for performing
      services.  Notwithstanding the foregoing, the Servicing Fee payable to
      the Servicer with respect to an Aggregate Loan Group shall be reduced by the
      lesser of the aggregate of the Prepayment Interest Shortfalls with respect
      to
      the Distribution Date and that Aggregate Loan Group and the aggregate
      Compensating Interest for the Distribution Date.

     

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

     

    Section
      3.16              Access
      to Certain Documentation.

     

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

     

    Section
      3.17              Annual
      Statement as to Compliance.

     

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

     

    (b)  [Reserved].

     

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

     

     

    
      
        
        

      

      
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    Section
      3.18              Errors
      and Omissions Insurance; Fidelity Bonds.

     

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

     

    Section
      3.19              Notification
      of Adjustments.

     

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

     

    Section
      3.20              Prepayment
      Charges.

     

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

     

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

     

    (c)  The
      Seller represents and warrants to the Depositor and the Trustee, as of the
      Closing Date, that the information in item (xxviii) of the Mortgage Loan
      Schedule is complete and accurate in all material respects at the dates as
      of
      which the information is furnished and each Prepayment Charge is permissible
      and
      enforceable in accordance with its terms under applicable state law, except
      as
      the enforceability thereof is limited due to acceleration in connection with
      a
      foreclosure or other involuntary payment.

     

    
      
        
        

      

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

     

    Section
      3.21              Late
      Payment Fees.

     

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

     

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

     

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

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      FOUR


     

    Distributions
      and Advances by the Servicer

     

    Section
      4.01              Advances.

     

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

     

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

     

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

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    Section
      4.02              Priorities
      of Distribution.

     

    (a)  (1)
      On each Distribution Date the Trustee shall withdraw the Available Funds for
      Loan Group 1 from the Distribution Account and apply such funds to distributions
      on the Group 1 Senior Certificates in the following priority, in each case,
      to
      the extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 1 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 1 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];
                and

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 1, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                1-A-1,
                Class 1-A-2, Class 1-A-3 and Class 1-A-4 Certificates, pro rata,
                until
                their respective Class Certificate Balances are reduced to
                zero;

            


    

     

    (2)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 2 from the Distribution Account and apply such funds to distributions
      on
      the Group 2 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 2 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 2 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];
                and

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 2, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                2-A-1
                and Class 2-A-2 Certificates, pro rata, until their respective Class
                Certificate Balances are reduced to
                zero;

            


    

     

    (3)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 3 from the Distribution Account and apply such funds to distributions
      on
      the Group 3 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    


    (i)      concurrently,
      to each interest-bearing Class of Group 3 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)       
      [reserved];

     

    (iii)       concurrently,
      to each Class of Group 3 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 3, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed in the following
                priority:

            


    

     

    1.           to
      the Class A-R Certificates, until its Class Certificate Balance is reduced
      to
      zero; and

     

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

     

     (4)
      On each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan Group 4 from the Distribution Account and apply such funds to distributions
      on the Group 4 Senior Certificates in the following priority, in each case,
      to
      the extent of Available Funds remaining:

     

    (iv)      concurrently,
      to each interest-bearing Class of Group 4 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (v)        [reserved];

     

    (vi)       concurrently,
      to each Class of Group 4 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 4, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                4-A-1
                and Class 4-A-2 Certificates, pro rata, until their respective Class
                Certificate Balances are reduced to
                zero;

            


    

     

    (5)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 5 from the Distribution Account and apply such funds to distributions
      on
      the Group 5 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 5 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, 

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    


    any
      shortfall being allocated among such Classes in proportion to the amount of
      the
      ClassOptimal Interest Distribution Amount that would have been distributed
      in
      the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 5 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 5, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                5-A-1
                and Class 5-A-2 Certificates, pro rata, until their respective Class
                Certificate Balances are reduced to
                zero;

            


    

     

    (6)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 6 from the Distribution Account and apply such funds to distributions
      on
      the Group 6 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 6 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 6 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 6, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                6-A-1
                and Class 6-A-2 Certificates, pro rata, until their respective Class
                Certificate Balances are reduced to
                zero;

            


    

     

    (7)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 7 from the Distribution Account and apply such funds to distributions
      on
      the Group 7 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 7 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 7 Senior Certificates as follows:

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

    
      	 	 (A)	[reserved];


      	 	 	 


      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 7, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                7-A-1,
                Class 7-A-2, Class 7-A-3 and Class 7-A-4 Certificates, pro rata,
                until
                their respective Class Certificate Balances are reduced to
                zero;

            


    

     

    (8)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 8 from the Distribution Account and apply such funds to distributions
      on
      the Group 8 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 8 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 8 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 8, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                8-A-1
                and Class 8-A-2 Certificates, pro rata, until their respective Class
                Certificate Balances are reduced to
                zero;

            


    

     

    (9)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 9 from the Distribution Account and apply such funds to distributions
      on
      the Group 9 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 9 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 9 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 9, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                9-A-1
                and Class 9-A-2 Certificates, pro rata, until their respective Class
                Certificate Balances are reduced to
                zero;

            


    

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    


    (10)
      On
      each Distribution Date, the Trustee shall withdraw the Available Funds for
      Loan
      Group 10 from the Distribution Account and apply such funds to distributions
      on
      the Group 10 Senior Certificates in the following priority, in each case, to
      the
      extent of Available Funds remaining:

     

    (i)        concurrently,
      to each interest-bearing Class of Group 10 Senior Certificates, an amount
      allocable to interest equal to the related Class Optimal Interest Distribution
      Amount, any shortfall being allocated among such Classes in proportion to the
      amount of the Class Optimal Interest Distribution Amount that would have been
      distributed in the absence of such shortfall;

     

    (ii)        [reserved];

     

    (iii)       concurrently,
      to each Class of Group 10 Senior Certificates as follows:

     

    
      	
               

            	
              (A)

            	
              [reserved];

            


    

     

    
      	
               

            	
              (B)

            	
              on
                each Distribution Date, the Principal Amount for Loan Group 10, up
                to the
                amount of the related Senior Principal Distribution Amount for such
                Distribution Date will be distributed, concurrently, to the Class
                10-A-1
                and Class 10-A-2 Certificates, pro rata, until their respective Class
                Certificate Balances are reduced to
                zero;

            


    

     

    (11)   On
      each Distribution Date, after making the distributions described in Section
      4.02(a)(1) and Section 4.02(a)(2), Available Funds from each Loan Group in
      Aggregate Loan Group I remaining will be distributed to the Group I Senior
      Certificates to the extent provided in Section 4.03;

     

    (12)   On
      each Distribution Date, after making the distributions described in Section
      4.02(a)(3) through Section 4.02(a)(10), Available Funds from each Loan Group
      in
      Aggregate Loan Group II remaining will be distributed to the Group II Senior
      Certificates to the extent provided in Section 4.03;

     

    (13)   On
      each Distribution Date, Available Funds from Aggregate Loan Group I remaining
      after making the distributions described in Sections 4.02(a)(1), 4.02(a)(2)
      and
      4.02(a)(11) will be distributed to the Group I Subordinated Certificates,
      subject to paragraph 4.02(e) below, in the following priority:

     

    
      	
               

            	
              (A)

            	
              to
                the Class I-B-1 Certificates, an amount allocable to interest equal
                to the
                Class Optimal Interest Distribution Amount for such Class for such
                Distribution Date;

            


    

     

    
      	
               

            	
              (B)

            	
              to
                the Class I-B-1 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (C)

            	
              to
                the Class I-B-2 Certificates, an amount allocable to interest equal
                to the
                Class Optimal Interest Distribution Amount for such Class for such
                Distribution Date;

            


    

     

    
      	
               

            	
              (D)

            	
              to
                the Class I-B-2 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (E)

            	
              to
                the Class I-B-3 Certificates, an amount allocable to interest equal
                to the
                Class Optimal Interest Distribution Amount for such Class for such
                Distribution Date;

            


    

     

    
      	
               

            	
              (F)

            	
              to
                the Class I-B-3 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (G)

            	
              to
                the Class I-B-4 Certificates, an amount allocable to interest equal
                to the
                Class Optimal Interest Distribution Amount for such Class for such
                Distribution Date;

            


    

     

    
      	
               

            	
              (H)

            	
              to
                the Class I-B-4 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (I)

            	
              to
                the Class I-B-5 Certificates, an amount allocable to interest equal
                to the
                Class Optimal Interest Distribution Amount for such Class for such
                Distribution Date;

            


    

     

    
      	
               

            	
              (J)

            	
              to
                the Class I-B-5 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (K)

            	
              to
                the Class I-B-6 Certificates, an amount allocable to interest equal
                to the
                Class Optimal Interest Distribution Amount for such Class for such
                Distribution Date; and

            


    

     

    
      	
               

            	
              (L)

            	
              to
                the Class I-B-6 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    (14)  On
      each Distribution Date, Available Funds from Aggregate Loan Group II remaining
      after making the distributions described in Section 4.02(a)(3) through Section
      4.02(a)(10) and Section 4.02(a)(12) will be distributed to the Group II
      Subordinated Certificates, subject to paragraph 4.02(e) below, in the following
      priority:

     

    
      	
               

            	
              (A)

            	
              to
                the Class II-B-1 Certificates, an amount allocable to interest equal
                to
                the Class Optimal Interest Distribution Amount for such Class for
                such
                Distribution Date;

            


    

     

    
      	
               

            	
              (B)

            	
              to
                the Class II-B-1 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (C)

            	
              to
                the Class II-B-2 Certificates, an amount allocable to interest equal
                to
                the Class Optimal Interest Distribution Amount for such Class for
                such
                Distribution Date;

            


    

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (D)

            	
              to
                the Class II-B-2 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (E)

            	
              to
                the Class II-B-3 Certificates, an amount allocable to interest equal
                to
                the Class Optimal Interest Distribution Amount for such Class for
                such
                Distribution Date;

            


    

     

    
      	
               

            	
              (F)

            	
              to
                the Class II-B-3 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (G)

            	
              to
                the Class II-B-4 Certificates, an amount allocable to interest equal
                to
                the Class Optimal Interest Distribution Amount for such Class for
                such
                Distribution Date;

            


    

     

    
      	
               

            	
              (H)

            	
              to
                the Class II-B-4 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (I)

            	
              to
                the Class II-B-5 Certificates, an amount allocable to interest equal
                to
                the Class Optimal Interest Distribution Amount for such Class for
                such
                Distribution Date;

            


    

     

    
      	
               

            	
              (J)

            	
              to
                the Class II-B-5 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;

            


    

     

    
      	
               

            	
              (K)

            	
              to
                the Class II-B-6 Certificates, an amount allocable to interest equal
                to
                the Class Optimal Interest Distribution Amount for such Class for
                such
                Distribution Date; and

            


    

     

    
      	
               

            	
              (L)

            	
              to
                the Class II-B-6 Certificates, an amount allocable to principal equal
                to
                its Pro Rata Share for such Distribution Date until the Class Certificate
                Balance thereof is reduced to zero;
                and

            


    

     

    (15)    to
      the Class A-R Certificates, any remaining funds; provided, that such amounts
      shall not include the $200 held in trust for the Class I-P and Class II-P
      Certificates.

     

    On
      each
      Distribution Date, all amounts representing Prepayment Charges on the Mortgage
      Loans in Aggregate Loan Group I received during the related Prepayment Period
      will be distributed to the Holders of the Class I-P Certificates, all amounts
      representing Prepayment Charges on the Mortgage Loans in Aggregate Loan Group
      II
      received during the related Prepayment Period will be distributed to the Holders
      of the Class II-P Certificates, all Late Payment Fees (and amounts paid by
      the
      Servicer for waiving them) received on the Mortgage Loans in Aggregate Loan
      Group I during the related Due Period will be distributed to the Holders of
      the
      Class I-L Certificates and all Late Payment Fees (and amounts paid by the
      Servicer for waiving them) received on the Mortgage Loans in Aggregate Loan
      Group II during the related Due Period will be distributed to the Holders of
      the
      Class II-L Certificates.  On the Distribution Date immediately
      following the expiration of the latest Prepayment Charge Period of the Mortgage
      Loans in an Aggregate Loan Group, the $100 held in trust for each related Class
      of Class P Certificates will be withdrawn from the Certificate Account and
      distributed to the Holders of the Class I-P

     

    
      
        
        

      

      
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    and
      Class
      II-P Certificates, as applicable.  On each Distribution Date, all
      amounts representing Late Payment Fees in the related Aggregate Loan Group
      assessable during the related Prepayment Period (and amounts paid by the
      Servicer for waiving them less any such amounts not deposited into the
      Distribution Account by the preceding Distribution Account Deposit Date plus
      any
      such amounts deposited into the Distribution Account with respect to prior
      Prepayment Periods) will be distributed to the Holders of the Class I-L and
      Class II-L Certificates, as applicable.

     

    (b)  [reserved].

     

    (c)  [reserved].

     

    (d)  On
      each Distribution Date, the amount referred to in clause (i) of the definition
      of Class Optimal Interest Distribution Amount for each Class of Certificates
      for
      such Distribution Date shall be reduced by (i) the related Class’ pro rata share
      of Net Prepayment Interest Shortfalls for the related Aggregate Loan Group
      based
      on (x) with respect to a Class of Senior Certificates, the related Class Optimal
      Interest Distribution Amount and (y)(a) with respect to a Class of Group I
      Subordinated Certificates on and prior to a related Senior Termination Date
      and
      (b) with respect to a Class of Group II Subordinated Certificates on and prior
      to the seventh related Senior Termination Date, the related Assumed Interest
      Amount for such Distribution Date or after the such Senior Termination Date,
      the
      Class Optimal Interest Distribution Amount for such Distribution Date, in each
      case in the absence of such Net Prepayment Interest Shortfalls and (ii) the
      related Class’ Allocable Share of (A) after the applicable Special Hazard
      Coverage Termination Date, with respect to each Mortgage Loan in the related
      Loan Group (or, after the applicable Senior Credit Support Depletion Date,
      any
      Mortgage Loan in the related Aggregate Loan Group) that became a Special Hazard
      Mortgage Loan during the calendar month preceding the month of such Distribution
      Date, the excess of one month’s interest at the Adjusted Net Mortgage Rate on
      the Stated Principal Balance of such Mortgage Loan as of the Due Date in such
      month over the amount of Liquidation Proceeds applied as interest on such
      Mortgage Loan with respect to such month, (B) after the applicable Bankruptcy
      Coverage Termination Date, with respect to each Mortgage Loan in the related
      Loan Group (or, after the applicable Senior Credit Support Depletion Date,
      any
      Mortgage Loan in the related Aggregate Loan Group) that became subject to a
      Bankruptcy Loss during the calendar month preceding the month of such
      Distribution Date, the interest portion of the related Debt Service Reduction
      or
      Deficient Valuation, and (C) each Relief Act Reduction for the Mortgage Loans
      in
      the related Loan Group (or, after the applicable Senior Credit Support Depletion
      Date, any Mortgage Loan in the related Aggregate Loan Group) incurred during
      the
      calendar month preceding the month of such Distribution Date.

     

    (e)  Notwithstanding
      the priority and allocation contained in Section 4.02(a)(13) or Section
      4.02(a)(14), as applicable, if, with respect to any Class of Subordinated
      Certificates in a Subordinated Certificate Group, on any Distribution Date
      the
      sum of the related Class Subordination Percentage of such Class and of each
      Class of Subordinated Certificates in that Subordinated Certificate Group that
      have a higher numerical Class designation than such Class (the
“Applicable Credit Support Percentage”) is less than
      the Original Applicable Credit Support Percentage for such Class, no
      distribution of Principal Prepayments on the Mortgage Loans in the related
      Aggregate Loan Group will be made to any such Classes (the
“Restricted Classes”) and the amount of such Principal
      Prepayments otherwise distributable to the Restricted Classes shall be
      distributed to the related Classes of Subordinated Certificates having lower
      numerical Class designations than such Class, pro rata, based on their
      respective Class Certificate Balances immediately prior to such Distribution
      Date and shall be distributed in the sequential order set forth in Section
      4.02(a)(13) or Section 4.02(a)(14), as applicable.  Notwithstanding
      the foregoing, the Class of Subordinated Certificates in a Subordinated
      Certificate Group then outstanding with the lowest numerical class designation
      shall not be a Restricted Class.

     

    
      
        
        

      

      
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    (f)  If
      the amount of a Realized Loss on a Mortgage Loan in an Aggregate Loan Group
      has
      been reduced by application of Subsequent Recoveries with respect to such
      Mortgage Loan, the amount of such Subsequent Recoveries will be applied
      sequentially, in the order of payment priority, to increase the Class
      Certificate Balance of each related Class of Certificates to which Realized
      Losses have been allocated, but in each case by not more than the amount of
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
      Section 4.05.  Holders of such Certificates will not be entitled to
      any payment in respect of the Class Optimal Interest Distribution Amount on
      the
      amount of such increases for any Interest Accrual Period preceding the
      Distribution Date on which such increase occurs.  Any such increases
      shall be applied to the Certificate Balance of each Certificate of such Class
      in
      accordance with its respective Percentage Interest.

     

    Section
      4.03    Cross-Collateralization;
      Adjustments to Available Funds for an Aggregate Loan
      Group

     

    (a)  On
      each Distribution Date prior to the earlier of the Senior Credit Support
      Depletion Date for Aggregate Loan Group II and the seventh related Senior
      Termination Date, but after the first related Senior Termination Date, the
      Trustee shall distribute the principal portion of Available Funds on the
      Mortgage Loans in the Loan Group relating to such Senior Certificates that
      will
      have been paid in full, to the holders of the Senior Certificates of the other
      Senior Certificate Groups related to Aggregate Loan Group II, pro rata, based
      on
      their Class Certificate Balances, provided, however, that the Trustee shall
      not
      make such distribution on such Distribution Date if (a) the Aggregate
      Subordinated Percentage for the Group II Subordinated Certificates for such
      Distribution Date is greater than or equal to 200% of such Aggregate
      Subordinated Percentage as of the Closing Date and (b) the average Stated
      Principal Balance of the Mortgage Loans in each Loan Group in Aggregate Loan
      Group II delinquent 60 days or more over the last six months, as a percentage
      of
      the aggregate Class Certificate Balance of the Group II Subordinated
      Certificates, is less than 50%.

     

    (b)  If
      on any Distribution Date the Class Certificate Balance of the Senior
      Certificates in a Senior Certificate Group is greater than the aggregate Stated
      Principal Balance of the Mortgage Loans in the related Loan Group (the
“Undercollateralized Group”), then the Trustee shall
      reduce the Available Funds of the other Loan Group in the related Aggregate
      Loan
      Group to the extent that the other Loan Group(s) is not undercollateralized
      (the
“Overcollateralized Group”), as follows:

     

    (i)        to
      add to the Available Funds of the Undercollateralized Group an amount equal
      to
      the lesser of (a) one month’s interest on the Transfer Payment received of the
      Undercollateralized Group at the Weighted Average Adjusted Net Mortgage Rate
      applicable to the Undercollateralized Group and (b) Available Funds of the
      Overcollateralized Group remaining after making distributions to the
      Certificates of the Overcollateralized Group on such Distribution Date pursuant
      to Section 4.02; and

     

    (ii)                   to
      the Senior Certificates in that Aggregate Loan Group related to such
      Undercollateralized Group, to the extent of the principal portion of Available
      Funds of the Overcollateralized Group remaining after making distributions
      to
      the Senior Certificates related to such Overcollateralized Group on such
      Distribution Date pursuant to Section 4.02, until the Class Certificate Balance
      of the Senior Certificates in the Aggregate Loan Group related to such
      Undercollateralized Group equals the aggregate Stated Principal Balance of
      the
      Mortgage Loans in that Undercollateralized Loan Group.

     

    If
      more
      than one Undercollateralized Group in Aggregate Loan Group II on any
      Distribution Date is entitled to an Undercollateralization Distribution, such
      Undercollateralization Distribution will be allocated among the
      Undercollateralized Groups in Aggregate Loan Group II, pro rata, based upon
      the

     

    
      
        
        

      

      
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    amount
      by
      which the aggregate Class Certificate Balance of the Senior Certificates in
      each
      related Senior Certificate Group exceeds the sum of the aggregate Stated
      Principal Balance of the Mortgage Loans for each related Undercollateralized
      Group.  If more than one Senior Certificate Group on any Distribution
      Date is required to make an Undercollateralization Distribution to an
      Undercollateralized Group, the payment of such Undercollateralization
      Distribution will be allocated among such Senior Certificate Groups, pro rata,
      based upon the aggregate Class Certificate Balance of the related Senior
      Certificates.

     

    The
      portion of the payment received by the Undercollateralized Group allocable
      to
      principal is referred to as a “Transfer Payment
      Received.” The portion of the payment made by the
      Overcollateralized Group allocable to principal is referred to as a
“Transfer Payment Made.”

     

    Section
      4.04    [Reserved].

     

    Section
      4.05            Allocation
      of Realized Losses.

     

    (a)  On
      each Distribution Date, the Trustee shall allocate, based on information
      delivered by the Servicer, the total amount of Realized Losses, including Excess
      Losses, with respect to such Distribution Date.  Realized Losses with
      respect to any Distribution Date shall be allocated as follows:

     

    (i)             [reserved];
      and

     

    (A)
      any
      Realized Loss (other than any Excess Loss) on the Mortgage Loans in a Loan
      Group
      in an Aggregate Loan Group shall be allocated first to the Classes of
      Subordinated Certificates in the related Subordinated Certificate Group in
      reverse order of their respective numerical Class designations (beginning with
      the Class of Subordinated Certificates in such Subordinated Certificate Group
      then outstanding with the highest numerical Class designation) until the
      respective Class Certificate Balance of each such Class is reduced to zero,
      and
      second to the Classes of Senior Certificates of the related Senior Certificate
      Group, as follows: any Realized Losses other than Excess Losses on the Group
      1
      Mortgage Loans will be allocated sequentially to the Class 1-A-4, Class 1-A-3,
      Class 1-A-2 and Class 1-A-1 Certificates, in that order, until their respective
      Class Certificate Balances are reduced to zero; any Realized Losses other than
      Excess Losses on the Group 2 Mortgage Loans will be allocated sequentially
      to
      the Class 2-A-2 and Class 2-A-1 Certificates, in that order, until their
      respective Class Certificate Balances are reduced to zero; any Realized Losses
      other than Excess Losses on the Group 3 Mortgage Loans will be allocated
      sequentially to the Class 3-A-2 and Class 3-A-1 Certificates, in that order,
      until their respective Class Certificate Balances are reduced to zero; any
      Realized Losses other than Excess Losses on the Group 4 Mortgage Loans will
      be
      allocated sequentially to the Class 4-A-2 and Class 4-A-1 Certificates, in
      that
      order, until their respective Class Certificate Balances are reduced to zero;
      any Realized Losses other than Excess Losses on the Group 5 Mortgage Loans
      will
      be allocated sequentially to the Class 5-A-2 and Class 5-A-1 Certificates,
      in
      that order, until their respective Class Certificate Balances are reduced to
      zero; any Realized Losses other than Excess Losses on the Group 6 Mortgage
      Loans
      will be allocated sequentially to the Class 6-A-2 and Class 6-A-1 Certificates,
      in that order, until their respective Class Certificate Balances are reduced
      to
      zero; any Realized Losses other than Excess Losses on the Group 7 Mortgage
      Loans
      will be allocated sequentially to the Class 7-A-4, Class 7-A-3, Class 7-A-2
      and
      Class 7-A-1 Certificates, in that order, until their respective Class
      Certificate Balances are reduced to zero; any Realized Losses other than Excess
      Losses on the Group 8 Mortgage Loans will be allocated sequentially to the
      Class
      8-A-2 and Class 8-A-1 Certificates, in that order, until their respective Class
      Certificate Balances are reduced to zero; any Realized Losses other than Excess
      Losses on the Group 9 Mortgage Loans will be allocated sequentially to the
      Class
      9-A-2 and Class 9-A-1Certificates, in that order, until their respective Class
      Certificate Balances are reduced to zero; 


    
      
        
        

      

      
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    and
      any
      Realized Losses other than Excess Losses on the Group 10 Mortgage Loans will
      be
      allocated sequentially to the Class 10-A-2 and Class 10-A-1 Certificates, in
      that order, until their respective Class Certificate Balances are reduced to
      zero.

     

    (B)
      On
      each Distribution Date, Excess Losses on the Mortgage Loans in a Loan Group
      in
      an Aggregate Loan Group shall be allocated pro rata among the Classes of Senior
      Certificates of the related Senior Certificate Group and the Subordinated
      Certificates in the related Subordinated Certificate Group as follows: (i)
      in
      the case of the Senior Certificates, the Senior Percentage of such Excess Losses
      shall be allocated among the Classes of Senior Certificates in the related
      Senior Certificate Group, pro rata, on the basis of their respective Class
      Certificate Balances immediately prior to the related Distribution Date and
      (ii)
      in the case of the Subordinated Certificates, the related Subordinated
      Percentage of such Excess Loss shall be allocated among the Classes of
      Subordinated Certificates of that Subordinated Certificate Group, pro
      rata, based on each Class’ share of the Assumed Balance of the related Loan
      Group immediately prior to the related Distribution Date; provided, however,
      (x)
      on any Distribution Date after a Senior Termination Date for a Senior
      Certificate Group in the Group I Certificates, and (y) on any Distribution
      Date
      after the seventh Senior Termination Date for a Senior Certificate Group in
      the
      Group II Certificates, such Excess Losses on the Mortgage Loans in the related
      Loan Group shall be allocated to the related Classes of Senior Certificates
      and
      Subordinated Certificates on the basis of their respective Class Certificate
      Balances immediately prior to such Distribution Date; provided further, however,
      on any Distribution Date on and after the Senior Credit Support Depletion Date
      for a Certificate Group, any Excess Loss shall be allocated, pro rata, among
      the
      Classes of Senior Certificates in such Certificate Group based on their
      respective Class Certificate Balances immediately prior to the related
      Distribution Date.

     

    (b)  The
      Class Certificate Balance of the Class of Subordinated Certificates in a
      Subordinated Certificate Group then outstanding with the highest numerical
      Class
      designation shall be reduced on each Distribution Date by the amount, if any,
      by
      which the aggregate Class Certificate Balance of all outstanding Classes of
      Certificates in the applicable Certificate Group (after giving effect to the
      distribution of principal and the allocation of Realized Losses on such
      Distribution Date) exceeds the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Aggregate Loan Group as of the Due Date in the
      month of such Distribution Date (after giving effect to Principal Prepayments
      in
      the Prepayment Period related to such Due Date).

     

    (c)  Any
      Realized Loss allocated to a Class of Certificates or any reduction in the
      Class
      Certificate Balance of a Class of Certificates pursuant to Section 4.05(a)
      or
      (b) shall be allocated among the Certificates of such Class in proportion to
      their respective Certificate Balances.

     

    (d)  Any
      allocation of Realized Losses to a Certificate or any reduction in the
      Certificate Balance of a Certificate pursuant to Section 4.05(a) or (b) shall
      be
      accomplished by reducing the Certificate Balance thereof immediately following
      the distributions made on the related Distribution Date in accordance with
      the
      definition of Certificate Balance.

     

    Section
      4.06    Monthly Statements to
      Certificateholders.

     

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


    (i)      
the
      applicable Record Dates, Interest Accrual
      Periods and Determination Dates for calculating distributions for the
      Distribution Date;

     

    
      
        
        

      

      
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    (ii)                   the
      amount of funds received from the Servicer for the Distribution Date separately
      identifying amounts received in respect of the Mortgage Loans and the amount
      of
      Advances included in the distribution on the Distribution Date;

     

    (iii)                   the
      Servicing Fee and the amounts of any additional servicing compensation received
      by the Servicer attributable to penalties, fees, Excess Proceeds or other
      similar charges or fees and items with respect to the Distribution Date, and,
      with respect to Lender PMI Loans, the interest premium charged the related
      borrower for primary mortgage guaranty insurance;

     

    (iv)                   the
      Trustee Fee for the Distribution Date;

     

    (v)                   the
      aggregate amount of expenses paid from amounts on deposit in the Distribution
      Account;

     

    (vi)                   the
      aggregate amount on deposit in the Distribution Account, as of the beginning
      and
      end of the related Due Period;

     

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

     

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

     

    (ix)                   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;

     

    (x)                   the
      aggregate amount of Realized Losses in each Loan Group and Aggregate Loan Group
      incurred and Subsequent Recoveries, if any, received during the preceding
      calendar month and aggregate Realized Losses through the Distribution
      Date;

     

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

     

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

     

    (xiii)                the
      number of Mortgage Loans in each Loan Group and Aggregate Loan Group and the
      aggregate Stated Principal Balance of the Mortgage Loans in each Loan Group
      and
      Aggregate Loan Group as the first day of the related Due Period and the last
      day
      of the related Due Period;

     

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

     

    
      	
               

            	
              (A)

            	
              the
                weighted average Mortgage Rate of the Mortgage Loans in each Loan
                Group
                and Aggregate Loan Group, and

            


    

     

    
      	
               

            	
              (B)

            	
              the
                weighted average remaining term to maturity of the Mortgage Loans
                in each
                Loan Group and Aggregate Loan
                Group;

            


    

     

    
      
        
        

      

      
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    (xv)          
      the number and aggregate outstanding Stated Principal Balance of the Mortgage
      Loans in each Loan Group and Aggregate 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,

            


    

     

    
      	
               

            	
              (B)

            	
              in
                foreclosure and delinquent (1) 30 to 59 days, (2) 60 to 89 days and
                (3) 90
                or more days, and

            


    

     

    (C)          that
      were subject of a Loan Modification during the preceding 12-month
      period,

     

    in
      each
      case as of the close of business on the last day of the calendar month preceding
      the Distribution Date;

     

    (xvi)                 for
      each of the preceding 12 calendar months, or all calendar months since the
      Cut-off Date, whichever is less, the aggregate dollar amount of the Scheduled
      Payments (A) due on all Outstanding Mortgage Loans on the Due Date in each
      such
      month and (B) Delinquent sixty (60) days or more on the Due Date in each such
      month;

     

    (xvii)                with
      respect to any Mortgage Loan that became an REO Property during the preceding
      calendar month, the loan number and Stated Principal Balance of the Mortgage
      Loan as of the close of business on the Determination Date preceding the
      Distribution Date;

     

    (xviii)               the
      total number and principal balance of any REO Properties in each Loan Group
      and
      in the aggregate (and market value, if available) as of the close of business
      on
      the Determination Date preceding the Distribution Date;

     

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

     

    (xx)                  the
      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
      Determination Date;

     

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

     

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

     

    (xxiii)               the
      aggregate number and outstanding Stated Principal Balance of Mortgage Loans
      in
      each Loan Group and Aggregate Loan Group repurchased during the related Due
      Period due to material breaches of representations and warranties regarding
      such
      Mortgage Loans;

     

    (xxiv)                   each
      Senior Prepayment Percentage and Subordinated Prepayment Percentage for the
      Distribution Date;

     

    
      
        
        

      

      
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    (xxv)                each
      Senior Percentage and Subordinated Percentage for the Distribution
      Date;

     

    (xxvi)               the
      Special Hazard Loss Coverage Amount and the Bankruptcy Loss Coverage Amount
      for
      the applicable Aggregate Loan Group, in each case as of the related
      Determination Date;

     

    (xxvii)              Hard
      Prepayment Charges and Soft Prepayment Charges collected, waived, and paid
      by
      the Servicer;

     

    (xxviii)             Late
      Payment Fees collected or waived by the Servicer;

     

    (xxix)               the
      aggregate Stated Principal Balance of the Mortgage Loans in each Loan Group
      and
      Aggregate Loan Group that became Liquidated Mortgage Loans in the prior month
      and since the Cut-off Date (in each case immediately prior to the Stated
      Principal Balance being reduced to zero);

     

    (xxx)                the
      Stated Principal Balance of any Mortgage Loan that has been repurchased by
      the
      Servicer in accordance with Section 2.02, 2.03 or 3.12; and

     

    (xxxi)               the
      Stated Principal Balance of any Substitute Mortgage Loan provided by the Seller
      and the Stated Principal Balance of any Mortgage Loan that has been replaced
      by
      a Substitute Mortgage Loan in accordance with Section 2.03.

     

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

     

    (b)  By
      the Reporting Date, the Servicer shall provide to the Trustee in electronic
      form
      the information needed to determine the distributions to be made pursuant to
      Section 4.02 and any other information on which the Servicer and the Trustee
      mutually agree.  The Servicer shall make available to the Rating
      Agencies on its website at http://bondir.indymacbank.com/BondIR/investor/login
      monthly loan-level information.  Such data at a minimum shall contain
      the fields referenced in Schedule V.

     

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

     

    (c)  Within
      a reasonable period of time after the end of each calendar year, the Trustee
      shall cause to be furnished to each Person who at any time during the calendar
      year was a Certificateholder, a statement containing the information set forth
      in clauses (a)(vii) and (a)(viii) of this Section 4.06 aggregated for such
      calendar year or applicable portion thereof during which such Person was a
      Certificateholder.  Such obligation of the Trustee shall be deemed to
      have been satisfied to the extent that substantially comparable information
      shall be provided by the Trustee pursuant to any requirements of the Code as
      from time to time in effect.

     

    
      
        
        

      

      
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    Section
      4.07    [Reserved].

     

    Section
      4.08            [Reserved].

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (c)          Until
      all of the LIBOR Certificates are paid in full, the Trustee will at all times
      retain at least four Reference Banks for the purpose of determining LIBOR with
      respect to each LIBOR Determination Date.  The Servicer initially
      shall designate the Reference Banks.  Each “Reference Bank” shall be a
      leading bank engaged in transactions in Eurodollar deposits in the international
      Eurocurrency market, shall not control, be controlled by, or be under
      common

     

    
      
        
        

      

      
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    control
      with, the Trustee and shall have an established place of business in
      London.  If any such Reference Bank should be unwilling or unable to
      act as such or if the Servicer should terminate its appointment as Reference
      Bank, the Trustee shall promptly appoint or cause to be appointed another
      Reference Bank.  The Trustee shall have no liability or responsibility
      to any Person for (i) the selection of any Reference Bank for purposes of
      determining LIBOR or (ii) any inability to retain at least four Reference Banks
      which is caused by circumstances beyond its reasonable control.

     

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

     

    (e)          In
      determining LIBOR, any Pass-Through Rate for the LIBOR Certificates, any
      Interest Settlement Rate, or any Reserve Interest Rate, the Trustee may
      conclusively rely and shall be protected in relying upon the offered quotations
      (whether written, oral or on the Dow Jones Markets) from the BBA designated
      banks, the Reference Banks or the New York City banks as to LIBOR, the Interest
      Settlement Rate or the Reserve Interest Rate, as appropriate, in effect from
      time to time.  The Trustee shall not have any liability or
      responsibility to any Person for (i) the Trustee’s selection of New York City
      banks for purposes of determining any Reserve Interest Rate or (ii) its
      inability, following a good-faith reasonable effort, to obtain such quotations
      from, the BBA designated banks, the Reference Banks or the New York City banks
      or to determine such arithmetic mean, all as provided for in this Section
      4.09.

     

    (f)  The
      establishment of LIBOR and each Pass-Through Rate for the LIBOR Certificates
      by
      the Trustee shall (in the absence of manifest error) be final, conclusive and
      binding upon each Holder of a Certificate and the Trustee.

     

    
      
        
        

      

      
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    ARTICLE
      FIVE

     

    The
      Certificates

     

    Section
      5.01            The
      Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    No
      transfer of an ERISA-Restricted Certificate shall be made unless the Trustee
      shall have received either (i) a representation from the transferee of such
      Certificate acceptable to and in form and substance satisfactory to the Trustee
      (if the Certificate is a Private Certificate, the requirement is satisfied
      only
      by the Trustee’s receipt of a representation letter from the transferee
      substantially in the form of Exhibit K or Exhibit L, and if the Certificate
      is a
      Residual Certificate, the requirement is satisfied only by the Trustee’s receipt
      of a representation letter from the transferee substantially in the form of
      Exhibit I), to the effect that (x) the transferee is not an employee benefit
      plan or arrangement subject to section 406 of ERISA or a plan subject to section
      4975 of the Code, or a person acting on behalf of any such plan or arrangement
      or using the assets of any such plan or arrangement to effect the transfer,
      or
      (y) if the ERISA-Restricted Certificate has been the subject of an
      ERISA-Qualifying Underwriting, a representation that the transferee is an
      insurance company that is purchasing such Certificate with funds contained
      in an
“insurance company general account” (as such term is defined in Section V(e) of
      Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”) and that the purchase and holding of such Certificate
      satisfies the requirements for exemptive relief under Sections I and III of
      PTCE
      95-60, or (ii) in the case of any ERISA-Restricted Certificate presented for
      registration in the name of an employee benefit plan subject to ERISA, or a
      plan
      or arrangement subject to section 4975 of the Code (or comparable provisions
      of
      any subsequent enactments), or a trustee of any such plan or any other person
      acting on behalf of any such plan or arrangement or using such plan’s or
      arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee, which
      Opinion of Counsel shall not be an expense of the Trustee, the Servicer or
      the
      Trust Fund, addressed to the Trustee and the Servicer, to the effect that the
      purchase and holding of such ERISA-Restricted Certificate will not result in
      a
      non-exempt prohibited transaction under ERISA or section 4975 of the Code and
      will not subject the Trustee or the Servicer to any

     

    
      
        
        

      

      
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    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
      appropriate representation letter or Opinion of Counsel referred to in the
      preceding sentence is not furnished, the representation in clause (i) above,
      shall be deemed to have been made to the Trustee by the transferee’s (including
      an initial acquirer’s) acceptance of the ERISA-Restricted
      Certificates.  If the representation is violated, or any attempt is
      made to transfer to a plan or arrangement subject to section 406 of ERISA or
      a
      plan subject to section 4975 of the Code, or a person acting on behalf of any
      such plan or arrangement or using the assets of any such plan or arrangement,
      without the Opinion of Counsel described above, the attempted transfer or
      acquisition shall be void.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    entitled
      but not obligated to recover from any Holder of a Residual Certificate that
      was
      in fact not a Permitted Transferee at the time it became a Holder or, at such
      subsequent time as it became other than a Permitted Transferee, all payments
      made on such Residual Certificate at and after either such time.  Any
      such payments so recovered by the Trustee shall be paid and delivered by the
      Trustee to the last preceding Permitted Transferee of such
      Certificate.

     

    (v)                   The
      Depositor shall use its best efforts to make available, upon receipt of written
      request from the Trustee, all information necessary to compute any tax imposed
      under section 860E(e) of the Code as a result of a Transfer of an Ownership
      Interest in a Residual Certificate to any Holder who is not a Permitted
      Transferee.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    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 Servicer, the Depositor nor the Trustee
      shall be liable for any delay in delivery of such instruction and each may
      conclusively rely on, and shall be protected in relying on, such
      instructions.  The Servicer shall provide the Trustee with an adequate
      inventory of certificates to facilitate the issuance and transfer of Definitive
      Certificates.  Upon the issuance of Definitive Certificates all
      references herein to obligations imposed upon or to be performed by the
      Depository shall be deemed to be imposed upon and performed by the Trustee,
      to
      the extent applicable with respect to such Definitive Certificates and the
      Trustee shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder; provided that the Trustee shall not by virtue
      of
      its assumption of such obligations become liable to any party for any act or
      failure to act of the Depository.

     

    Section
      5.03            Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

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

     

    Section
      5.04            Persons
      Deemed Owners.

     

    The
      Servicer, the Trustee, and any agent of the Servicer or the Trustee may treat
      the Person in whose name any Certificate is registered as the owner of such
      Certificate for the purpose of receiving distributions as provided in this
      Agreement and for all other purposes whatsoever, and neither the Servicer,
      the
      Trustee nor any agent of the Servicer or the Trustee shall be affected by any
      notice to the contrary.

     

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

     

    If
      three
      or more Certificateholders and/or Certificate Owners (a) request such
      information in writing from the Trustee, (b) state that such Certificateholders
      and/or Certificate Owners desire to communicate with other Certificateholders
      and/or Certificate Owners with respect to their rights under this Agreement
      or
      under the Certificates, and (c) provide a copy of the communication which
      such

     

    
      
        
        

      

      
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    Certificateholders
      and/or Certificate Owners propose to transmit, or if the Depositor or Servicer
      shall request such information in writing from the Trustee, then the Trustee
      shall, within ten Business Days after the receipt of such request, provide
      the
      Depositor, the Servicer or such Certificateholders and/or Certificate Owners
      at
      such recipients’ expense the most recent list of the Certificateholders of such
      Trust Fund held by the Trustee.  The Depositor and every
      Certificateholder and/or Certificate Owner, by receiving and holding a
      Certificate, agree that the Trustee shall not be held accountable because of
      the
      disclosure of any such information as to the list of the Certificateholders
      hereunder, regardless of the source from which such information was
      derived.

     

    Section
      5.06            Maintenance
      of Office or Agency.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      SIX

     

    The
      Depositor and the Servicer

     

    Section
      6.01            Respective
      Liabilities of the Depositor and the Servicer.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Mortgage
      Loan or Mortgage Loans (except as any such loss, liability or expense shall
      be
      otherwise reimbursable pursuant to this Agreement) and any loss, liability
      or
      expense incurred because of willful misfeasance, bad faith or gross negligence
      in the performance of duties hereunder or because of reckless disregard of
      obligations and duties hereunder.  None of the Depositor, the Seller
      or the Servicer shall be under any obligation to appear in, prosecute or defend
      any legal action that is not incidental to its respective duties hereunder
      and
      which in its opinion may involve it in any expense or liability; provided,
      however, that any of the Depositor, the Seller or the Servicer may in its
      discretion undertake any such action that it may deem appropriate in respect
      of
      this Agreement and the rights and duties of the parties hereto and interests
      of
      the Trustee and the Certificateholders hereunder.  In such event, the
      legal expenses and costs of such action and any liability resulting therefrom
      shall be expenses, costs and liabilities of the Trust Fund, and the Depositor,
      the Seller, and the Servicer shall be entitled to be reimbursed therefor out
      of
      the Certificate Account.

     

    Section
      6.04    Limitation on
      Resignation of the Servicer.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      SEVEN

     

    Default

     

    Section
      7.01            Events
      of Default.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    If
      an
      Event of Default described in clauses (a) through (f) of this Section 7.01
      occurs, then, and in each and every such case, so long as such Event of Default
      shall not have been remedied, the Trustee may, or at the direction of the
      Holders of Certificates of any Class in the affected Certificate Group
      evidencing not less than 66 2/3% of the Voting Rights of the Class, the Trustee
      shall by notice in writing to the Servicer (with a copy to each Rating Agency),
      terminate all of the rights and obligations of the Servicer under this Agreement
      with respect to the related Aggregate Loan Group and in the related Mortgage
      Loans and the proceeds thereof, other than its rights as a Certificateholder
      hereunder.  In addition, if during the period that the Depositor is
      required to file Exchange Act Reports with respect to

     

     

    
      
        
        

      

      
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    the
      Trust
      Fund, the Servicer shall fail to observe or perform any of the obligations
      that
      constitute a Limited Exchange Act Reporting Obligation or the obligations set
      forth in Section 3.17(a) or Section 11.07(a)(i) and (ii), and such failure
      continues for the lesser of 10 calendar days or such period in which the
      applicable Exchange Act Report can be filed timely (without taking into account
      any extensions), so long as such failure shall not have been remedied, the
      Trustee shall, but only at the direction of the Depositor, terminate all of
      the
      rights and obligations of the Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof, other than its rights as a
      Certificateholder hereunder.  The Depositor shall not be entitled to
      terminate the rights and obligations of the Servicer if a failure of the
      Servicer to identify a Subcontractor “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB was attributable solely to
      the
      role or functions of such Subcontractor with respect to mortgage loans other
      than the Mortgage Loans.

     

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

     

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

     

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

     

    Section
      7.02            Trustee
      to Act; Appointment of Successor.

     

    On
      and
      after the time the Servicer receives a notice of termination pursuant to Section
      7.01, the Trustee shall, subject to and to the extent provided in Section 3.05,
      be the successor to the Servicer in its capacity as servicer under this
      Agreement with respect to the applicable Aggregate Loan Group and the
      transactions set forth or provided for herein and shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on the Servicer
      by the terms hereof and applicable law including the obligation to make Advances
      pursuant to Section 4.01.  As compensation therefor, the Trustee shall
      be entitled to all funds relating to the Mortgage Loans in the applicable
      Aggregate Loan Group that the

     

    
      
        
        

      

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      7.03            Notification
      to Certificateholders.

     

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      EIGHT


     

    Concerning
      the Trustee

     

    Section
      8.01            Duties
      of the Trustee.

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
      8.02            Certain
      Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 8.01:

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (j)  the
      Trustee or its Affiliates are permitted to receive additional compensation
      that
      could be deemed to be in the Trustee’s economic self-interest for (i) serving as
      investment adviser, administrator, shareholder servicing agent, custodian or
      sub-custodian with respect to certain of the Permitted Investments, (ii) using
      Affiliates to effect transactions in certain Permitted Investments and (iii)
      effecting 

     

    
      
        
        

      

      
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    transactions
      in certain Permitted Investments.  The Trustee does not guarantee the
      performance of any Permitted Investment; and

     

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

     

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

     

    Section
      8.03    Trustee Not Liable
      for Certificates or Mortgage Loans.

     

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

     

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

     

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

     

    Section
      8.04            Trustee
      May Own Certificates.

     

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

     

    Section
      8.05            Trustee’s
      Fees and Expenses.

     

    As
      compensation for its activities under this Agreement, on each Distribution
      Date
      the Trustee may withdraw from the Distribution Account income from funds
      invested in Permitted Investments in the Distribution Account.  The
      amount of any losses incurred in the Distribution Account in respect of the
      investments will be deposited by the Trustee into the Distribution Account
      out
      of its own funds immediately as realized.  The Trustee and any
      director, officer, employee, or agent of the Trustee shall be

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    Section
      8.06    Eligibility
      Requirements for the Trustee.

     

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

     

    Section
      8.07            Resignation
      and Removal of the Trustee.

     

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

     

    
      
        
        

      

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

     

    If
      at any
      time (i) the Trustee shall cease to be eligible in accordance with Section
      8.06
      and shall fail to resign after written request thereto by the Depositor, (ii)
      the Trustee shall become incapable of acting, or shall be adjudged as bankrupt
      or insolvent, or a receiver of the Trustee or of its property shall be
      appointed, or any public officer shall take charge or control of the Trustee
      or
      of its property or affairs for the purpose of rehabilitation, conservation
      or
      liquidation, (iii)(A) a tax is imposed with respect to the Trust Fund by any
      state in which the Trustee or the Trust Fund is located, (B) the imposition
      of
      such tax would be avoided by the appointment of a different trustee and (C)
      the
      Trustee has not paid such tax, or (iv) during the period which the Depositor
      is
      required to file Exchange Act Reports with respect to the Trust Fund, the
      Trustee fails to comply with its obligations under the last sentence of Section
      7.01, the preceding paragraph, Section 8.09 or Article 11 and such failure
      is
      not remedied within the lesser of 10 calendar days or such period in which
      the
      applicable Exchange Act Report can be filed timely (without taking into account
      any extensions), then, in the case of clauses (i) through (iii), then the
      Depositor or the Servicer, or in the case of clause (iv), the Depositor, may
      remove the Trustee and appoint a successor trustee by written instrument, in
      triplicate, one copy of which shall be delivered to the Trustee, one copy to
      the
      Servicer and one copy to the successor trustee.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights in both
      Certificate Groups may at any time remove the Trustee and appoint a successor
      trustee by written instrument or instruments, in triplicate, signed by such
      Holders or their attorneys-in-fact duly authorized, one complete set of which
      shall be delivered by the successor Trustee to the Servicer, one complete set
      to
      the Trustee so removed, one complete set to the successor so appointed and
      one
      complete set to the Depositor, together with a written description of the basis
      for such removal.  As long as any Voting Rights are held by parties
      other than the Seller, its Affiliates, or its agents, Voting Rights of
      Certificates held by the Seller, its Affiliates or its agents as the Seller
      shall certify to the Trustee upon any such entity obtaining such ownership
      will
      be excluded from participating in such voting arrangements, and excluded from
      determining the 51% threshold.  The successor trustee shall notify
      each Rating Agency of any removal of the Trustee.

     

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

     

    Section
      8.08    Successor
      Trustee.

     

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

     

    
      
        
        

      

      
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    No
      successor trustee shall accept appointment as provided in this Section 8.08
      unless, at the time of its acceptance, the successor trustee is eligible under
      Section 8.06 and its appointment does not adversely affect the then current
      rating of the Certificates and has provided to the Depositor in writing and
      in
      form and substance reasonably satisfactory to the Depositor, all information
      reasonably requested by the Depositor in order to comply with its reporting
      obligation under Item 6.02 of Form 8-K with respect to a replacement
      Trustee.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this Section
      8.08, the Depositor shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates.  If the Depositor fails to
      mail such notice within 10 days after acceptance of appointment by the successor
      trustee, the successor trustee shall cause such notice to be mailed at the
      expense of the Depositor.

     

    Section
      8.09    Merger or
      Consolidation of the Trustee.

     

    Any
      corporation into which the Trustee may be merged or converted or with which
      it
      may be consolidated or any corporation resulting from any merger, conversion
      or
      consolidation to which the Trustee shall be a party, or any corporation
      succeeding to the business of the Trustee, shall be the successor of the Trustee
      hereunder, provided that such corporation shall be eligible under Section 8.06
      without the execution or filing of any paper or further act on the part of
      any
      of the parties hereto, anything herein to the contrary
      notwithstanding.

     

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

     

    Section
      8.10            Appointment
      of Co-Trustee or Separate Trustee.

     

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

     

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

     

    (a)  To
      the extent necessary to effectuate the purposes of this Section 8.10, all
      rights, powers, duties and obligations conferred or imposed upon the Trustee,
      except for the obligation of the Trustee under this Agreement to advance funds
      on behalf of the Servicer, shall be conferred or imposed upon and

     

    
      
        
        

      

      
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    exercised
      or performed by the Trustee and such separate trustee or co-trustee jointly
      (it
      being understood that such separate trustee or co-trustee is not authorized
      to
      act separately without the Trustee joining in such act), except to the extent
      that under any law of any jurisdiction in which any particular act or acts
      are
      to be performed (whether as Trustee hereunder or as successor to the Servicer
      hereunder), the Trustee shall be incompetent or unqualified to perform such
      act
      or acts, in which event such rights, powers, duties and obligations (including
      the holding of title to the applicable Trust Fund or any portion thereof in
      any
      such jurisdiction) shall be exercised and performed singly by such separate
      trustee or co-trustee, but solely at the direction of the Trustee;

     

    (b)  No
      trustee hereunder shall be held personally liable because of any act or omission
      of any other trustee hereunder and such appointment shall not, and shall not
      be
      deemed to, constitute any such separate trustee or co-trustee as agent of the
      Trustee;

     

    (c)  The
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee; and

     

    (d)  The
      Servicer, and not the Trustee, shall be liable for the payment of reasonable
      compensation, reimbursement and indemnification to any such separate trustee
      or
      co-trustee.

     

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

     

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

     

    Section
      8.11            Tax
      Matters.

     

    It
      is
      intended that the assets with respect to which one or more REMIC elections
      pertaining to the Trust Fund is to be made, as set forth in the Preliminary
      Statement, shall constitute, and that the conduct of matters relating to such
      assets shall be such as to qualify such assets as, a “real estate mortgage
      investment conduit” as defined in and in accordance with the REMIC
      Provisions.  In furtherance of such intention, the Trustee covenants
      and agrees that it shall act as agent (and the Trustee is hereby appointed
      to
      act as agent) on behalf of each REMIC created under this Agreement and that
      in
      such capacity it shall:

     

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

     

    
      
        
        

      

      
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    Certificateholders
      the schedules, statements or information at such times and in such manner as
      may
      be required thereby;

     

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

     

    (c)  make
      an election that each REMIC created under this Agreement be treated as a REMIC
      on the federal tax return for its first taxable year (and, if necessary, under
      applicable state law);

     

    (d)  prepare
      and forward to the Certificateholders and to the Internal Revenue Service and,
      if necessary, state tax authorities, all information returns and reports as
      and
      when required to be provided to them in accordance with the REMIC Provisions,
      including the calculations of any original issue discount and of taxable income
      or net loss to the holders of the residual interests in each REMIC created
      hereunder using the Prepayment Assumption (as defined in the Prospectus
      Supplement). For purposes of calculating taxable income or net loss to the
      holders of the residual interests in each such REMIC, the Trustee also shall
      assume that the indices in respect of any adjustable rate Mortgage Loans are
      static until the liquidation or purchase of the Mortgage Loans in accordance
      with Section 9.01;

     

    (e)  provide
      information necessary for the computation of tax imposed on the transfer of
      a
      Residual Certificate to a Person that is not a Permitted Transferee, or an
      agent
      (including a broker, nominee or other middleman) of a Person that is not a
      Permitted Transferee, or a pass-through entity in which a Person that is not
      a
      Permitted Transferee is the record holder of an interest (the reasonable cost
      of
      computing and furnishing such information may be charged to the Person liable
      for such tax);

     

    (f)  to
      the extent that they are under its control, conduct matters relating to such
      assets at all times that any Certificates are outstanding so as to maintain
      the
      status as any REMIC created under this Agreement under the REMIC
      Provisions;

     

    (g)  not
      knowingly or intentionally take any action or omit to take any action that
      would
      cause the termination of the REMIC status of any REMIC created under this
      Agreement;

     

    (h)  pay,
      from the sources specified in the third paragraph of this Section 8.11, the
      amount of any federal or state tax, including prohibited transaction taxes
      as
      described below, imposed on any REMIC before its termination when and as the
      same shall be due and payable (but such obligation shall not prevent the Trustee
      or any other appropriate Person from contesting any such tax in appropriate
      proceedings and shall not prevent the Trustee from withholding payment of such
      tax, if permitted by law, pending the outcome of such proceedings);

     

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

     

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

     

    
      
        
        

      

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

     

    To
      enable
      the Trustee to perform its duties under this Agreement, the Depositor shall
      provide to the Trustee within ten days after the Closing Date all information
      or
      data that the Trustee requests in writing and determines to be relevant for
      tax
      purposes to the valuations and offering prices of the Certificates, including
      the price, yield, prepayment assumption, and projected cash flows of the
      Certificates and the Mortgage Loans.  Thereafter, the Depositor shall
      provide to the Trustee promptly upon written request therefor any additional
      information or data that the Trustee may, from time to time, reasonably request
      to enable the Trustee to perform its duties under this Agreement.  The
      Depositor hereby indemnifies the Trustee for any losses, liabilities, damages,
      claims, or expenses of the Trustee arising from any errors or miscalculations
      of
      the Trustee that result from any failure of the Depositor to provide, or to
      cause to be provided, accurate information or data to the Trustee on a timely
      basis.

     

    If
      any
      tax is imposed on “prohibited transactions” (as defined in section 860F(a)(2) of
      the Code) of any REMIC created under this Agreement, on the “net income from
      foreclosure property” of any REMIC created under this Agreement as defined in
      section 860G(c) of the Code, on any contribution to any REMIC created under
      this
      Agreement after the Startup Day pursuant to section 860G(d) of the Code, or
      any
      other tax is imposed, including any minimum tax imposed on any REMIC created
      hereunder pursuant to sections 23153 and 24874 of the California Revenue and
      Taxation Code, if not paid as otherwise provided for herein, the tax shall
      be
      paid by (i) the Trustee, if any such other tax arises out of or results from
      negligence of the Trustee in the performance of any of its obligations under
      this Agreement, (ii) the Servicer or the Seller, in the case of any such minimum
      tax, if such tax arises out of or results from a breach by the Servicer or
      Seller of any of their obligations under this Agreement, (iii) the Seller,
      if
      any such tax arises out of or results from the Seller’s obligation to repurchase
      a Mortgage Loan pursuant to Section 2.02 or 2.03, or (iv) in all other cases,
      or
      if the Trustee, the Servicer, or the Seller fails to honor its obligations
      under
      the preceding clauses (i), (ii), or (iii), any such tax will be paid with
      amounts otherwise to be distributed to the Certificateholders, as provided
      in
      Section 3.09(b).

     

    The
      Trustee shall file or cause to be filed with the Internal Revenue Service,
      Form
      1041 or such other form as may be applicable, and shall furnish or cause to
      be
      furnished to the Holders of the Class I-L and Class II-L Certificates the
      related Late Payment Fees that are received, in the time or times and in the
      manner required by the Code.

     

    
      
        
        

      

      
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    ARTICLE
      NINE


     

    Termination

     

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

     

    Subject
      to Section 9.03, the obligations and responsibilities of the Depositor, the
      Servicer, and the Trustee created hereby shall terminate with respect to an
      Aggregate Loan Group upon the earlier of

     

    (a)  the
      purchase by the Servicer of all Mortgage Loans (and REO Properties) in such
      Aggregate Loan Group at the price equal to the sum of

     

    (i)        100%
      of the Stated Principal Balance of each Mortgage Loan (other than in respect
      of
      a Delinquent Mortgage Loan or REO Property) in such Aggregate Loan Group plus
      one month’s accrued interest thereon at the applicable Adjusted Mortgage Rate
      less any amounts collected by the Servicer representing principal and interest
      due after the related Due Date on such Mortgage Loans,

     

    (ii)       the
      lesser of (x) the appraised value of any Delinquent Mortgage Loan or REO
      Property in such Aggregate Loan Group as determined by the higher of two
      appraisals completed by two independent appraisers selected by the Servicer
      at
      the expense of the Servicer and (y) the Stated Principal Balance of each such
      Delinquent Mortgage Loan or Mortgage Loan related to such REO Property in such
      Aggregate Loan Group, in each case plus accrued and unpaid interest thereon
      at
      the applicable Adjusted Net Mortgage Rate on such Mortgage Loans
      and

     

    (iii)      any
      costs and damages incurred by the Trust Fund in connection with any violation
      by
      each Mortgage Loan in such Aggregate Loan Group 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 in such Aggregate Loan Group and the disposition of all related
      REO Property and

     

    (ii)       the
      distribution to the related Certificateholders of all amounts required to be
      distributed to them pursuant to this Agreement.

     

    In
      no
      event shall the trusts created hereby continue beyond the expiration of 21
      years
      from the death of the survivor of the descendants of Joseph
      P.  Kennedy, the late Ambassador of the United States to the Court of
      St. James’s, living on the date of this Agreement.

     

    The
      right
      to purchase all Mortgage Loans and REO Properties in an Aggregate Loan Group
      pursuant to clause (a) above shall be conditioned upon the aggregate Stated
      Principal Balance of the Mortgage Loans in such Aggregate Loan Group, at the
      time of any such repurchase, aggregating less than ten percent (10%) of the
      aggregate Stated Principal Balance of the Mortgage Loans in such Aggregate
      Loan
      Group as of the Cut-off Date.  The first Distribution Date on which
      the right to purchase all Mortgage Loans and REO Properties pursuant to clause
      (a) above first becomes exercisable is referred to as the “Optional
      Termination Date.”  The Servicer shall effect any such
      repurchase by depositing the purchase price, as calculated above, as of the
      month preceding the date on which such purchase price

     

    
      
        
        

      

      
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     shall
      be distributed to Certificateholders into the Certificate
      Account.  With such repurchase, the Servicer shall acquire any rights
      or potential rights of the Certificateholders or the Trustee to causes of action
      against any Person relating to the Mortgage Loans or the origination of the
      Mortgage Loans, including, without limitation, the right to enforce any breach
      of a representation or warranty made at any time with respect to the Mortgage
      Loans.

     

    The
      Grantor Trust with respect to the Late Payment Fees shall terminate
      automatically upon termination of the Trust Fund.

     

    Section
      9.02            Final
      Distribution on the Certificates.

     

    If
      on any
      Determination Date the Servicer determines that there are no Outstanding
      Mortgage Loans in an Aggregate Loan Group and no other funds or assets in the
      Trust Fund with respect to such Aggregate Loan Group other than the funds in
      the
      Certificate Account, the Servicer shall direct the Trustee promptly to send
      a
      final distribution notice to each Certificateholder of Group I or Group II
      Certificates, as applicable.  If the Servicer elects to terminate the
      Trust Fund pursuant to clause (a) of Section 9.01, no later than the 15th day
      of
      the month preceding the month of the final Distribution Date the Servicer shall
      notify the Depositor and the Trustee of the date the Servicer intends to
      terminate the related portion of Trust Fund related to an Aggregate Loan Group
      and of the applicable repurchase price of the related Mortgage Loans and REO
      Properties.

     

    Notice
      of
      any termination of the Trust Fund related to an Aggregate Loan Group specifying
      the Distribution Date on which the related Certificateholders may surrender
      their Certificates for payment of the final distribution and cancellation shall
      be given promptly by the Trustee by letter to the related Certificateholders
      mailed not earlier than the 15th day and not later than the last day of the
      month next preceding the month of such final distribution.  Any such
      notice shall specify (a) the Distribution Date upon which final distribution
      on
      the related Certificates will be made upon presentation and surrender of such
      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 such Certificates at the office therein
      specified.  The Servicer will give such notice to each Rating Agency
      at the time such notice is given to such Certificateholders.

     

    If
      this
      notice is given, the Servicer shall cause all funds in the Certificate Account
      with respect to such Aggregate Loan Group 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
      Group I or Group II Certificates, as applicable.  Upon such final
      deposit with respect to the Trust Fund and the receipt by the Trustee of a
      Request for Release therefor, the Trustee shall promptly release to the Servicer
      the Mortgage Files for the Mortgage Loans in such Aggregate Loan
      Group.

     

    Upon
      presentation and surrender of the related Certificates, the Trustee shall cause
      to be distributed to the Certificateholders of each related Class, in each
      case
      on the final Distribution Date and in the order set forth in Section 4.02,
      in proportion to their respective Percentage Interests, with respect to
      Certificateholders of the same Class, an amount equal to (i) as to each Class
      of
      Regular Certificates, its Certificate Balance plus for each such Class accrued
      interest thereon (or on their Notional Amount, if applicable) in the case of
      an
      interest-bearing Certificate and (ii) as to the Residual Certificates, only
      if
      such termination is with respect to the last remaining Aggregate Loan Group,
      any
      amount remaining on deposit in the Distribution Account (other than the amounts
      retained to meet claims) after application pursuant to clause (i)
      above.  Notwithstanding the reduction of the Certificate Balance of
      any Class of Certificates to zero, such Class will be outstanding hereunder
      solely for the purpose of receiving distributions and for no other purpose
      until
      the termination of the respective obligations and

     

    
      
        
        

      

      
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     responsibilities
      of the Depositor, the Servicer and the Trustee hereunder in accordance with
      Article Nine.  The foregoing provisions are intended to distribute to
      each Class of Regular Certificates any accrued and unpaid interest and principal
      to which they are entitled based on the Pass-Through Rates and actual Class
      Certificate Balances or Notional Amounts set forth in the Preliminary Statement
      upon liquidation of the Trust Fund.

     

    If
      any
      affected Certificateholder does not surrender its Certificates for cancellation
      within six months after the date specified in the above mentioned written
      notice, the Trustee shall give a second written notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto.  If within six months
      after the second notice all the applicable Certificates shall not have been
      surrendered for cancellation, the Trustee may take appropriate steps, or may
      appoint an agent to take appropriate steps, to contact the remaining
      Certificateholders concerning surrender of their Certificates, and the cost
      thereof shall be paid out of the funds and other assets which remain a part
      of
      the Trust Fund.  If within one year after the second notice, and only
      if such termination is with respect to the last remaining Aggregate Loan Group,
      all Certificates shall not have been surrendered for cancellation, then the
      Class A-R Certificateholders shall be entitled to all unclaimed funds and
      other assets of the Trust Fund which remain subject hereto.

     

    Section
      9.03            Additional
      Termination Requirements.

     

    (a)  If
      the Servicer exercises its purchase option with respect to the Mortgage Loans
      in
      the last remaining Aggregate Loan Group as provided in Section 9.01, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements, unless the Trustee has been supplied with an Opinion of Counsel,
      at the expense of the Servicer, to the effect that the failure to comply with
      the requirements of this Section 9.03 will not (i) result in the imposition
      of
      taxes on “prohibited transactions” on any REMIC created hereunder as defined in
      section 860F of the Code, or (ii) cause any REMIC created under this Agreement
      to fail to qualify as a REMIC at any time that any Certificates are
      outstanding:

     

    (b)  The
      Trustee shall sell all of the assets of the Trust Fund to the Servicer, and,
      within 90 days of such sale, shall distribute to the Certificateholders the
      proceeds of such sale in complete liquidation of each REMIC created under this
      Agreement.

     

    (c)  The
      Trustee shall attach a statement to the final federal income tax return for
      each
      REMIC created under this Agreement stating that pursuant to Treasury Regulation
      § 1.860F-1, the first day of the 90-day liquidation period for such REMIC was
      the date on which the Trustee sold the assets of the Trust Fund to the
      Servicer.

     

    
      
        
        

      

      
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    ARTICLE
      TEN


     

    Miscellaneous
      Provisions

     

    Section
      10.01    Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer and
      the Trustee without the consent of any of the Certificateholders (i) to cure
      any
      ambiguity or mistake, (ii) to correct any defective provision in this Agreement
      or to supplement any provision in this Agreement which may be inconsistent
      with
      any other provision in this Agreement, (iii) to conform this Agreement to the
      Prospectus Supplement, (iv) to add to the duties of the Depositor, the Seller
      or
      the Servicer, (v) to modify, alter, amend, add to or rescind any of the terms
      or
      provisions contained in this Agreement to comply with any rules or regulations
      promulgated by the Commission from time to time, (vi) to add any other
      provisions with respect to matters or questions arising under this Agreement,
      or
      (vii) to modify, alter, amend, add to, or rescind any of the terms or provisions
      contained in this Agreement.

     

    No
      action
      pursuant to clauses (v), (vi) or (vii) above may, as evidenced by an Opinion
      of
      Counsel (which Opinion of Counsel shall not be an expense of the Trustee or
      the
      Trust Fund), adversely affect in any material respect the interests of any
      Certificateholder.  The amendment shall not be deemed to adversely
      affect in any material respect the interests of the Certificateholders if the
      Person requesting the amendment obtains a letter from each Rating Agency stating
      that the amendment would not result in the downgrading, qualification or
      withdrawal of the respective ratings then assigned to the
      Certificates.  Any such letter in and of itself will not represent a
      determination as to the materiality of any amendment and will represent a
      determination only as to the credit issues affecting any rating.  Each
      party to this Agreement agrees that it will cooperate with each other party
      in
      amending this Agreement pursuant to clause (v) above.

     

    The
      Trustee, the Depositor, and the Servicer also may at any time and from time
      to
      time amend this Agreement without the consent of the Certificateholders to
      modify, eliminate or add to any of its provisions to the extent necessary or
      helpful to (i) maintain the qualification of any REMIC created under this
      Agreement as a REMIC under the Code, (ii) avoid or minimize the risk of the
      imposition of any tax on any REMIC created under this Agreement pursuant to
      the
      Code that would be a claim at any time before the final redemption of the
      Certificates, or (iii) comply with any other requirements of the Code, if the
      Trustee has been provided an Opinion of Counsel, which opinion shall be an
      expense of the party requesting such opinion but in any case shall not be an
      expense of the Trustee or the Trust Fund, to the effect that the action is
      necessary or helpful for one of the foregoing purposes.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      and the Trustee with the consent of the Holders of Certificates evidencing
      Percentage Interests aggregating not less than 51% of each Class of Certificates
      adversely affected thereby for the purpose of adding any provisions to or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Holders of
      Certificates.  As long as any Voting Rights are held by parties other
      than the Seller, its Affiliates, or its agents, Voting Rights of Certificates
      held by the Seller, its Affiliates or its agents as the Seller shall certify
      to
      the Trustee upon any entity obtaining such ownership, will be excluded from
      participating in such voting arrangements, and excluded from determining the
      51%
      threshold.  No amendment shall

     

     (i)           reduce
      in any manner the amount of, or delay the timing of, payments required to be
      distributed on any Certificate without the consent of the Holder of such
      Certificate,

     

     

    
      
        
        

      

      
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    (ii)           amend,
      modify, add to, rescind, or alter in any respect Section 10.13, notwithstanding
      any contrary provision of this Agreement, without the consent of the Holders
      of
      Certificates evidencing Percentage Interests aggregating not less than 66 2/3%
      (provided, however, that no Certificates held by the Seller, the Depositor
      or
      any Affiliate thereby shall be given effect for the purpose of calculating
      any
      such aggregation of Percentage Interests), or

     

    (iii)           reduce
      the aforesaid percentages of Certificates the Holders of which are required
      to
      consent to any such amendment, without the consent of the Holders of all such
      Certificates then outstanding.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless (i) it shall have first received an Opinion
      of Counsel, which opinion shall not be an expense of the Trustee or the Trust
      Fund, to the effect that such amendment will not cause the imposition of any
      tax
      on any REMIC created under this Agreement or the Certificateholders or cause
      any
      REMIC created hereunder to fail to qualify as a REMIC at any time that any
      Certificates are outstanding and (ii) because the Trust Fund is required to
      be a
      Qualifying Special Purpose Entity (as that term is defined in Statement of
      Financial Accounting Standards No. 140 (“SFAS 140”),
      in order for the Seller to continue to account for the transfer of the Mortgage
      Loans under this Agreement as a sale under SFAS 140, prior to the parties hereto
      entering into such an amendment, the Trustee shall receive an Officer’s
      Certificate, which shall not be an expense of the Trustee or the Trust Fund,
      to
      the effect that such amendment would not “significantly change” (within the
      meaning of SFAS 140) the permitted activities of the Trust Fund so as to cause
      the Trust Fund to fail to qualify as a Qualifying Special Purpose
      Entity.

     

    Promptly
      after the execution of any amendment to this Agreement requiring the consent
      of
      Certificateholders, the Trustee shall furnish written notification of the
      substance or a copy of such amendment to each Certificateholder and each Rating
      Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 10.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof.  The
      manner of obtaining such consents and of evidencing the authorization of the
      execution thereof by Certificateholders shall be subject to such reasonable
      regulations as the Trustee may prescribe.

     

    Nothing
      in this Agreement shall require the Trustee to enter into an amendment without
      receiving an Opinion of Counsel (which Opinion shall not be an expense of the
      Trustee or the Trust Fund), satisfactory to the Trustee that (i) such amendment
      is permitted and is not prohibited by this Agreement and that all requirements
      for amending this Agreement have been complied with; and (ii) either (A) the
      amendment does not adversely affect in any material respect the interests of
      any
      Certificateholder or (B) the conclusion set forth in the preceding clause (A)
      is
      not required to be reached pursuant to this Section 10.01.

     

    Section
      10.02          Recordation of
      Agreement; Counterparts.

     

    This
      Agreement is subject to recordation in all appropriate public offices for real
      property records in all the counties or other comparable jurisdictions in which
      any or all of the properties subject to the Mortgages are situated, and in
      any
      other appropriate public recording office or elsewhere, such recordation to
      be
      effected by the Servicer at its expense, but only upon receipt of an Opinion
      of
      Counsel to the effect that such recordation materially and beneficially affects
      the interests of the Certificateholders.

     

     

    
      
        
        

      

      
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    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      10.03          Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      10.04          Intention of
      Parties.

     

    It
      is the
      express intent of the parties hereto that the conveyance (i) of the Mortgage
      Loans by the Seller to the Depositor and (ii) of the Trust Fund by the Depositor
      to the Trustee each be, and be construed as, an absolute sale
      thereof.  It is, further, not the intention of the parties that such
      conveyances be deemed a pledge thereof.  However, if, notwithstanding
      the intent of the parties, the assets are held to be the property of the Seller
      or Depositor, as the case may be, or if for any other reason this Agreement
      is
      held or deemed to create a security interest in either such assets, then (i)
      this Agreement shall be deemed to be a security agreement within the meaning
      of
      the UCC and (ii) the conveyances provided for in this Agreement shall be deemed
      to be an assignment and a grant (i) by the Seller to the Depositor or (ii)
      by
      the Depositor to the Trustee, for the benefit of the Certificateholders, of
      a
      security interest in all of the assets transferred, whether now owned or
      hereafter acquired.

     

    The
      Seller and the Depositor for the benefit of the Certificateholders shall, to
      the
      extent consistent with this Agreement, take such actions as may be necessary
      to
      ensure that, if this Agreement were deemed to create a security interest in
      the
      Trust Fund, such security interest would be deemed to be a perfected security
      interest of first priority under applicable law and will be maintained as such
      throughout the term of the Agreement.  The Depositor shall arrange for
      filing any Uniform Commercial Code continuation statements in connection with
      any security interest granted or assigned to the Trustee for the benefit of
      the
      Certificateholders.

     

    Section
      10.05          Notices.

     

    (a)  The
      Trustee shall use its best efforts to promptly provide notice to each Rating
      Agency with respect to each of the following of which it has actual
      knowledge:

     

    1.  Any
      material change or amendment to this Agreement;

     

    2.  The
      occurrence of any Event of Default that has not been cured;

     

    3.  The
      resignation or termination of the Servicer or the Trustee and the appointment
      of
      any successor;

     

    4.  The
      repurchase or substitution of Mortgage Loans pursuant to Section 2.03;
      and

     

    5.  The
      final distribution to Certificateholders.

     

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

     

     

    
      
        
        

      

      
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    1.  Each
      report to Certificateholders described in Section 4.06;

     

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

     

    3.  Each
      annual independent public accountants’ servicing report described in Section
      11.07; and

     

    4.  Any
      notice of a purchase of a Mortgage Loan pursuant to Section 2.02, 2.03 or
      3.11.

     

    (b)  All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when delivered to (a) in the case of the
      Depositor, IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena, California 91101,
      Attention: Secondary Marketing Transaction Management; (b) in the case of the
      Servicer, IndyMac Bank, F.S.B., 888 East Walnut Street, Pasadena, California
      91101-7211, Attention: Secondary Marketing, Transaction Management or such
      other
      address as may be hereafter furnished to the Depositor and the Trustee by the
      Servicer in writing; (c) in the case of the Trustee to the Corporate Trust
      Office, Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa
      Ana, California 92705-4934, Attention:  Trust Administration IN07AL,
      Series 2007-AR21IP, or such other address as the Trustee may hereafter furnish
      to the Depositor or Servicer and (d) in the case of each of the Rating Agencies,
      the address specified therefor in the definition corresponding to the name
      of
      such Rating Agency.  Notices to Certificateholders shall be deemed
      given when mailed, first class postage prepaid, to their respective addresses
      appearing in the Certificate Register.

     

    Section
      10.06          Severability of
      Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      10.07          Assignment

     

    Notwithstanding
      anything to the contrary contained in this Agreement, except as provided in
      Section 6.02, this Agreement may not be assigned by the Servicer without the
      prior written consent of the Trustee and Depositor.

     

    Section
      10.08          Limitation on
      Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the trust created by this Agreement, nor entitle such
      Certificateholder’s legal representative or heirs to claim an accounting or to
      take any action or commence any proceeding in any court for a petition or
      winding up of the trust created hereby, or otherwise affect the rights,
      obligations and liabilities of the parties to this Agreement or any of
      them.

     

    No
      Certificateholder shall have any right to vote (except as provided in this
      Agreement) or in any manner otherwise control the operation and management
      of
      the Trust Fund, or the obligations of the parties to this Agreement, nor shall
      anything herein set forth or contained in the terms of the Certificates be
      construed so as to constitute the Certificateholders from time to time as
      partners or members of an association; nor shall any Certificateholder be under
      any liability to any third party because of any action taken by the parties
      to
      this Agreement pursuant to any provision of this Agreement.

     

     

    
      
        
        

      

      
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    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as provided in this Agreement, and
      unless the Holders of Certificates evidencing not less than 25% of the Voting
      Rights evidenced by the Certificates shall also have made written request to
      the
      Trustee to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the costs, expenses, and liabilities to be incurred therein
      or thereby, and the Trustee, for 60 days after its receipt of such notice,
      request and offer of indemnity shall have neglected or refused to institute
      any
      such action, suit or proceeding; it being understood and intended, and being
      expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders.  For the protection and
      enforcement of this Section 10.08, each Certificateholder and the Trustee shall
      be entitled to any relief that can be given either at law or in equity. As
      long
      as any Voting Rights are held by parties other than the Seller, its Affiliates,
      or its agents, Voting Rights of Certificates held by the Seller, its Affiliates
      or its agents as the Seller shall certify to the Trustee upon any entity
      obtaining such ownership, will be excluded from participating in such voting
      arrangements, and excluded from determining the 25% threshold.

     

    Section
      10.09          Inspection and
      Audit Rights.

     

    The
      Servicer agrees that, on reasonable prior notice, it will permit any
      representative of the Depositor or the Trustee during the Servicer’s normal
      business hours, to examine all the books of account, records, reports and other
      papers of the Servicer relating to the Mortgage Loans, to make copies and
      extracts therefrom, to cause such books to be audited by independent certified
      public accountants selected by the Depositor or the Trustee and to discuss
      its
      affairs, finances and accounts relating to the Mortgage Loans with its officers,
      employees and independent public accountants (and by this provision the Servicer
      hereby authorizes said accountants to discuss with such representative such
      affairs, finances and accounts), all at such reasonable times and as often
      as
      may be reasonably requested.  Any out-of-pocket expense incident to
      the exercise by the Depositor or the Trustee of any right under this Section
      10.09 shall be borne by the party requesting such inspection; all other such
      expenses shall be borne by the Servicer.

     

    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.

     

     

    
      
        
        

      

      
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    Section
      10.12          Protection of
      Assets.

     

    (a)  Except
      for transactions and activities entered into in connection with the
      securitization that is the subject of this Agreement, the trust created by
      this
      Agreement is not authorized and has no power to:

     

    (1)           borrow
      money or issue debt;

     

    (2)           merge
      with another entity, reorganize, liquidate or sell assets;

     

    (3)           engage
      in any business or activities.

     

    (b)  Each
      party to this Agreement agrees that it will not file an involuntary bankruptcy
      petition against the Trustee or the Trust Fund or initiate any other form of
      insolvency proceeding until after the Certificates have been paid in
      full.

     

    Section
      10.13          Qualifying
      Special Purpose Entity.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trust Fund shall not hold any
      property or engage in any activity that would disqualify the Trust Fund from
      being a qualifying special purpose entity under generally accepted accounting
      principles.

     

    ARTICLE
      ELEVEN

     

    Exchange
      Act Reporting

     

    Section
      11.01          Filing
      Obligations.

     

    The
      Servicer, the Trustee and the Seller shall reasonably cooperate with the
      Depositor in connection with the satisfaction of the Depositor’s reporting
      requirements under the Exchange Act with respect to the Trust
      Fund.  In addition to the information specified below, if so requested
      by the Depositor for the purpose of satisfying its reporting obligation under
      the Exchange Act, the Servicer, the Trustee and the Seller shall provide the
      Depositor with (a) such information which is available to such Person without
      unreasonable effort or expense and within such timeframe as may be reasonably
      requested by the Depositor to comply with the Depositor’s reporting obligations
      under the Exchange Act and (b) to the extent such Person is a party (and the
      Depositor is not a party) to any agreement or amendment required to be filed,
      copies of such agreement or amendment in EDGAR-compatible form.

     

    Section
      11.02          Form 10-D
      Filings.

     

    (a)  In
      accordance with the Exchange Act, unless no reporting obligation under the
      Exchange Act exists at such time with respect to the Trust Fund, the Trustee
      shall prepare for filing and file within 15 days after each Distribution Date
      (subject to permitted extensions under the Exchange Act) with the Commission
      with respect to the Trust Fund, a Form 10-D with copies of the Monthly Report
      and, to the extent delivered to the Trustee, no later than five calendar days
      following the Distribution Date, such other information identified by the
      Depositor or the Servicer, in writing, to be filed with the Commission (such
      other information, the “Additional Designated
      Information”).  If the Depositor or Servicer directs
      that any Additional Designated Information is to be filed with any Form 10-D,
      the Depositor or Servicer, as the case may be, shall specify the Item on Form
      10-D to which such information is responsive and, with respect to any Exhibit
      to
      be filed on Form 10-D, the Exhibit number.  Any information to be
      filed on Form 10-D shall be delivered to the Trustee in EDGAR-compatible form
      or
      as otherwise agreed upon by the Trustee and the Depositor or the Servicer,
      as
      the case may be, at the Depositor’s expense, and any

     

     

    
      
        
        

      

      
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    necessary
      conversion to EDGAR-compatible format will be at the Depositor’s
      expense.  At the reasonable request of, and in accordance with the
      reasonable directions of, the Depositor or the Servicer, subject to the two
      preceding sentences, the Trustee shall prepare for filing and file an amendment
      to any Form 10-D previously filed with the Commission with respect to the Trust
      Fund.  The Depositor shall sign the Form 10-D filed on behalf of the
      Trust Fund.

     

    The
      Trustee shall prepare each Form 10-D and, no later than five Business Days
      prior
      to the date on which such Form 10-D is required to be filed, deliver a copy
      of
      such Form 10-D to the Depositor for review.  No later than the
      Business Day following the receipt thereof, the Depositor shall notify the
      Trustee of any changes to be made to the Form 10-D.  The Trustee shall
      make any changes thereto requested by the Depositor and deliver the final Form
      10-D to the Depositor for signature no later than three Business Days prior
      to
      the date on which such Form 10-D must be filed by the Trustee in accordance
      with
      this Section 11.02.  The Depositor shall execute the final Form 10-D
      and deliver the same to the Trustee via electronic mail
      (DBSEC.Notifications@db.com) or facsimile no later than the Business Day
      following receipt of the same (which, unless not received within such time
      frame
      from the Trustee, shall be no later than two Business Days prior to the date
      on
      which the Form 10-D is required to be filed), with an original executed hard
      copy to follow by overnight courier.

     

    (b)  No
      later than each Distribution Date, any party responsible for providing
      Additional Designated Information shall notify the Depositor and the Trustee
      of
      any Form 10-D Disclosure Item, together with a description of any such Form
      10-D
      Disclosure Item in form and substance reasonably acceptable to the
      Depositor.  In addition to such information as the Servicer and the
      Trustee are obligated to provide pursuant to other provisions of this Agreement,
      if so requested by the Depositor, each of the Servicer and the Trustee shall
      provide such information which is available to the Servicer and the Trustee,
      as
      applicable, without unreasonable effort or expense regarding the performance
      or
      servicing of the Mortgage Loans (in the case of the Trustee, based on the
      information provided by the Servicer) as is reasonably required to facilitate
      preparation of distribution reports in accordance with Item 1121 of Regulation
      AB.  Such information shall be provided concurrently with the reports
      specified in Section 4.06(b) in the case of the Servicer and the Monthly
      Statement in the case of the Trustee, commencing with the first such report
      due
      not less than five Business Days following such request.

     

    (c)  The
      Trustee shall not have any responsibility to file any items (other than those
      generated by it) that have not been received in a format suitable (or readily
      convertible into a format suitable) for electronic filing via the EDGAR system
      and shall not have any responsibility to convert any such items to such format
      (other than those items generated by it or that are readily convertible to
      such
      format).  The Trustee shall have no liability to the
      Certificateholders, the Trust Fund, the Servicer or the Depositor with respect
      to any failure to properly prepare or file any of Form 10-D to the extent that
      such failure is not the result of any negligence, bad faith or willful
      misconduct on its part.  The Trustee will not have any duty to verify
      the accuracy or sufficiency of any information to be included in any Form 10-D
      not provided by it.  The Trustee shall have no liability with respect
      to any failure to properly prepare and 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.

     

    Section
      11.03          Form 8-K
      Filings.

     

    The
      Servicer shall prepare and file on behalf of the Trust Fund any Form 8-K
      required by the Exchange Act.  Each Form 8-K must be signed by the
      Servicer.  Any reporting party identified on Exhibit T shall promptly
      notify the Depositor and the Servicer (if the notifying party is not the
      Servicer), but in no event later than one (1) Business Day after its occurrence,
      of any Reportable Event of which it has actual knowledge.  Each Person
      shall be deemed to have actual knowledge of any such event to the extent that
      it
      relates to such Person or any action or failure to act by such
      Person.

     

     

    
      
        
        

      

      
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    Section
      11.04           Form 10-K
      Filings.

     

    Prior
      to
      (x) March 31, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, March 31st of each year thereafter (or, in either case, such
      earlier date as may be required by the Exchange Act), the Trustee shall, subject
      to the provisions of this Section 11.04, file a Form 10-K, with respect to
      the
      Trust Fund.  The Trustee shall prepare and file on behalf of the Trust
      Fund a Form 10-K, in form and substance as required by the Exchange
      Act.  The Trustee shall prepare each Form 10-K and, no later than 5
      Business Days prior to the date on which such Form 10-K is required to be filed,
      deliver a copy of such Form 10-K to the Depositor for review.  No
      later than the Business Day following the receipt thereof, the Depositor shall
      notify the Trustee of any changes to be made to the Form 10-K. The Trustee
      shall
      make any changes thereto requested by the Depositor and deliver the final Form
      10-K to the Depositor for signature no later than three Business Days prior
      to
      the date on which such Form 10-K must be filed by the Trustee in accordance
      with
      this Section 11.04.  The Depositor shall execute the final Form 10-K
      and deliver the same to the Trustee via electronic mail
      (DBSEC.Notifications@db.com) or facsimile no later than Business Day following
      receipt of the same (which, unless not received within such time frame from
      the
      Trustee, shall be no later than two Business Days prior to the date on which
      the
      From 10-K is required to be filed), with an original executed hard copy to
      follow by overnight mail. Such Form 10-K shall include the Assessment of
      Compliance, Attestation Report, Annual Compliance Statements and other
      documentation provided by the Servicer pursuant to Sections 3.17 and 11.07,
      a
      certification in the form attached hereto as Exhibit O-1 (the “Depositor
      Certification”), which shall be signed by the senior officer of the Depositor in
      charge of securitization, and an accountant’s report described under Section
      11.07.  Each Form 10-K shall also include any Sarbanes-Oxley
      Certification required to be included therewith, as described in Section
      11.05.

     

    If
      the
      Item 1119 Parties listed on Exhibit T have changed since the Closing Date,
      no
      later than March 1 of each year, the Depositor shall provide each of the
      Servicer and the Trustee via electronic mail (DBSEC.Notifications@db.com) with
      an updated Exhibit T setting forth the Item 1119 Parties.

     

    As
      to
      each item of information required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, the Trustee's or Depositor’s obligation to include the information in
      the applicable report is subject to receipt from the entity that is indicated
      in
      Exhibit Q as the responsible party for providing that information, if other
      than
      the Trustee or the Depositor, as applicable, as and when required as described
      above.  Each of the Trustee, the Servicer and the Depositor, as
      applicable, hereby agree to notify and provide to the Trustee and the Depositor
      all information that is required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, with respect to which that entity is indicated in Exhibit Q as the
      responsible party for providing that information. In the case of information
      to
      be included in the From 10-D, such information shall be delivered to the Trustee
      (with a copy to the Depositor) no later than 5 calendar days following each
      Distribution Date. In the case of  information to be included in the
      Form 8-K, such information shall be delivered to the Depositor no later than
      no
      later 2 Business Days following the occurrence of a reportable
      event.  In the case of information to be included in the From 10-K,
      such information, other than the documentation provided pursuant to Sections
      3.17 and 11.07, shall be delivered to the Trustee no later than (x) March 1,
      2008 (with a 15-day cure period) and (y) unless and until a Form 15 Suspension
      Notice shall have been filed, March 1st of each year thereafter.  The
      Servicer shall be responsible for determining the pool concentration applicable
      to any subservicer or originator at any time, for purposes of disclosure as
      required by Items 1117 and 1119 of Regulation AB.  The Trustee shall
      provide electronic or paper copies of all Form 10-D, 8-K and 10-K filings free
      of charge to any Certificateholder upon request.

     

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

     

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

    
 

    immediately
      preceding Business Day) and the Depositor shall deliver the Depositor
      Certification to the Trustee for filing no later than March 20th of each year
      (or if such day is not a Business Day, the immediately preceding Business
      Day).

     

    The
      Trustee shall indemnify and hold harmless the Depositor and its officers,
      directors and Affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses arising out of or based upon (i) a breach of the
      Trustee’s obligations under this Section 11.04 and Section 11.07 or (ii) any
      material misstatement or omission contained in any information provided by
      the
      Trustee including, without limitation, in the certification provided by the
      Trustee in the form of Exhibit O-2 or the assessment of compliance provided
      pursuant to Section 11.07.  If the indemnification provided for herein
      is unavailable or insufficient to hold harmless the Depositor, then the Trustee,
      in connection with (i) a breach of the Trustee’s obligations under this Section
      11.04 or Section 11.07 or (ii) any material misstatement or omission contained
      in any information provided by the Trustee including, without limitation, in
      the
      certification provided by the Trustee in the form of Exhibit O-2, or in the
      assessment of compliance or attestation report provided pursuant to Section
      11.07, agrees that it shall contribute to the amount paid or payable by the
      Depositor as a result of the losses, claims, damages or liabilities of the
      Depositor in such proportion as is appropriate to reflect the relative fault
      of
      the Depositor on the one hand and the Trustee on the other.  This
      indemnification shall survive the termination of this Agreement or the
      termination of any party to this Agreement.

     

    The
      Servicer shall indemnify and hold harmless the Depositor, the Trustee and their
      respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon (i) a breach of the Servicer’s obligations under Sections
      3.17, 11.07 or 11.04 or (ii) any material misstatement or omission contained
      in
      any information provided by the Servicer including, without limitation, in
      the
      information  provided pursuant to Sections 3.17 and 11.07. This
      indemnification shall survive the termination of this Agreement or the
      termination of any party to this Agreement.

     

    The
      Depositor shall indemnify and hold harmless the Servicer, the Trustee and their
      respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon (i) a breach of the Depositor’s obligations under this
      Section 11.04 or (ii) any material misstatement or omission contained in any
      information provided by the Depositor.

     

    The
      Trustee will have no duty or liability to verify the accuracy or sufficiency
      of
      any information not prepared by it included in any Form 10-D, Form 10-K or
      Form
      8-K.  The Trustee shall have no liability with respect to any failure
      to properly prepare or file any Form 10-D or Form 10-K resulting from or
      relating to the Trustee's inability or failure to receive any information in
      a
      timely manner from the party responsible for delivery of such
      information.  The Trustee shall have no liability with respect to any
      failure to properly file any Form 10-D or 10-K resulting from or relating to
      the
      Depositor's failure to timely comply with the provisions of this
      section.  Nothing herein shall be construed to require the Trustee or
      any officer, director or Affiliate thereof to sign any Form 10-D, Form 10-K
      or
      Form 8-K. Copies of all reports filed by the Trustee under the Exchange Act
      shall be sent to the Depositor electronically or at the address set forth in
      Section 10.05.  Fees and expenses incurred by the Trustee in
      connection with this Section 11.04 shall not be reimbursable from the Trust
      Fund.

     

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

     

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

    
 

    To
      the
      extent that, following the Closing Date, the Depositor certifies that reports
      and certifications differing from those required under this Section 11.04 are
      necessary to comply with the reporting requirements under the Exchange Act,
      the
      parties hereto hereby agree that each will reasonably cooperate to amend the
      provisions of this Section 11.04 in order to comply with such amended reporting
      requirements and such amendment of this Section 11.04.  Any such
      amendment may result in the reduction of the reports executed by and filed
      on
      behalf of the Depositor under the Exchange Act.  Notwithstanding the
      foregoing, the Trustee shall not be obligated to enter into any amendment
      pursuant to this Section that adversely affects its obligations and immunities
      under this Agreement.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 11.07
      and
      this Section 11.04 of this Agreement is to facilitate compliance by the
      Depositor with the provisions of Regulation AB.  Therefore, each of
      the parties agree that (a) the obligations of the parties hereunder shall be
      interpreted in such a manner as to accomplish that purpose, (b) the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, interpretive advice or guidance in respect
      of the requirements of Regulation AB, (c) the parties shall comply with
      reasonable requests made by the Depositor for delivery of additional or
      different information as the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB, and (d) no amendment of this
      Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
      provisions of Regulation AB.

     

    Section
      11.05          Sarbanes-Oxley
      Certification.

     

    Each
      Form
      10-K shall include a certification (the “Sarbanes-Oxley
      Certification”) required by Rules 13a-14(d) and 15d-14(d) under
      the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      and
      the rules and regulations of the Commission promulgated thereunder (including
      any interpretations thereof by the Commission’s staff)).  No later
      than March 15 of each year, beginning in 2008, the Servicer and the Trustee
      shall (unless such person is the Certifying Person), and the Servicer shall
      cause each Reporting Subcontractor and the Trustee shall cause each Reporting
      Subcontractor to, provide to the Person who signs the Sarbanes-Oxley
      Certification (the “Certifying Person”) a
      certification (each, a “Performance Certification”),
      in the form attached hereto as Exhibit R on which the Certifying Person, the
      entity for which the Certifying Person acts as an officer, and such entity’s
      officers, directors and Affiliates (collectively with the Certifying Person,
      “Certification Parties”) can reasonably
      rely.  The senior officer in charge of the servicing function of the
      Servicer shall serve as the Certifying Person on behalf of the Trust
      Fund.  Neither the Servicer nor the Depositor will request delivery of
      a certification under this clause unless the Trustee is required under the
      Exchange Act to file an annual report on Form 10-K with respect to the Trust
      Fund.  In the event that prior to the filing date of the Form 10-K in
      March of each year, the Servicer or the Depositor has actual knowledge of
      information material to the Sarbanes-Oxley Certification, the Servicer or the
      Depositor, as the case may be, shall promptly notify the Servicer and the
      Trustee.  The respective parties hereto agree to cooperate with all
      reasonable requests made by any Certifying Person or Certification Party in
      connection with such Person’s attempt to conduct any due diligence that such
      Person reasonably believes to be appropriate in order to allow it to deliver
      any
      Sarbanes-Oxley Certification or portion thereof with respect to the Trust
      Fund.

     

    Section
      11.06          Form 15
      Filing.

     

    Prior
      to
      January 30 of the first year in which the Depositor is able to do so under
      applicable law, the Trustee on behalf of the Depositor shall file a Form 15
      relating to the automatic suspension of reporting in respect of the Trust Fund
      under the Exchange Act.

     

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

    
 

    Section
      11.07            Report
      on Assessment of Compliance and Attestation.

     

    (a)  On
      or before March 15 of each calendar year, commencing in 2008, unless no
      reporting obligation under the Exchange Act exists at such time with respect
      to
      the Trust Fund:

     

    (i)        The
      Servicer shall deliver to the Trustee (with a copy to the Depositor) a report
      (in form and substance reasonably satisfactory to the Trustee) regarding the
      Servicer’s or the Trustee’s, as applicable, assessment of compliance with the
      Servicing Criteria during the immediately preceding calendar year, as required
      under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation
      AB.  Such report shall be signed by an authorized officer of such
      Person and shall address each of the Servicing Criteria applicable to each
      party
      specified on a certification delivered to the Trustee substantially in the
      form
      of Exhibit S.  To the extent any of the Servicing Criteria are not
      applicable to such Person, with respect to asset-backed securities transactions
      taken as a whole involving such Person and that are backed by the same asset
      type backing the Certificates, such report shall include such a statement to
      that effect.  The Trustee and the Servicer, and each of their
      respective officers and directors shall be entitled to rely upon each such
      servicing criteria assessment.

     

    (ii)                   The
      Servicer shall deliver to the Trustee, and the Trustee shall provide on its
      own
      behalf, a report of a registered public accounting firm reasonably acceptable
      to
      the Trustee that attests to, and reports on, the assessment of compliance made
      by Servicer or the Trustee, as applicable, and delivered pursuant to the
      preceding paragraphs.  Such attestation shall be in accordance with
      Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and
      the
      Exchange Act, including, without limitation that in the event that an overall
      opinion cannot be expressed, such registered public accounting firm shall state
      in such report why it was unable to express such an opinion.  Such
      report must be available for general use and not contain restricted use
      language.  To the extent any of the Servicing Criteria are not
      applicable to such Person, with respect to asset-backed securities transactions
      taken as a whole involving such Person and that are backed by the same asset
      type backing the Certificates, such report shall include such a statement to
      that effect.

     

    (iii)                   The
      Servicer shall cause each of its Reporting Subcontractor to deliver to the
      Trustee (with a copy to the Depositor) an assessment of compliance and
      accountant’s attestation as and when provided in paragraphs (a) and (b) of this
      Section 11.07.

     

    (iv)                   The
      Trustee shall cause each of its Reporting Subcontractor to deliver to the
      Trustee and the Servicer (with a copy to the Depositor) an assessment of
      compliance and accountant’s attestation as and when provided in paragraphs (a)
      and (b) of this Section.

     

    (v)                   The
      Servicer shall execute (and the Servicer shall cause each Reporting
      Subcontractor to execute) a reliance certificate to enable the Certification
      Parties to rely upon each (A) annual compliance statement provided pursuant
      to
      Section 3.17, (B) annual report on assessments of compliance with servicing
      criteria provided pursuant to this Section 11.07 and (C) accountant’s report
      provided pursuant to this Section 11.07 and shall include a certification that
      each such annual compliance statement or report discloses any deficiencies
      or
      defaults described to the registered public accountants of such Person to enable
      such accountants to render the certificates provided for in this Section
      11.07.

     

    (vi)                   The
      Trustee shall execute (and the Trustee shall cause each Reporting Subcontractor
      to execute) a reliance certificate to enable the Certification Parties to rely
      upon each (A) annual report on assessments of compliance with servicing criteria
      provided pursuant

     

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

    
 

    to
      this
      Section 11.07 and (C) accountant’s report provided pursuant to this Section
      11.07 and shall include a certification that each such report discloses any
      deficiencies or defaults described to the registered public accountants of
      such
      Person to enable such accountants to render the certificates provided for in
      this Section 11.07.

     

    (b)  In
      the event the Servicer, the Trustee or Reporting Subcontractor is terminated
      or
      resigns during the term of this Agreement, such Person shall provide documents
      and information required by this Section 11.07 with respect to the period of
      time it was subject to this Agreement or provided services with respect to
      the
      Trust Fund, the Certificates or the Mortgage Loans.

     

    (c)  An
      assessment of compliance provided by a Subcontractor pursuant to Section
      11.07(a)(iii) or (iv) need not address any elements of the Servicing Criteria
      other than those specified by the Servicer or the Trustee, as applicable,
      pursuant to Section 11.07(a)(i).

     

    Section
      11.08          Use of
      Subcontractors.

     

    (a)  [Reserved].

     

    (b)  It
      shall not be necessary for the Servicer or the Trustee to seek the consent
      of
      the Depositor or any other party hereto to the utilization of any
      Subcontractor.  The Servicer or the Trustee, as applicable, shall
      promptly upon request provide to the Trustee and the Depositor (or any designee
      of the Depositor, such as the Servicer or administrator) a written description
      (in form and substance satisfactory to the Depositor) of the role and function
      of each Subcontractor utilized by such Person, specifying (i) the identity
      of
      each such Subcontractor, (ii) which (if any) of such Subcontractors are
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, and (iii) which elements of the Servicing Criteria will be
      addressed in assessments of compliance provided by each Subcontractor identified
      pursuant to clause (ii) of this paragraph.

     

    As
      a
      condition to the utilization of any Subcontractor determined to be a Reporting
      Subcontractor, the Servicer or the Trustee, as applicable, shall cause any
      such
      Subcontractor used by such Person for the benefit of the Depositor to comply
      with the provisions of Sections 11.07 and 11.09 of this Agreement to the same
      extent as if such Subcontractor were the Servicer  (except with
      respect to the Servicer’s duties with respect to preparing and filing any
      Exchange Act Reports or as the Certifying Person) or the Trustee, as
      applicable.  The Servicer or the Trustee, as applicable, shall be
      responsible for obtaining from each Subcontractor and delivering to the Trustee
      and the Servicer, any assessment of compliance and attestation required to
      be
      delivered by such Subcontractor under Section 11.05 and Section 11.07, in each
      case as and when required to be delivered.

     

    Section
      11.09          Amendments.

     

    In
      the
      event the parties to this Agreement desire to further clarify or amend any
      provision of this Article 11, this Agreement shall be amended to reflect the
      new
      agreement between the parties covering matters in this Article 11 pursuant
      to
      Section 10.01, which amendment shall not require any Opinion of Counsel or
      Rating Agency confirmations or the consent of any
      Certificateholder.

     

    If,
      during the period that the Depositor is required to file Exchange Act Reports
      with respect to the Trust Fund, the Servicer is no longer an Affiliate of the
      Depositor, the Depositor shall assume the obligations and responsibilities
      of
      the Servicer in this Article 11 with respect to the preparation and filing
      of
      the Exchange Act Reports and/or acting as the Certifying Person, if the
      Depositor has received indemnity from such successor Servicer satisfactory
      to
      the Depositor, and such Servicer has agreed to provide a Sarbanes-Oxley
      Certification to the Depositor substantially in the form of Exhibit
      U.

     

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

    
 

    *  *  *  *  *  *

     

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, the Depositor, the Trustee, and the Seller and Servicer have
      caused their names to be signed hereto by their respective officers thereunto
      duly authorized as of the day and year first above written.

     

    
      	 	
              IndyMac
                MBS, Inc.

              as
                Depositor

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Andy
              Sciandra	 
	 	 	Name:
              Andy
              Sciandra 	 
	 	 	Title:
              Senior Vice
              President 	 
	 	 	 	 


    

    
       

      
        	 	
                Deutsche
                  Bank National Trust Company,

                as
                  Trustee

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Jennifer
                Hermansader	 
	 	 	Name:
                Jennifer
                Hermansader	 
	 	 	Title:
                Associate	 
	 	 	 	 


      

      
         

        
          	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ Marion
                  Hogan	 
	 	 	Name:
                  Marion
                  Hogan	 
	 	 	Title:
                  Associate	 
	 	 	 	 


        

        
           

          
            	 	
                    IndyMac
                      Bank, F.S.B.

                    as
                      Seller and Servicer

                  	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/ Andy
                    Sciandra	 
	 	 	Name:
                    Andy
                    Sciandra 	 
	 	 	Title:
                    Senior Vice
                    President 	 
	 	 	 	 


          

           

           

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              :  ss.:

            
	
              COUNTY
                OF Los Angeles

            	
              )

            
	 	 


    

    On
      this
      [__]th day of October, 2007, before me, personally appeared [Jill Jacobson],
      known to me to be a Vice President of IndyMac MBS, Inc., one of the entities
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

     

    
      	 	 	/s/
              Evan Fitzsimon	 
	 	 	Notary
              Public	 


    

     

    [NOTARIAL
      SEAL]

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    


    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              :  ss.:

            
	
              COUNTY
                OF Orange

            	
              )

            
	 	 


    

    On
      this
      [__]th day of October, 2007, before me, personally appeared [Marion Hogan]
      and
      [Jennifer Hermansader], known to me to be an Associate and an Associate,
      respectively, of Deutsche Bank National Trust Company, one of the entities
      that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      
        
           

          
            	 	 	/s/
                    Tiffany Yuan	 
	 	 	Notary
                    Public	 


          

           
[NOTARIAL
          SEAL]

         

      

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

    

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              :  ss.:

            
	
              COUNTY
                OF Los Angeles

            	
              )

            
	 	 


    

    On
      this
      [__]th day of October, 2007, before me, personally appeared [Jill Jacobson],
      known to me to be a Vice President of IndyMac Bank, F.S.B., one of the entities
      that executed the within instrument, and also known to me to be the person
      who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
       

      
        	 	 	/s/
                Evan Fitzsimon	 
	 	 	Notary
                Public	 


      

       
[NOTARIAL
      SEAL]

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    Schedule
      I

     

    Mortgage
      Loan Schedule [Delivered at Closing to Trustee]

     

     

    
      
        
        

      

      
        S-I-1

        
          

        

      

      
        
        

      

    

    
 

    Schedule
      II

     

    IndyMac
      MBS, Inc. Mortgage Pass-Through Certificates, Series 2007-AR21IP

     

    Representations
      and Warranties of the Seller/Servicer

     

    Indy
      Mac
      Bank, F.S.B. (“IndyMac”) hereby makes the
      representations and warranties set forth in this Schedule II to the Depositor
      and the Trustee, as of the Closing Date.  Capitalized terms used but
      not otherwise defined in this Schedule II shall have the meanings assigned
      thereto in the Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”) relating to the above-referenced Series,
      among IndyMac, as seller and servicer, IndyMac MBS, Inc., as depositor, and
      Deutsche Bank National Trust Company, as trustee.

     

    (1)
      IndyMac is duly organized as a federally insured savings bank and is validly
      existing and in good standing under the laws of the United States of America
      and
      is duly authorized and qualified to transact any business contemplated by the
      Pooling and Servicing Agreement to be conducted by IndyMac in any state in
      which
      a Mortgaged Property is located or is otherwise not required under applicable
      law to effect such qualification and, in any event, is in compliance with the
      doing business laws of any such state, to the extent necessary to ensure its
      ability to enforce each Mortgage Loan, to service the Mortgage Loans in
      accordance with the Pooling and Servicing Agreement and to perform any of its
      other obligations under the Pooling and Servicing Agreement in accordance with
      the terms thereof.

     

    (2)
      IndyMac has the full corporate power and authority to sell and service each
      Mortgage Loan, and to execute, deliver and perform, and to enter into and
      consummate the transactions contemplated by the Pooling and Servicing Agreement
      and has duly authorized by all necessary corporate action on the part of IndyMac
      the execution, delivery and performance of the Pooling and Servicing Agreement;
      and the Pooling and Servicing Agreement, assuming the due authorization,
      execution and delivery thereof by the other parties thereto, constitutes a
      legal, valid and binding obligation of IndyMac, enforceable against IndyMac
      in
      accordance with its terms, except that (a) the enforceability thereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other similar
      laws relating to creditors’ rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought.

     

    (3)
      The
      execution and delivery of the Pooling and Servicing Agreement by IndyMac, the
      sale and servicing of the Mortgage Loans by IndyMac under the Pooling and
      Servicing Agreement, the consummation of any other of the transactions
      contemplated by the Pooling and Servicing Agreement, and the fulfillment of
      or
      compliance with the terms thereof are in the ordinary course of business of
      IndyMac and will not (A) result in a material breach of any term or provision
      of
      the charter or by-laws of IndyMac or (B) materially conflict with, result in
      a
      material breach, violation or acceleration of, or result in a material default
      under, any other material agreement or instrument to which IndyMac is a party
      or
      by which it may be bound, or (C) constitute a material violation of any statute,
      order or regulation applicable to IndyMac of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over IndyMac
      (including the OTS, the Federal Deposit Insurance Corporation or any other
      governmental entity having regulatory authority over IndyMac); and IndyMac
      is
      not in breach or violation of any material indenture or other material agreement
      or instrument, or in violation of any statute, order or regulation of any court,
      regulatory body, administrative agency or

     

     

    
      
        
        

      

      
        S-II-1

        
          

        

      

      
        
        

      

    

    
 

    governmental
      body having jurisdiction over it (including the OTS, the Federal Deposit
      Insurance Corporation or any other governmental entity having regulatory
      authority over IndyMac) which breach or violation may materially impair
      IndyMac’s ability to perform or meet any of its obligations under the Pooling
      and Servicing Agreement.

     

    (4)
      IndyMac is an approved servicer of conventional mortgage loans for FNMA or
      FHLMC
      or is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to Sections 203 and 211 of the National Housing Act.

     

    (5)
      No
      litigation is pending or, to the best of IndyMac’s knowledge, threatened against
      IndyMac that would prohibit the execution or delivery of, or performance under,
      the Pooling and Servicing Agreement by IndyMac.

     

    (6)           IndyMac
      is a member of MERS in good standing, and will comply in all material respects
      with the rules and procedures of MERS in connection with the servicing of the
      MERS Mortgage Loans for as long as such Mortgage Loans are registered with
      MERS.

     

     

    
      
        
        

      

      
        S-II-2

        
          

        

      

      
        
        

      

    

    
 

    Schedule
      III

     

    IndyMac
      MBS, Inc.

    Mortgage
      Pass-Through Certificates,

    Series
      2007-AR21IP

     

    Representations
      and Warranties as to the Mortgage Loans

     

    IndyMac
      Bank, F.S.B. (“IndyMac”) hereby makes the
      representations and warranties set forth in this Schedule III to the Depositor
      and the Trustee, as of the Closing Date or if so specified in this Schedule
      III,
      as of the Cut-off Date with respect to each Mortgage
      Loan.  Capitalized terms used but not otherwise defined in this
      Schedule III shall have the meanings assigned to them in the Pooling and
      Servicing Agreement (the “Pooling and Servicing
      Agreement”) relating to the above-referenced Series, among
      IndyMac, as seller and servicer, IndyMac MBS, Inc., as depositor, and Deutsche
      Bank National Trust Company, as trustee.

     

    (1)
      The
      information set forth on Schedule I to the Pooling and Servicing Agreement
      with
      respect to each Mortgage Loan is true and correct in all material respects
      as of
      the Closing Date.

     

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

     

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

     

    (4)
      Immediately before the assignment of the Mortgage Loans to the Depositor, the
      Seller had good title to, and was the sole owner of, each Mortgage Loan free
      and
      clear of any pledge, lien, encumbrance or security interest and had full right
      and authority, subject to no interest or participation of, or agreement with,
      any other party, to sell and assign the same pursuant to the Pooling and
      Servicing Agreement.

     

    (5)
      As of
      the Closing Date, there was no delinquent tax or assessment lien against the
      related Mortgaged Property.

     

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

     

     

    
      
        
        

      

      
        S-IV-1

        
          

        

      

      
        
        

      

    

    
 

    (7)
      There
      are no mechanics’ liens or claims for work, labor or material affecting any
      Mortgaged Property which are or may be a lien prior to or equal with, the lien
      of such Mortgage, except those which are insured against by the title insurance
      policy referred to in item (11) below.

     

    (8)  No
      Mortgaged Property has been materially damaged by water, fire, earthquake,
      windstorm, flood, tornado or similar casualty (excluding casualty from the
      presence of hazardous wastes or hazardous substances, as to which the Seller
      makes no representation) so as to affect adversely the value of the related
      Mortgaged Property as security for the Mortgage Loan.

     

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

     

    (10)
      The
      Seller has not modified the Mortgage in any material respect (except that a
      Mortgage Loan may have been modified by a written instrument which has been
      recorded or submitted for recordation, if necessary, to protect the interests
      of
      the Certificateholders and which has been delivered to the Trustee); satisfied,
      cancelled or subordinated such Mortgage in whole or in part; released the
      related Mortgaged Property in whole or in part from the lien of such Mortgage;
      or executed any instrument of release, cancellation, modification or
      satisfaction with respect thereto.

     

    (11)
      A
      lender’s policy of title insurance together with a condominium endorsement and
      extended coverage endorsement, if applicable, in an amount at least equal to
      the
      Cut-off Date Principal Balance of each such Mortgage Loan or a commitment
      (binder) to issue the same was effective on the date of the origination of
      each
      Mortgage Loan and each such policy is valid and remains in full force and
      effect.

     

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

     

    (13)
      All
      of the improvements which were included for the purpose of determining the
      Appraised Value of the Mortgaged Property lie wholly within the boundaries
      and
      building restriction lines of such property, and no improvements on adjoining
      properties encroach upon the Mortgaged Property, unless such failure to be
      wholly within such boundaries and restriction lines or such encroachment, as
      the
      case may be, does not have a material effect on the value of the Mortgaged
      Property.

     

    (14)
      As
      of the date of origination of each Mortgage Loan, no improvement located on
      or
      being part of the Mortgaged Property is in violation of any applicable zoning
      law or regulation unless such violation would not have a material adverse effect
      on the value of the related Mortgaged Property.  All inspections,
      licenses and certificates required to be made or issued with respect to all
      occupied portions of the Mortgaged Property and, with respect to the use and
      occupancy of the same, including certificates of occupancy and fire underwriting
      certificates, have been made or obtained from the appropriate authorities,
      unless the lack thereof would not have a material adverse effect on the value
      of
      the Mortgaged Property.

     

    (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.

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
 

    (16)
      The
      proceeds of the Mortgage Loan have been fully disbursed and there is no
      requirement for future advances thereunder.

     

    (17)
      The
      related Mortgage contains customary and enforceable provisions which render
      the
      rights and remedies of the holder thereof adequate for the realization against
      the Mortgaged Property of the benefits of the security, including, (i) in the
      case of a Mortgage designated as a deed of trust, by trustee’s sale, and (ii)
      otherwise by judicial foreclosure.

     

    (18)
      With
      respect to each Mortgage constituting a deed of trust, a trustee, duly qualified
      under applicable law to serve as such, has been properly designated and
      currently so serves and is named in such Mortgage, and no fees or expenses
      are
      or will become payable by the Certificateholders to the trustee under the deed
      of trust, except in connection with a trustee’s sale after default by the
      Mortgagor.

     

    (19)
      At
      the Closing Date, the improvements upon each Mortgaged Property are covered
      by a
      valid and existing hazard insurance policy with a generally acceptable carrier
      that provides for fire and extended coverage and coverage for such other hazards
      as are customarily required by institutional single family mortgage lenders
      in
      the area where the Mortgaged Property is located, and the Seller has received
      no
      notice that any premiums due and payable thereon have not been paid; the
      Mortgage obligates the Mortgagor thereunder to maintain all such insurance
      including flood insurance at the Mortgagor’s cost and
      expense.  Anything to the contrary in this item (19) notwithstanding,
      no breach of this item (19) shall be deemed to give rise to any obligation
      of
      the Seller to repurchase or substitute for such affected Mortgage Loan or Loans
      so long as the Servicer maintains a blanket policy pursuant to the second
      paragraph of Section 3.10(a) of the Pooling and Servicing
      Agreement.

     

    (20)
      If
      at the time of origination of each Mortgage Loan, the related Mortgaged Property
      was in an area then identified in the Federal Register by the Federal Emergency
      Management Agency as having special flood hazards, a flood insurance policy
      in a
      form meeting the then-current requirements of the Flood Insurance Administration
      is in effect with respect to the Mortgaged Property with a generally acceptable
      carrier.

     

    (21)
      There is no proceeding pending or threatened for the total or partial
      condemnation of any Mortgaged Property, nor is such a proceeding currently
      occurring.

     

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

     

    (23)
      Each
      Mortgage File contains an appraisal of the related Mortgaged Property prepared
      in accordance with the Uniform Standards of Professional Appraisal Practice
      (USPAP).

     

    (24)
      Any
      leasehold estate securing a Mortgage Loan has a stated term of not less than
      five years in excess of the term of the related Mortgage Loan.

     

    (25)
      Each
      Mortgage Loan was selected from among the outstanding adjustable rate one-
      to
      four-family mortgage loans in the Seller’s portfolio at the Closing Date as to
      which the representations and warranties made with respect to the Mortgage
      Loans
      set forth in this Schedule III can be made.  No such selection was
      made in a manner intended to adversely affect the interests of the
      Certificateholders.

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    
 

    (26)
      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.

     

    (27)  Approximately
      0.08% of the Group 3 Mortgage Loans, by aggregate Stated Principal Balance
      of
      the Mortgage Loans in the Loan Group as of the Cut-off Date, are Cooperative
      Loans.

     

    (28)
      No
      proceeds from any Mortgage Loan underlying the Certificates were used to finance
      single-premium credit insurance policies.

     

    (29)
      None
      of the Mortgage Notes related to the Mortgage Loans impose a Prepayment Charge
      on the related Mortgage Loan for a term in excess of five years from the
      origination of the Mortgage Loan.

     

    (30)
      Each
      Mortgage Loan was in compliance with the anti-predatory lending eligibility
      for
      purchase requirements of Fannie Mae’s Selling Guide.

     

    (31)
      Each
      Mortgage Loan has been underwritten and serviced substantially in accordance
      with the Seller’s guidelines, subject to such variances as are reflected on the
      Mortgage Loan Schedule or that the Seller has approved.

     

    (32)
      No
      Mortgage Loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then-current version of Standard & Poor's LEVELS®
Glossary, which is now Version 5.7 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.

     

    (33)
      The
      Pooling and Servicing Agreement creates a valid and continuing “security
      interest” (as defined in Section 1-201(37) of the UCC) in each Mortgage Note in
      favor of the Trustee, which security interest is prior to all other liens and
      is
      enforceable as such against creditors of and purchasers from the Depositor.
      Each
      Mortgage Note constitutes “promissory notes” (as defined in Section 9-102(a)(65)
      of the UCC). Immediately before the assignment of each Mortgage Note to the
      Trustee, the Depositor had good and marketable title to such Mortgage Note
      free
      and clear of any lien, claim, encumbrance of any Person. All original executed
      copies of each Mortgage Note have been or shall be delivered to the Trustee
      within five Business Days following the Closing Date. Other than the security
      interest granted to the Trustee, the Depositor has not pledged, assigned, sold,
      granted a security interest in, or otherwise conveyed any Mortgage Note. The
      Depositor has not authorized the filing of and is not aware of any financing
      statements against the Depositor that include a description of any of the
      Mortgage Notes. The Depositor is not aware of any judgment or tax liens filed
      against the Depositor.  None of the Mortgage Notes has any marks or
      notations indicating that they have been pledged, assigned or otherwise conveyed
      to any Person other than the Trustee.

     

    (34)
      To
      the best of the Seller’s knowledge, there was no fraud involved in the
      origination of any Mortgage Loan by the mortgagee or by the Mortgagor, any
      appraiser or any other party involved in the origination of the Mortgage
      Loan.

     

    (35)  Each
      Mortgage Loan constitutes a “qualified mortgage” within the meaning of Section
      860G(a)(3) of the Code.

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    
 

    (36)  Each
      Mortgage Loan at the time it was made complied in all material respects with
      applicable local, state, and federal laws, including, but not limited to, all
      applicable predatory and abusive lending laws.

     

    (37)  No
      Mortgage Loan is subject to the requirements of the Home Ownership and Equity
      Protection Act of 1994.

     

    (38)  No
      Mortgage Loan is a “High-Cost Home Loan” as defined in any of the following
      statutes: the Georgia Fair Lending Act, as amended (the “Georgia Act”), the New
      York Banking Law 6-1, the Arkansas Home Loan Protection Act effective July
      16,
      2003 (Act 1340 of 2003), the Kentucky high-cost home loan statute effective
      June
      24, 2003 (Ky. Rev. Stat. Section 360.100), the New Jersey Home Ownership Act
      effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.), or the New Mexico
      Home
      Loan Protection Act effective January 1, 2004 (N.M. Stat. Ann §§ 58-21A-1 et
      seq.).  No Mortgage Loan 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.).  None of the Mortgage
      Loans that are secured by property located in the State of Illinois are in
      violation of the provisions of the Illinois Interest Act (815 Ill. Comp. Stat.
      205/1 et seq.).

     

    (39)  None
      of the Mortgage Loans is a “high cost” loan, “covered” loan (excluding home
      loans defined as “covered home loans” in the New Jersey Home Ownership Security
      Act of 2002 that were originated between November 26, 2003 and July 7, 2004),
      “high risk home” or “predatory” loan or any other similarly designated loan as
      defined under any state, local or federal law, as defined by applicable
      predatory and abusive lending laws.

     

     

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      IV

     

    [Reserved].

     

     

    
      
        
        

      

      
        S-IV-1

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      V

     

    FORM
      OF
      MONTHLY REPORT

     

    [On
      File
      with the Trustee]

     

     

    
      
        
        

      

      
        S-V-1

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      A

     

    [FORM
      OF
      SENIOR CERTIFICATE]

     

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

     

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

     

    [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 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 A BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ERISA OR TO SECTION 4975
      OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
      DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    


    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off  Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance of this Certificate (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balances of all Certificates of this Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 
	
              Interest
                Rate

            	
              :

            	
              %

            
	 	 	 
	
              Maturity
                Date

            	
              :

            	 


    

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

    Class
      [__]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
      liens on one- to four-family residential properties.

     

    IndyMac
      MBS, Inc., as Depositor

     

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

     

    This
      certifies that
                                
      is the registered owner of the Percentage Interest evidenced by this Certificate
      (obtained by dividing the denomination of this Certificate by the aggregate
      Initial Certificate Balances of all Certificates of the Class to which this
      Certificate belongs) in certain monthly distributions with respect to a Trust
      Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc.
      (the “Depositor”).  The Trust Fund was created pursuant to a Pooling
      and Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, IndyMac Bank, F.S.B., as seller (in such
      capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”), and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”).  To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement.  This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
 

    [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
      subject to Section 406 of ERISA or Section 4975 of the Code, or a person
      investing on behalf of or with plan assets of any such plan, which
      representation letter shall not be an expense of the Trustee or the Servicer,
      or
      (ii) in the case of any such Certificate presented for registration in the
      name
      of an employee benefit plan subject to ERISA or Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), or a trustee of any such
      plan or any other person acting on behalf of any such plan, an Opinion of
      Counsel satisfactory to the Trustee to the effect that the purchase and 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 or the Servicer to any obligation in addition to those undertaken in
      the
      Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
the
      Servicer, or the Trust Fund.  Notwithstanding anything else to the
      contrary herein, 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 subject to ERISA or to the
      Code without the opinion of counsel satisfactory to the Trustee as described
      above shall be void and of no effect.]

     

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

     

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

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    
 

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

     

    Dated:  ____________,
      20__

     

     

     

    
      	
               

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

            


    

    
      	
            	
               

            	
              as
                Trustee

            


    

     

     

    
      	
               

            	
              By
                _______________________________

            


    

     

    Countersigned:

     

    By
      ______________________________

        Authorized
      Signatory of

        DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

        as
      Trustee

     

     

    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      B

     

    [FORM
      OF
      SUBORDINATED CERTIFICATE]

     

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

     

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

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS
      DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     

    [THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

     

    [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 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 A BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ERISA OR TO SECTION 4975
      OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
      DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

     

    [NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AND IS NOT
      INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT
      TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
      A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR, IF THE CERTIFICATE HAS BEEN
      THE
      SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING,

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

     

    DELIVERS
      A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED
      TO
      HEREIN, OR DELIVERS TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING
      ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE
      TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION
      4975
      OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS
      DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]

    
 

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off  Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance of this Certificate (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balances of all Certificates of this Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 


    

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

    Class
      [___]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
      liens on one- to four-family residential properties.

     

    IndyMac
      MBS, Inc., as Depositor

     

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

     

    This
      certifies that
                                
is the registered owner of the Percentage Interest evidenced by this
      Certificate (obtained by dividing the denomination of this Certificate by the
      aggregate Initial Certificate Balances of the denominations of all Certificates
      of the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting primarily of the Mortgage Loans
      deposited by IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, IndyMac Bank,
      F.S.B., as seller (in such capacity, the “Seller”), and as servicer (in such
      capacity, the “Servicer”), and Deutsche Bank National Trust Company, as trustee
      (the “Trustee”).  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.

     

    [No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Securities Act
      and any applicable state securities laws or is

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

     

    exempt
      from the registration requirements under said Act and such laws.  In
      the event that a transfer is to be made in reliance upon an exemption from
      the
      Securities Act and such laws, in order to assure compliance with the Securities
      Act and such laws, the Certificateholder desiring to effect such transfer and
      such Certificateholder’s prospective transferee shall each certify to the
      Trustee in writing the facts surrounding the transfer.  In the event
      that such a transfer is to be made within three years from the date of the
      initial issuance of Certificates pursuant hereto, there shall also be delivered
      (except in the case of a transfer pursuant to Rule 144A of the Securities Act)
      to the Trustee an Opinion of Counsel that such transfer may be made pursuant
      to
      an exemption from the Securities Act and such state securities laws, which
      Opinion of Counsel shall not be obtained at the expense of the Trustee, the
      Seller, the Servicer or the Depositor.  The Holder hereof desiring to
      effect such transfer shall, and does hereby agree to, indemnify the Trustee
      and
      the Depositor against any liability that may result if the transfer is not
      so
      exempt or is not made in accordance with such federal and state
      laws.]

     

    [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
      subject to Section 406 of ERISA or Section 4975 of the Code, or a person
      investing on behalf of or with plan assets of any such plan, which
      representation letter shall not be an expense of the Trustee or the Servicer,
      or
      (ii) in the case of any such Certificate presented for registration in the
      name
      of an employee benefit plan subject to ERISA or Section 4975 of the Code (or
      comparable provisions of any subsequent enactments), or a trustee of any such
      plan or any other person acting on behalf of any such plan, an Opinion of
      Counsel satisfactory to the Trustee to the effect that the purchase and 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 or the Servicer to any obligation in addition to those undertaken in
      the
      Agreement, which Opinion of Counsel shall not be an expense of the Trustee,
      the
      Servicer, or the Trust Fund.  Notwithstanding anything else to the
      contrary herein, 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 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.]

     

    [No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation [letter] from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      or
      other benefit plan subject to Section 406 of ERISA or Section 4975 of the Code,
      or a person acting on behalf of or investing plan assets of any such plan,
      which
      representation letter shall not be an expense of the Trustee or the Servicer,
      (ii) if the purchaser is an insurance company and the Certificate has been
      the
      subject of an ERISA-Qualifying Underwriting, a representation that the purchaser
      is an insurance company which is purchasing such Certificates with funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60 or (iii) in the case of any such Certificate presented
      for
      registration in the name of an employee benefit plan subject to ERISA or Section
      4975 of the Code (or comparable provisions of any subsequent enactments), or
      a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Trustee to the effect that the
      purchase or holding of such Certificate will not result in a nonexempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Trustee or the Servicer to any obligation in addition to those
      undertaken in the Agreement, which Opinion of Counsel shall not be an expense
      of
      the Trustee, the Servicer or the Trust Fund.  Notwithstanding anything
      else to the contrary herein, any purported transfer of a Certificate of this
      Class to or on behalf of an employee benefit plan subject to ERISA or to Section
      4975 of the Code

     

     

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

     

     

    without
      the opinion of counsel satisfactory to the Trustee as described above shall
      be
      void and of no effect.]

     

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

     

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

     

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

    
 

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

     

    Dated:  ____________,
      20__

     

     

    
      	
               

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

            


    

    
      	
            	
               

            	
              as
                Trustee

            


    

     

     

    
      	
               

            	
              By
                ________________________________

            


    

     

    
       

      Countersigned:

       

      By
        ______________________________

          Authorized
        Signatory of

          DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

          as
        Trustee

       

    

     

     

    
      
        
        

      

      
        B-6

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      C

     

    [FORM
      OF
      CLASS A-R CERTIFICATE]

     

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

     

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

     

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

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    


    
      	
              Certificate
                No.

            	
              :

            	 
	 	 	 
	
              Cut-off  Date

            	
              :

            	 
	 	 	 
	
              First
                Distribution Date

            	
              :

            	 
	 	 	 
	
              Initial
                Certificate Balance of this Certificate (“Denomination”)

            	
              :

            	
              $

            
	 	 	 
	
              Initial
                Certificate Balances of all Certificates of this Class

            	
              :

            	
              $

            
	 	 	 
	
              CUSIP

            	
              :

            	 
	 	 	 


    

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

     

    evidencing
      the distributions allocable to the Class A-R Certificates with respect to a
      Trust Fund consisting primarily of a pool of conventional mortgage loans (the
      “Mortgage Loans”) secured by first liens on one- to four-family residential
      properties.

     

    IndyMac
      MBS, Inc., as Depositor

     

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

     

    This
      certifies that
                                
      is the registered owner of the Percentage Interest (obtained by dividing the
      denomination of this Certificate by the aggregate Initial Certificate Balances
      of the denominations of all Certificates of the Class to which this Certificate
      belongs) in certain monthly distributions with respect to a Trust Fund
      consisting of the Mortgage Loans deposited by IndyMac MBS, Inc. (the
“Depositor”).  The Trust Fund was created pursuant to a Pooling and
      Servicing Agreement dated as of the Cut-off Date specified above (the
“Agreement”) among the Depositor, IndyMac Bank, F.S.B., as seller (in such
      capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”), and
      Deutsche Bank National Trust Company, as trustee (the “Trustee”).  To
      the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement.  This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Any
      distribution of the proceeds of any remaining assets of the Trust Fund will
      be
      made only upon presentment and surrender of this Class A-R Certificate at the
      Corporate Trust Office.

     

    No
      transfer of a Class A-R Certificate shall be made unless the Trustee shall
      have
      received either (i) a representation letter from the transferee of such
      Certificate, acceptable to and in form and substance

     

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    
 

    satisfactory
      to the Trustee, to the effect that such transferee is not an employee benefit
      plan subject to Section 406 of ERISA or Section 4975 of the Code, nor a person
      investing on behalf of or with plan assets of any such plan, which
      representation letter shall not be an expense of the Trustee or the Servicer,
      (ii) if the purchaser is an insurance company, a representation that the
      purchaser is an insurance company which is purchasing such Certificate with
      funds contained in an “insurance company general account” (as such term is
      defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE
      95-60”)) and that the purchase and holding of such Certificate are covered under
      Sections I and III of PTCE 95-60 or (iii) in the case of any such Certificate
      presented for registration in the name of an employee benefit plan subject
      to
      ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
      enactments), or a trustee of any such plan or any other person acting on behalf
      of any such plan, an Opinion of Counsel satisfactory to the Trustee to the
      effect that the purchase or holding of such Class A-R Certificate will not
      result in a nonexempt prohibited transaction under Section 406 of ERISA or
      Section 4975 of the Code and will not subject the Trustee or the Servicer to
      any
      obligation in addition to those undertaken in the Agreement, which Opinion
      of
      Counsel shall not be an expense of the Trustee, the Servicer or the Trust
      Fund.  Notwithstanding anything else to the contrary herein, any
      purported transfer of a Class A-R Certificate to or on behalf of an employee
      benefit plan subject to ERISA or to Section 4975 of the Code without the opinion
      of counsel satisfactory to the Trustee as described above shall be void and
      of
      no effect.

     

    Each
      Holder of this Class A-R Certificate will be deemed to have agreed to be bound
      by the restrictions of the Agreement, including but not limited to the
      restrictions that (i) each person holding or acquiring any Ownership Interest
      in
      this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership
      Interest in this Class A-R Certificate may be transferred without delivery
      to
      the Trustee of (a) a transfer affidavit of the proposed transferee and (b)
      a
      transfer certificate of the transferor, each of such documents to be in the
      form
      described in the Agreement, (iii) each person holding or acquiring any Ownership
      Interest in this Class A-R Certificate must agree to require a transfer
      affidavit and to deliver a transfer certificate to the Trustee as required
      pursuant to the Agreement, (iv) each person holding or acquiring an Ownership
      Interest in this Class A-R Certificate must agree not to transfer an Ownership
      Interest in this Class A-R Certificate if it has actual knowledge that the
      proposed transferee is not a Permitted Transferee and (v) any attempted or
      purported transfer of any Ownership Interest in this Class A-R Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee.

     

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

     

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

     

     

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

    
 

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

     

    Dated:  ____________,
      20__

     

     

    
      	
               

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

            


    

    
      	
            	
               

            	
              as
                Trustee

            


    

     

     

    
      	
               

            	
              By
                ________________________________

            


    

     

     

    
       

      Countersigned:

       

      By
        ______________________________

          Authorized
        Signatory of

          DEUTSCHE
        BANK NATIONAL TRUST COMPANY,

          as
        Trustee

       

       

      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

    

    
 

    EXHIBIT
      D

     

    [Reserved]

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

     

    
      EXHIBIT
        E

       

    

    [Form
      of
      Reverse of Certificates]

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-_

    Mortgage
      Pass-Through Certificates, Series 200_-_

     

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

     

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

     

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

     

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

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the Holders of
      Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement.  Any such consent by the
      Holder of this Certificate shall be conclusive and binding on such Holder and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate.  The Agreement
      also permits the amendment thereof, in certain limited circumstances, without
      the consent of the Holders of any of the Certificates.

     

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

     

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the Corporate Trust Office, accompanied by a written instrument of transfer
      in
      form satisfactory to the Trustee and the Certificate Registrar duly executed
      by
      the holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      Fund will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement.  As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of the same Class in authorized denominations
      and evidencing the same aggregate Percentage Interest, as requested by the
      Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Seller and the Trustee and any agent of the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and neither the Depositor,
      the
      Trustee, nor any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Aggregate Loan Group is less than 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related
      Aggregate Loan Group as of the Cut-off Date, the Servicer will have the option
      to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in
      the
      related Aggregate Loan Group and all property acquired in respect of the
      Mortgage Loans in the related Aggregate Loan Group at a purchase price
      determined as provided in the Agreement.  In the event that no such
      optional termination occurs, the obligations and responsibilities created by
      the
      Agreement will terminate upon the later of the maturity or other liquidation
      (or
      any advance with respect thereto) of the last Mortgage Loan remaining in the
      Trust Fund or the disposition of all property in respect thereof and the
      distribution to Certificateholders of all amounts required to be distributed
      pursuant to the Agreement.  In no event, however, will the trust
      created by the Agreement continue beyond the expiration of 21 years from the
      death of the last survivor of the descendants living at the date of the
      Agreement of a certain person named in the Agreement.

     

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

     

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

    
 

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

    ____________________________________________________________________________________________________________________________________________

    
      ____________________________________________________________________________________________________________________________________________
        
        ____________________________________________________________________________________________________________________________________________

      

    

     

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust Fund.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

     

    
      ____________________________________________________________________________________________________________________________________________

    

     

     

    Dated:

     

     

     

    ___________________________

    Signature
      by or on behalf of assignor

     

    
       

      
         

        DISTRIBUTION
          INSTRUCTIONS

        
           

          The
            assignee should include the following for purposes of distribution:

          
             

            Distributions
              shall be made, by wire transfer or otherwise, in immediately available
              funds to
              ___________________________________________________________

            ________________________________________________________________________________________________________________________________________

            ________________________________________________________________________________________________________________________________________,

            for
              the
              account of
              __________________________________________________________________________________________________________________________,

            account
              number ________________________, or, if mailed by check, to,
              _______________________________________________________________________________

            ________________________________________________________________________________________________________________________________________,

            Applicable
              statements should be mailed to
              _______________________________________________________________________________________________________,

            ________________________________________________________________________________________________________________________________________

            ________________________________________________________________________________________________________________________________________

            ________________________________________________________________________________________________________________________________________.

             

            This
              information is provided by
              _________________________________________________________________________________________________________,

            the
              assignee named above, or
              __________________________________________________________________________________________________________________,

            as
              its
              agent.

             

          

        

         

         

      

    

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

     

     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              :  ss.:

            
	
              COUNTY
                OF _________

            	
              )

            
	 	 


    

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

     

     

    
      	
               

            	
              ___________________________________

            


    

    
      	
               

            	
              Notary
                Public

            


    

     

    [Notarial
      Seal]

     

     

    
      
        
        

      

      
        E-4

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      F-1

     

    [FORM
      OF
      CLASS P CERTIFICATE]

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

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

     

     

    
      
        
        

      

      
        F-I-1

        
          

        

      

      
        
        

      

    

    
 

    
      


      
        	
                Certificate
                  No.

              	
                :

              	 
	 	 	 
	
                Cut-off  Date

              	
                :

              	 
	 	 	 
	
                First
                  Distribution Date

              	
                :

              	 
	 	 	 
	
                Initial
                  Certificate Balance of this Certificate (“Denomination”)

              	
                :

              	
                $

              
	 	 	 
	
                Initial
                  Certificate Balances of all Certificates of this Class

              	
                :

              	
                $

              
	 	 	 
	
                CUSIP

              	
                :

              	 
	 	 	 


      

      
        	
                Interest
                  Rate

              	
                :

              	 
	 	 	 


        	
                Maturity
                  Date

              	
                :

              	 
	 	 	 


      

    

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-__

    Mortgage
      Pass-Through Certificates, Series 200_-__

    


    Class
      [I-][II-]P[-1][-2]

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class with respect to a Trust Fund consisting primarily of
      a
      pool of conventional mortgage loans (the “Mortgage Loans”) secured by first
      liens on one- to four-family residential properties.

     

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

     

    This
      certifies that ________________ is the registered owner of the Percentage
      Interest evidenced by this Certificate (obtained by dividing the denomination
      of
      this Certificate by the aggregate of the denominations of all Certificates
      of
      the Class to which this Certificate belongs) in certain monthly distributions
      with respect to a Trust Fund consisting primarily of the Mortgage Loans
      deposited by IndyMac MBS, Inc. (the “Depositor”).  The Trust Fund was
      created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off
      Date specified above (the “Agreement”) among the Depositor, IndyMac Bank,
      F.S.B., as seller and servicer (the "Seller" or the "Servicer", as
      appropriate),  and Deutsche Bank National Trust Company, as trustee
      (the “Trustee”).  To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement.  This
      Certificate is issued

     

     

    
      
        
        

      

      
        F-I-2

        
          

        

      

      
        
        

      

    

     

    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.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement.  As provided in the Agreement,
      withdrawals from the Distribution Account may be made from time to time for
      purposes other than distributions to Certificateholders, such purposes including
      reimbursement of advances made, or certain expenses incurred, with respect
      to
      the Mortgage Loans.

     

    This
      Certificate does not have a Certificate Balance or Pass-Through Rate and will
      be
      entitled to distributions only to the extent set forth in the
      Agreement.  In addition, any distribution of the proceeds of any
      remaining assets of the Trust will be made only upon presentment and surrender
      of this Certificate at the Corporate Trust Office or the office or agency
      maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws.  In the event of any such
      transfer, the Trustee shall require the transferor to execute a transferor
      certificate (in substantially the form attached to the Pooling and Servicing
      Agreement) and deliver either (i) an Investment Letter  or the Rule
      144A Letter, in either case substantially in the form attached to the Agreement,
      or (ii) a written Opinion of Counsel to the Trustee that such transfer may
      be
      made pursuant to an exemption, describing the applicable exemption and the
      basis
      therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which
      Opinion of Counsel shall be an expense of the transferor.

     

    No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation [letter] from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      or
      other benefit plan subject to Section 406 of ERISA or Section 4975 of the Code,
      or a person acting on behalf of or investing plan assets of any such plan,
      which
      representation letter shall not be an expense of the Trustee or the Servicer,
      (ii) if the purchaser is an insurance company and the Certificate has been
      the
      subject of an ERISA-Qualifying Underwriting, a representation that the purchaser
      is an insurance company which is purchasing such Certificates with funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60 or (iii) in the case of any such Certificate presented
      for
      registration in the name of an employee benefit plan subject to ERISA or Section
      4975 of the Code (or comparable provisions of any subsequent enactments), or
      a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Trustee and the Servicer to the effect
      that the purchase or holding of such Certificate will not result in a nonexempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Trustee or the Servicer to any obligation in addition to those
      undertaken in the Agreement, which Opinion of Counsel shall not be an expense
      of
      the Trustee, the Servicer or the Trust Fund.  Notwithstanding anything
      else to the contrary herein, any purported transfer of a Certificate of this
      Class to or on behalf of an employee benefit plan subject to ERISA or to Section
      4975 of the Code without the opinion of counsel satisfactory to the Trustee
      as
      described above shall be void and of no effect.

     

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

     

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

     

     

    
      
        
        

      

      
        F-I-3

        
          

        

      

      
        
        

      

    

    
 

    *            *            *

     

     

    
      
        
        

      

      
        F-I-4

        
          

        

      

      
        
        

      

    

    
 

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

     

    Dated:  _______,
      ____

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee

     

    By  ______________________________________                                                                    

     

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST

    COMPANY,
      as Trustee

    


     

    
      
        
        

      

      
        F-I-5

        
          

        

      

      
        
        

      

    

    
 

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-__

    Mortgage
      Pass-Through Certificates

     

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

     

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

     

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

     

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

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the Holders of
      Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement.  Any such consent by the
      Holder of this Certificate shall be conclusive and binding on such Holder and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate.  The Agreement
      also permits the amendment thereof, in certain limited circumstances, without
      the consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the Corporate Trust Office, accompanied by a written instrument of transfer
      in
      form satisfactory to the Trustee and the Certificate Registrar duly executed
      by
      the holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same

     

     

    
      
        
        

      

      
        F-1-6

        
          

        

      

      
        
        

      

    

    
 

    Class
      in
      authorized denominations and evidencing the same aggregate Percentage Interest
      in the Trust Fund will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement.  As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of the same Class in authorized denominations
      and evidencing the same aggregate Percentage Interest, as requested by the
      Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Seller and the Trustee and any agent of the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and neither the Depositor,
      the
      Trustee, nor any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Aggregate Loan Group is less than 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related
      Aggregate Loan Group as of the Cut-off Date, the Servicer will have the option
      to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in
      the
      related Aggregate Loan Group and all property acquired in respect of the
      Mortgage Loans in the related Aggregate Loan Group at a purchase price
      determined as provided in the Agreement.  In the event that no such
      optional termination occurs, the related obligations and responsibilities
      created by the Agreement will terminate upon the later of the maturity or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      remaining in the Trust Fund or the disposition of all property in respect
      thereof and the distribution to Certificateholders of all amounts required
      to be
      distributed pursuant to the Agreement.  In no event, however, will the
      trust created by the Agreement continue beyond the expiration of 21 years from
      the death of the last survivor of the descendants living at the date of the
      Agreement of a certain person named in the Agreement.

     

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

     

     

    
      
        
        

      

      
        F-1-7

        
          

        

      

      
        
        

      

    

    
 

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

    
      ____________________________________________________________________________________________________________________________________________

      
        ____________________________________________________________________________________________________________________________________________
          
          ____________________________________________________________________________________________________________________________________________

        

      

       

      (Please
        print or typewrite name and address including postal zip code of
        assignee)

       

      the
        Percentage Interest evidenced by the within Certificate and hereby authorizes
        the transfer of registration of such Percentage Interest to assignee on the
        Certificate Register of the Trust Fund.

       

      I
        (We)
        further direct the Trustee to issue a new Certificate of a like denomination
        and
        Class, to the above named assignee and deliver such Certificate to the following
        address:

      
        ____________________________________________________________________________________________________________________________________________

      

       

       

      Dated:

       

      ___________________________

      Signature
        by or on behalf of assignor

       

    

     

    
       

      DISTRIBUTION
        INSTRUCTIONS

       

       

      The
        assignee should include the following for purposes of distribution:

      
         

        Distributions
          shall be made, by wire transfer or otherwise, in immediately available
          funds to
          ___________________________________________________________

        ________________________________________________________________________________________________________________________________________

        ________________________________________________________________________________________________________________________________________,

        for
          the
          account of
          __________________________________________________________________________________________________________________________,

        account
          number ________________________, or, if mailed by check, to,
          _______________________________________________________________________________

        ________________________________________________________________________________________________________________________________________,

        Applicable
          statements should be mailed to
          _______________________________________________________________________________________________________,

        ________________________________________________________________________________________________________________________________________

        ________________________________________________________________________________________________________________________________________

        ________________________________________________________________________________________________________________________________________.

         

        This
          information is provided by
          _________________________________________________________________________________________________________,

        the
          assignee named above, or
          __________________________________________________________________________________________________________________,

        as
          its
          agent.

         

         

      

    

    
      
        
        

      

      
        F-1-8

        
          

        

      

      
        
        

      

    

     

    
       

      
        	
                STATE
                  OF ___________

              	
                )

              
	 	
                :  ss.:

              
	
                COUNTY
                  OF _________

              	
                )

              
	 	 


      

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

       

       

      
        	
                 

              	
                ___________________________________

              


      

      
        	
                 

              	
                Notary
                  Public

              


      

       

      [Notarial
        Seal]

       

      
         

        
          
            
            

          

          
            F-1-9

            
              

            

          

          
            
            

          

        

         

      

    

     

    EXHIBIT
      F-2

     

    FORM
      OF
      CLASS L CERTIFICATE

    


    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT.

     

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

     

    [NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
      TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT AND IS NOT
      INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN SUBJECT
      TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
      A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR, IF THE CERTIFICATE HAS BEEN
      THE
      SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, DELIVERS A REPRESENTATION IN
      ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN, OR DELIVERS
      TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE
      AGREEMENT REFERRED TO HEREIN.  NOTWITHSTANDING ANYTHING ELSE TO THE
      CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF
      OF
      AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT
      THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL
      BE
      VOID AND OF NO EFFECT.]

     

     

    
      
        
        

      

      
        F-2-1

        
          

        

      

      
        
        

      

    

    


    
      
        


        
          	
                  Certificate
                    No.

                	
                  :

                	 
	 	 	 
	
                  Cut-off  Date

                	
                  :

                	 
	 	 	 
	
                  First
                    Distribution Date

                	
                  :

                	 
	 	 	 
	
                  Percentage
                    Interest of this Certificate (“Denomination”)

                	
                  :

                	
                  %

                
	 	 	 
	
                  CUSIP

                	
                  :

                	 
	 	 	 


        

        
          	
                  Interest
                    Rate

                	
                  :

                	 
	 	 	 


          	
                  Maturity
                    Date

                	
                  :

                	 


        

      

       

    

     

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-__

    Mortgage
      Pass-Through Certificates, Series 200_-__

     

    Class
      [I-][II-]L

     

    evidencing
      a percentage interest in the distributions allocable to the Certificates of
      the
      above-referenced Class payable solely from Late Payment Fees.

    


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

     

    This
      certifies that [_________] is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Denomination of this
      Certificate by the aggregate of the Denominations of all Certificates of the
      Class to which this Certificate belongs) in certain monthly distributions
      pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
      specified above (the “Agreement”) among IndyMac MBS, Inc., as depositor (the
“Depositor”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”)
      and as servicer (in such capacity, the “Servicer”), and 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 Pass-Through Rate and will be entitled to
      distributions only to the extent set forth in the Agreement and solely payable
      from Late Payment Fees.  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.

     

     

    
      
        
        

      

      
        F-2-2

        
          

        

      

      
        
        

      

    

    
 

    No
      transfer of a Certificate of this Class shall be made unless such disposition
      is
      exempt from the registration requirements of the Securities Act of 1933, as
      amended (the “1933 Act”), and any applicable state securities laws or is made in
      accordance with the 1933 Act and such laws.  In the event of any such
      transfer, subject to the provisions in Section 5.02(b) of the Agreement, the
      Trustee shall require the transferor to execute a transferor certificate (in
      substantially the form attached to the Pooling and Servicing Agreement) and
      deliver either (i) an Investment Letter or the Rule 144A Letter, in either
      case
      substantially in the form attached to the Agreement, or (ii) a written Opinion
      of Counsel to the Trustee that such transfer may be made pursuant to an
      exemption, describing the applicable exemption and the basis therefor, from
      the
      1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel
      shall be an expense of the transferor.

     

    [No
      transfer of a Certificate of this Class shall be made unless the Trustee shall
      have received either (i) a representation [letter] from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the
      Trustee, to the effect that such transferee is not an employee benefit plan
      or
      other benefit plan subject to Section 406 of ERISA or Section 4975 of the Code,
      or a person acting on behalf of or investing plan assets of any such plan,
      which
      representation letter shall not be an expense of the Trustee or the Servicer,
      (ii) if the purchaser is an insurance company and the Certificate has been
      the
      subject of an ERISA-Qualifying Underwriting, a representation that the purchaser
      is an insurance company which is purchasing such Certificates with funds
      contained in an “insurance company general account” (as such term is defined in
      Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
      that the purchase and holding of such Certificates are covered under Sections
      I
      and III of PTCE 95-60 or (iii) in the case of any such Certificate presented
      for
      registration in the name of an employee benefit plan subject to ERISA or Section
      4975 of the Code (or comparable provisions of any subsequent enactments), or
      a
      trustee of any such plan or any other person acting on behalf of any such plan,
      an Opinion of Counsel satisfactory to the Trustee and the Servicer to the effect
      that the purchase or holding of such Certificate will not result in a nonexempt
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Trustee or the Servicer to any obligation in addition to those
      undertaken in the Agreement, which Opinion of Counsel shall not be an expense
      of
      the Trustee, the Servicer or the Trust Fund.  Notwithstanding anything
      else to the contrary herein, any purported transfer of a Certificate of this
      Class to or on behalf of an employee benefit plan subject to ERISA or to Section
      4975 of the Code without the opinion of counsel satisfactory to the Trustee
      as
      described above shall be void and of no effect.]

     

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

     

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

     

     

    
      
        
        

      

      
        F-2-3

        
          

        

      

      
        
        

      

    

    
 

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

     

    Dated:  _______,
      ____

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee

     

    By  _____________________________________                                                                    

     

    Countersigned:

     

    By
      ___________________________

    Authorized
      Signatory of

    DEUTSCHE
      BANK NATIONAL TRUST

    COMPANY,
      as Trustee

     

    
 

    
      
        
        

      

      
        F-2-4

        
          

        

      

      
        
        

      

    

    
 

    INDYMAC
      MBS, INC.

    IndyMac
      INDX Mortgage Loan Trust 200_-__

    Mortgage
      Pass-Through Certificates

     

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

     

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

     

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

     

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

     

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

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee with the consent of the Holders of
      Certificates affected by such amendment evidencing the requisite Percentage
      Interest, as provided in the Agreement.  Any such consent by the
      Holder of this Certificate shall be conclusive and binding on such Holder and
      upon all future Holders of this Certificate and of any Certificate issued upon
      the transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate.  The Agreement
      also permits the amendment thereof, in certain limited circumstances, without
      the consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Trustee upon surrender of this Certificate for registration of transfer
      at
      the Corporate Trust Office, accompanied by a written instrument of transfer
      in
      form satisfactory to the Trustee and the Certificate Registrar duly executed
      by
      the holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same

     

     

    
      
        
        

      

      
        F-2-5

        
          

        

      

      
        
        

      

    

    
 

    Class
      in
      authorized denominations and evidencing the same aggregate Percentage Interest
      in the Trust Fund will be issued to the designated transferee or
      transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement.  As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of the same Class in authorized denominations
      and evidencing the same aggregate Percentage Interest, as requested by the
      Holder surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer, the Seller and the Trustee and any agent of the
      Depositor or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and neither the Depositor,
      the
      Trustee, nor any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date on which the aggregate Stated Principal Balance of the
      Mortgage Loans in the related Aggregate Loan Group is less than 10% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related
      Aggregate Loan Group as of the Cut-off Date, the Servicer will have the option
      to repurchase, in whole, from the Trust Fund all remaining Mortgage Loans in
      the
      related Aggregate Loan Group and all property acquired in respect of the
      Mortgage Loans in the related Aggregate Loan Group at a purchase price
      determined as provided in the Agreement.  In the event that no such
      optional termination occurs, the related obligations and responsibilities
      created by the Agreement will terminate upon the later of the maturity or other
      liquidation (or any advance with respect thereto) of the last Mortgage Loan
      remaining in the Trust Fund or the disposition of all property in respect
      thereof and the distribution to Certificateholders of all amounts required
      to be
      distributed pursuant to the Agreement.  In no event, however, will the
      trust created by the Agreement continue beyond the expiration of 21 years from
      the death of the last survivor of the descendants living at the date of the
      Agreement of a certain person named in the Agreement.

     

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

     

     

    
      
        
        

      

      
        F-2-6

        
          

        

      

      
        
        

      

    

    
 

    ASSIGNMENT

     

    
       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
        unto

      
        ____________________________________________________________________________________________________________________________________________

        
          ____________________________________________________________________________________________________________________________________________
            
            ____________________________________________________________________________________________________________________________________________

          

        

        (Please
          print or typewrite name and address including postal zip code of
          assignee)

         

        the
          Percentage Interest evidenced by the within Certificate and hereby authorizes
          the transfer of registration of such Percentage Interest to assignee on
          the
          Certificate Register of the Trust Fund.

         

        I
          (We)
          further direct the Trustee to issue a new Certificate of a like denomination
          and
          Class, to the above named assignee and deliver such Certificate to the
          following
          address:

         

        
          ____________________________________________________________________________________________________________________________________________

        

         

         

        Dated:

         

         

         

        ___________________________

        Signature
          by or on behalf of assignor

         

      

       

      
         

        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

        Distributions
          shall be made, by wire transfer or otherwise, in immediately available
          funds to
          ___________________________________________________________

        ________________________________________________________________________________________________________________________________________

        ________________________________________________________________________________________________________________________________________,

        for
          the
          account of
          __________________________________________________________________________________________________________________________,

        account
          number ________________________, or, if mailed by check, to,
          _______________________________________________________________________________

        ________________________________________________________________________________________________________________________________________,

        Applicable
          statements should be mailed to
          _______________________________________________________________________________________________________,

        ________________________________________________________________________________________________________________________________________

        ________________________________________________________________________________________________________________________________________

        ________________________________________________________________________________________________________________________________________.

         

        This
          information is provided by
          _________________________________________________________________________________________________________,

        the
          assignee named above, or
          __________________________________________________________________________________________________________________,

        as
          its
          agent.

         

         

        
          
            
            

          

          
            F-2-7

            
              

            

          

          
            
            

          

        

         

         

      

    

    STATE
      OF
      ___________________)

     
      )  ss.:

    COUNTY
      OF
      __________________)

     

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

     

    _______________________________
        Notary
      Public

     

    [Notarial
      Seal]

     

    


    
      
        
        

      

      
        F-2-8

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      G-1

     

    FORM
      OF
      INITIAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

     

    [Servicer]

     

    [Seller]

    _____________________

    _____________________

     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among IndyMac MBS, Inc.,
                as

            


    

    
      	
               

            	
              Depositor,
                IndyMac Bank, F.S.B., as Seller and
                Servicer,

            


    

    
      	
               

            	
              and
                Deutsche Bank National Trust Company, as
                Trustee,

            


    

    
      	
               

            	
              IndyMac
                INDX Mortgage Loan Trust 2007-AR21IP

            


      	 	
              Mortgage
                Pass-Through Certificates,
                Series 200  -                              
                

            


    

    
    

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that, as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan listed in the attached schedule), it
      has
      received:

     

    (i)  the
      original Mortgage Note, endorsed as provided in the following
      form:  “Pay to the order of ________, without recourse”;
      and

     

    (ii)  an
      executed assignment of the Mortgage (which may be included in a blanket
      assignment or assignments); provided, however, that it has received no
      assignment with respect to any Mortgage for which the Mortgaged Property is
      located in the Commonwealth of Puerto Rico.

     

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

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement.  The Trustee makes no representations as
      to:  (i) the validity, legality, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
      collectability, insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     

     

    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    

    
 

     

    
      	
               

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

            


    

    
      	
            	
               

            	
              as
                Trustee

            


    

     

     

    By:
      ___________________________________

        Name:

        Title:

     

    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
      G-2

     

    FORM
      OF
      DELAY DELIVERY CERTIFICATION (INITIAL MORTGAGE LOANS)

     

    [date]

     

    [Depositor]

     

    [Servicer]

     

    [Seller]

    _____________________

    _____________________

     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among IndyMac MBS, Inc.,
                as

            


    

    
      	
               

            	
              Depositor,
                IndyMac Bank, F.S.B., as Seller and
                Servicer,

            


    

    
      	
               

            	
              and
                Deutsche Bank National Trust Company, as
                Trustee,

            


    

    
      	
               

            	
              IndyMac
                INDX Mortgage Loan Trust 2007-AR21IP

            


      	 	
              Mortgage
                Pass-Through Certificates, Series
                200  -                                  
                

            


    

     

    Gentlemen:

     

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

     

    
      	
               

            	
              (i)

            	
              the
                original Mortgage Note, endorsed by the Seller or the originator
                of such
                Mortgage Loan, without recourse in the following form:  “Pay to
                the order of _______________ without recourse”, with all intervening
                endorsements that show a complete chain of endorsement from the originator
                to the Seller, or, if the original Mortgage Note has been lost or
                destroyed and not replaced, an original lost note affidavit from
                the
                Seller, stating that the original Mortgage Note was lost or destroyed,
                together with a copy of the Mortgage
                Note;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                original recorded Mortgage;

            


    

     

    
      	
               

            	
              (iii)

            	
              an
                executed assignment of the Mortgage to “Deutsche Bank National Trust
                Company, as trustee under the Pooling and Servicing Agreement dated
                as of
                October 1, 2007, without recourse” (each such assignment, when duly and
                validly completed, to be in recordable form and sufficient to effect
                the
                assignment of and transfer to the assignee thereof, under the Mortgage
                to
                which such assignment relates);

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                original recorded assignment or assignments of the Mortgage together
                with
                all interim recorded assignments of such
                Mortgage;

            


    

     

     

    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (v)

            	
              the
                original or copies of each assumption, modification, written assurance
                or
                substitution agreement, if any, with evidence of recording thereon
                if
                recordation thereof is permissible under applicable law;
                and

            


    

     

    
      	
               

            	
              (vi)

            	
              the
                original or duplicate original lender’s title policy and all riders, if
                any, thereto or, in the event such original title policy has not
                been
                received from the insurer, any one of an original title binder, an
                original preliminary title report or an original title commitment,
                or a
                copy thereof certified by the title company, with the original policy
                of
                title insurance to be delivered within one year of the Closing
                Date.

            


    

     

    In
      the
      event that in connection with any Mortgage Loan for which the Seller cannot
      deliver the original recorded Mortgage or all interim recorded assignments
      of
      the Mortgage satisfying the requirements of clause (ii), (iii) or (iv), as
      applicable, the Trustee has received, in lieu thereof, a true and complete
      copy
      of such Mortgage and/or such assignment or assignments of the Mortgage, as
      applicable, each certified by the Seller, the applicable title company, escrow
      agent or attorney, or the originator of such Mortgage Loan, as the case may
      be,
      to be a true and complete copy of the original Mortgage or assignment of
      Mortgage submitted for recording.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (i) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (ii) the information set forth in items (i), (iv), (vi) and (xv) (solely as
      of origination, not as of the Cut-off Date) of the definition of the “Mortgage
      Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement
      accurately reflects information set forth in the Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and Servicing Agreement.  The Trustee makes no representations
      as to:  (i) the validity, legality, sufficiency, enforceability
      or genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the [Mortgage Loan Schedule][Loan Number and
      Borrower Identification Mortgage Loan Schedule] or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

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

     

     

    
      	
               

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

            


    

    
      	
            	
               

            	
              as
                Trustee

            


    

     

     

    
       

      By:
        ___________________________________

          Name:

          Title:

       

    

     

    
      
        
        

      

      
        G-2-2

        
          

        

      

      
        
        

      

    

     

    
 

    EXHIBIT
      H

     

    FORM
      OF
      FINAL CERTIFICATION OF TRUSTEE

     

    [date]

     

    [Depositor]

     

    [Servicer]

     

    [Seller]

    _____________________

    _____________________

     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement among IndyMac MBS, Inc.,
                as

            


    

    
      	
               

            	
              Depositor,
                IndyMac Bank, F.S.B., as Seller and
                Servicer,

            


    

    
      	
               

            	
              and
                Deutsche Bank National Trust Company, as
                Trustee,

            


    

    
      	
               

            	
              IndyMac
                INDX Mortgage Loan Trust 2007-AR21IP

            


      	 	
              Mortgage
                Pass-Through Certificates, Series
                200  -                              
                

            


    

     

    Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), the undersigned, as Trustee,
      hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan
      Schedule (other than any Mortgage Loan paid in full or listed on the attached
      Document Exception Report) it has received:

     

    (i)  The
      original Mortgage Note, endorsed in the form provided in Section 2.01(c) of
      the
      Pooling and Servicing Agreement, with all intervening endorsements showing
      a
      complete chain of endorsement from the originator to the Seller.

     

    (ii)  The
      original recorded Mortgage.

     

    (iii)  An
      executed assignment of the Mortgage in the form provided in Section 2.01(c)
      of
      the Pooling and Servicing Agreement; provided, however, that it has received
      no
      assignment with respect to any Mortgage for which the Mortgaged Property is
      located in the Commonwealth of Puerto Rico, or, if the Depositor has certified
      or the Trustee otherwise knows that the Mortgage has not been returned from
      the
      applicable recording office, a copy of the assignment of the Mortgage (excluding
      information to be provided by the recording office).

     

    (iv)  The
      original or duplicate original recorded assignment or assignments of the
      Mortgage showing a complete chain of assignment from the originator to the
      Seller.

     

    (v)  The
      original or duplicate original lender’s title policy and all riders thereto or,
      any one of an original title binder, an original preliminary title report or
      an
      original title commitment, or a copy thereof certified by the title
      company.

     

    Based
      on
      its review and examination and only as to the foregoing documents, (a) such
      documents appear regular on their face and related to such Mortgage Loan, and
      (b) the information set forth in items (i), (ii), (iii), (iv), (vi) and (xv)
      (solely as of origination, not as of the Cut-off Date) of the definition of
      the

     

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    

     

     

    “Mortgage
      Loan Schedule” in Section 1.01 of the Pooling and Servicing Agreement accurately
      reflects information set forth in the Mortgage File.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement.  The Trustee makes no representations as
      to:  (i) the validity, legality, sufficiency, enforceability or
      genuineness of any of the documents contained in each Mortgage File of any
      of
      the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the
      collectability, insurability, effectiveness or suitability of any such Mortgage
      Loan.  Notwithstanding anything herein to the contrary, the Trustee
      has made no determination and makes no representations as to whether (i) any
      endorsement is sufficient to transfer all right, title and interest of the
      party
      so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note
      or
      (ii) any assignment is in recordable form or sufficient to effect the assignment
      of and transfer to the assignee thereof, under the Mortgage to which the
      assignment relates.

     

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

     

     

    
      	
               

            	
              DEUTSCHE
                BANK NATIONAL TRUST COMPANY,

            


    

    
      	
            	
               

            	
              as
                Trustee

            


    

     

     

    
       

      By:
        ___________________________________

          Name:

          Title:

       

    

    
       

      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      

       

      
        EXHIBIT
          I

         

        TRANSFER
          AFFIDAVIT

         

        IndyMac
          MBS, Inc.

        IndyMac
          INDX Mortgage Loan Trust 2007-AR21IP

        Mortgage
          Pass-Through Certificates

        Series
          200_-_

         

        
          	
                  STATE
                    OF CALIFORNIA

                	
                  )

                
	 	
                  :  ss.:

                
	
                  COUNTY
                    OF _____________

                	
                  )

                
	 	 


        

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

         

        1.           The
          undersigned is an officer of
                   ,
          the proposed Transferee of an Ownership Interest in a Class A-R Certificate
          (the
“Certificate”) issued pursuant to the Pooling and Servicing Agreement, (the
“Agreement”), relating to the above-referenced Series, by and among IndyMac MBS,
          Inc., as depositor (the “Depositor”), IndyMac Bank, F.S.B., as seller and
          servicer and Deutsche Bank National Trust Company, as
          Trustee.  Capitalized terms used, but not defined herein or in Exhibit
          1 hereto, shall have the meanings ascribed to such terms in the
          Agreement.  The Transferee has authorized the undersigned to make this
          affidavit on behalf of the Transferee.

         

        2.           The
          Transferee is, as of the date hereof, and will be, as of the date of the
          Transfer, a Permitted Transferee.  The Transferee is acquiring its
          Ownership Interest in the Certificate for its own account.

         

        3.           The
          Transferee has been advised of, and understands that (i) a tax will be
          imposed
          on Transfers of the Certificate to Persons that are not Permitted Transferees;
          (ii) such tax will be imposed on the transferor, or, if such Transfer is
          through
          an agent (which includes a broker, nominee or middleman) for a Person that
          is
          not a Permitted Transferee, on the agent; and (iii) the Person otherwise
          liable
          for the tax shall be relieved of liability for the tax if the subsequent
          Transferee furnished to such Person an affidavit that such subsequent Transferee
          is a Permitted Transferee and, at the time of Transfer, such Person does
          not
          have actual knowledge that the affidavit is false.

         

        4.           The
          Transferee has been advised of, and understands that a tax will be imposed
          on a
“pass-through entity” holding the Certificate if at any time during the taxable
          year of the pass-through entity a Person that is not a Permitted Transferee
          is
          the record holder of an interest in such entity.  The Transferee
          understands that such tax will not be imposed for any period with respect
          to
          which the record holder furnishes to the pass-through entity an affidavit
          that
          such record holder is a Permitted Transferee and the pass-through entity
          does
          not have actual knowledge that such affidavit is false.  (For this
          purpose, a “pass-through entity” includes a regulated investment company, a real
          estate investment trust or common trust fund, a partnership, trust or estate,
          and certain cooperatives and, except as may be provided in Treasury Regulations,
          persons holding interests in pass-through entities as a nominee for another
          Person.)

         

        5.           The
          Transferee has reviewed the provisions of Section 5.02(c) of the Agreement
          (attached hereto as Exhibit 2 and incorporated herein by reference) and
          understands the legal consequences of the acquisition of an Ownership Interest
          in the Certificate including, without limitation, the restrictions on subsequent
          Transfers and the provisions regarding voiding the Transfer and
          mandatory

         

         

        
          
            
            

          

          
            I-1

            
              

            

          

          
            
            

          

        



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

         

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

         

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

         

        8.           The
          Transferee’s taxpayer identification number is
           .

         

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

         

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

         

        11.           The
          Transferee is not a foreign permanent establishment or fixed base (within
          the
          meaning of an applicable income tax treaty) of a U.S. taxpayer.

         

        12.           The
          Transferee will not transfer the Certificates, directly or indirectly,
          to a
          foreign permanent establishment or fixed base (within the meaning of an
          applicable income tax treaty) of the Transferee or another U.S.
          taxpayer.

         

        13.           The
          Transferee will not cause income from the Certificates to be attributable
          to a
          foreign permanent establishment or fixed base (within the meaning of an
          applicable income tax treaty) of the Transferee or another U.S.
          taxpayer.

         

        14.           Either:

         

        (a)
          (i)
          At the time of the transfer, and at the close of each of the Transferee’s two
          fiscal years preceding the Transferee’s fiscal year of transfer, the
          Transferee’s gross assets for financial reporting purposes exceed $100 million
          and its net assets for financial reporting purposes exceed $10 million.
          For
          purposes of the preceding sentence, the gross assets and net assets of
          a
          Transferee do not include any obligation of any Related Person, as defined
          below, or any other asset if a principal purpose for holding or acquiring
          the
          other asset is to permit the Transferee to satisfy the conditions of this
          paragraph 15(a); (ii) The Transferee is an Eligible Corporation, as defined
          below, and hereby agrees that any subsequent transfer of the interest will
          be to
          another Eligible Corporation in a transaction that satisfies this Transfer
          Affidavit, including this paragraph 15(a); and (iii) The Transferee has
          not
          given the Transferor any reason to know that the

         

         

         

        
          
            
            

          

          
            I-2

            
              

            

          

          
            
            

          

        

         

        Transferee
          will not honor the restrictions on subsequent transfers of the residual
          interest
          or that the Transferee cannot or will not pay any taxes associated with
          the
          residual interest; or

         

        (b)(i)
          The Transferee is a United States Person; (ii) The present value of the
          anticipated tax liabilities associated with holding the residual interest
          does
          not exceed the sum of: (A) The present value of any consideration given
          to the
          Transferee to acquire the interest; (B) The present value of the expected
          future
          distributions on the interest; and (C) The present value of the anticipated
          tax
          savings associated with holding the interest as any REMIC generates losses;
          and
          (iii) For purposes of calculating the aforementioned present values: (A)
          The
          transferee has assumed that it pays tax at a rate equal to the highest
          rate of
          tax specified in Code Section 11(b)(1) (unless the Transferee has been
          subject
          to the alternative minimum tax under Code Section 55 in the preceding two
          years
          and will compute its taxable income in the current taxable year using the
          alternative minimum tax rate, in which case the Transferee can assume that
          it
          pays tax at the rate specified in Code Section 55(b)(1)(B) provided the
          Transferee states in this Transfer Affidavit that it is using such alternate
          rate and that has been subject to the alternative minimum tax under Code
          Section
          55 in the preceding two years and will compute its taxable income in the
          current
          taxable year using the alternative minimum tax rate):and (B) The Transferee
          uses
          a discount rate equal to the Federal short-term rate prescribed by section
          1274(d) for the month of the transfer and the compounding period used by
          the
          Transferee.

         

        The
          term
“Eligible Corporation” means any domestic C corporation (as defined in section
          1361(a)(2) of the Code) other than a corporation which is exempt from,
          or is not
          subject to, tax under section 11 of the Code, an entity described in section
          851(a) or 856(a) of the Code, a REMIC; or an organization to which part
          I,
          subchapter T, chapter 1, subtitle A of the Code applies.  The Term
“Related Person” means any person that bears a relationship to the Transferee
          enumerated in section 267(b) or 707(b)(1) of the Code, using "20 percent"
          instead of "50 percent" where it appears under the provisions; or is under
          common control (within the meaning of section 52(a) and (b) of the Code)
          with
          the Transferee.

         

        15.           Either
          (i) the Transferee is not an employee benefit plan that is subject to ERISA
          or a
          plan that is subject to Section 4975 of the Code, and the Transferee is
          not
          acting on behalf of or with plan assets of such a plan; or (ii) the Transferee
          is an insurance company that is investing funds contained in an “insurance
          company general account” (as such term is defined in Section V(e) of Prohibited
          Transaction Class Exemption 95-60 (“PTCE 95-60”) and the purchase and holding of
          the Class A-R Certificate satisfy the requirements for exemptive relief
          under
          Sections I and III of PTCE 95-60.

         

        *           *           *

         

        
          
            
            

          

          
            I-3

            
              

            

          

          
            
            

          

        

         

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

         

         

        
          	
                   

                	
                  _____________________________________________

                


        

        
          	
                   

                	
                  Print
                    Name of Transferee

                


        

         

         

        
          	
                   

                	
                  By:__________________________________________

                


        

        
          	
                   

                	
                  Name:

                


        

        
          	
                   

                	
                  Title:

                


        

         

        [Corporate
          Seal]

         

        ATTEST:

         

        [Assistant]
          Secretary

         

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

         

        Subscribed
          and sworn before me this      day of
        ,
          20 .

         

         

        _______________________________

        NOTARY
          PUBLIC

         

         

        My
          Commission expires the      day of
               ,
          20 .

         

        
 

        
          
            
            

          

          
            I-4

            
              

            

          

          
            
            

          

        

        
 

        EXHIBIT
          1

        to
          EXHIBIT I

         

        Certain
          Definitions

         

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

         

        “Permitted
          Transferee”:  Any Person other than (i) the United States, any State
          or political subdivision thereof, or any agency or instrumentality of any
          of the
          foregoing, (ii) a foreign government, International Organization or any
          agency
          or instrumentality of either of the foregoing, (iii) an organization (except
          certain farmers’ cooperatives described in Code Section 521) that is exempt from
          tax imposed by Chapter 1 of the Code (including the tax imposed by Code
          Section
          511 on unrelated business taxable income) on any excess inclusions (as
          defined
          in Code Section 860E(c)(1)) with respect to any Restricted Certificate,
          (iv) a
          rural electric and telephone cooperatives described in Code Section
          1381(a)(2)(c), (v) an “electing large partnership” as defined in Code Section
          775 of (vi) a Person that is not a U.S. Person, and (vii) any other Person
          so
          designated by the Depositor based upon an Opinion of Counsel that the Transfer
          of an Ownership Interest in a Residual Certificate to such Person may cause
          any
          REMIC to fail to qualify as a REMIC at any time that certain Certificates
          are
          Outstanding.  The terms “United States,” “State” and “International
          Organization” shall have the meanings set forth in Code Section 7701 or
          successor provisions.  A corporation will not be treated as an
          instrumentality of the United States or of any State or political subdivision
          thereof if all of its activities are subject to tax, and, with the exception
          of
          the FHLMC, a majority of its board of directors is not selected by such
          governmental unit.

         

        “Person”:  Any
          individual, corporation, partnership, joint venture, limited liability
          company,
          bank, joint stock company, trust (including any beneficiary thereof),
          unincorporated organization or government or any agency or political subdivision
          thereof.

         

        “Transfer”:  Any
          direct or indirect transfer or sale of any Ownership Interest in a Certificate,
          including the acquisition of a Certificate by the Depositor.

         

        “Transferee”:  Any
          Person who is acquiring by Transfer any Ownership Interest in a
          Certificate.

         

         

        
          
            
            

          

          
            I-5

            
              

            

          

          
            
            

          

        



        EXHIBIT
          2

        to
          EXHIBIT I

         

        Section
          5.02(c) of the Agreement

         

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

         

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

         

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

         

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

         

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

         

        
          
            
            

          

          
            I-6

            
              

            

          

          
            
            

          

        


        (v)  The
          Depositor shall use its best efforts to make available, upon receipt of
          written
          request from the Trustee, all information necessary to compute any tax
          imposed
          under Section 860E(e) of the Code as a result of a Transfer of an Ownership
          Interest in a Residual Certificate to any Holder who is not a Permitted
          Transferee.

         

        
          
            
            

          

          
            I-7

            
              

            

          

          
            
            

          

        



        EXHIBIT
          J

         

        FORM
          OF
          TRANSFEROR CERTIFICATE

         

        __________,
          200__

         

        IndyMac
          MBS, Inc.

        155
          North
          Lake Avenue, 7th Floor

        Pasadena,
          CA  91101

        Attention:  Secondary
          Marketing, Transaction Management

         

        Deutsche
          Bank National Trust Company

        c/o
          DB
          Services Tennessee

        648
          Grassmere Park Road

        Nashville,
          TN 37211-3658

        Attention:
          Transfer Unit, [Series 200 -]

         

        
          	
                   

                	
                  Re:

                	
                  IndyMac
                    MBS, Inc.

                


        

        
          	
                   

                	
                  IndyMac
                    INDX Mortgage Loan Trust
                    2007-AR21IP

                


        

        
          	
                   

                	
                  Mortgage
                    Pass-Through Certificates, Series 200 -,
                    Class

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with our disposition of the above Certificates we certify that
          (a) we
          understand that the Certificates have not been registered under the Securities
          Act of 1933, as amended (the “Act”), and are being disposed by us in a
          transaction that is exempt from the registration requirements of the Act,
          (b) we
          have not offered or sold any Certificates to, or solicited offers to buy
          any
          Certificates from, any person, or otherwise approached or negotiated with
          any
          person with respect thereto, in a manner that would be deemed, or taken
          any
          other action which would result in, a violation of Section 5 of the Act
          and (c)
          to the extent we are disposing of a Class A-R Certificate, we have no knowledge
          the Transferee is not a Permitted Transferee.

         

         

        Very
          truly yours,

         

         

        ______________________________

        Print
          Name of Transferor

         

         

        By:
          ___________________________

        Authorized
          Officer

         

        
          
            
            

          

          
            J-1

            
              

            

          

          
            
            

          

        



        EXHIBIT
          K

         

        FORM
          OF
          INVESTMENT LETTER (NON-RULE 144A)

         

        __________,
          200__

         

        IndyMac
          MBS, Inc.

        155
          North
          Lake Avenue, 7th Floor

        Pasadena,
          CA  91101

        Attention:  Secondary
          Marketing, Transaction Management

         

        Deutsche
          Bank National Trust Company

        c/o
          DB
          Services Tennessee

        648
          Grassmere Park Road

        Nashville,
          TN 37211-3658

        Attention:
          Transfer Unit, [Series 200 -]

         

        
          	
                   

                	
                  Re:

                	
                  IndyMac
                    MBS, Inc.

                


        

        
          	
                   

                	
                  IndyMac
                    INDX Mortgage Loan Trust
                    2007-AR21IP

                


        

        
          	
                   

                	
                  Mortgage
                    Pass-Through Certificates, Series 200 -,
                    Class

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with our acquisition of the above-referenced Certificates we
          certify
          that (a) we understand that the Certificates are not being registered under
          the
          Securities Act of 1933, as amended (the “Act”), or any state securities laws and
          are being transferred to us in a transaction that is exempt from the
          registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
          knowledge and experience in financial and business matters that we are
          capable
          of evaluating the merits and risks of investments in the Certificates,
          (c) we
          have had the opportunity to ask questions of and receive answers from the
          Depositor concerning the purchase of the Certificates and all matters relating
          thereto or any additional information deemed necessary to our decision
          to
          purchase the Certificates, (d) either (i) we are not an employee benefit
          plan
          that is subject to the Employee Retirement Income Security Act of 1974,
          as
          amended, or a plan or arrangement that is subject to Section 4975 of the
          Internal Revenue Code of 1986, as amended, nor are we acting on behalf
          of any
          such plan or arrangement or using the assets of any such plan or arrangement
          to
          effect such acquisition or (ii) [in the case of a Certificate that has
          been the
          subject of an ERISA-Qualifying Underwriting] we are an insurance company
          which
          is purchasing such Certificates with funds contained in an “insurance company
          general account” (as such term is defined in Section V(e) of Prohibited
          Transaction Class Exemption 95-60 (“PTCE 95-60”)) and the purchase and holding
          of such Certificates are covered under Sections I and III of PTCE 95-60,
          (e) we
          are acquiring the Certificates for investment for our own account and not
          with a
          view to any distribution of such Certificates (but without prejudice to
          our
          right at all times to sell or otherwise dispose of the Certificates in
          accordance with clause (g) below), (f) we have not offered or sold any
          Certificates to, or solicited offers to buy any Certificates from, any
          person,
          or otherwise approached or negotiated with any person with respect thereto,
          or
          taken any other action which would result in a violation of Section 5 of
          the
          Act, (g) we will not sell, transfer or otherwise dispose of any Certificates
          unless (1) such sale, transfer or other disposition is made pursuant to
          an
          effective registration statement under the Act or is exempt from such
          registration requirements, and if requested, we will at our expense provide
          an
          opinion of counsel satisfactory to the addressees of this Certificate that
          such
          sale, transfer or other disposition may be made pursuant to an exemption
          from
          the

         

        
          
            
            

          

          
            K-1

            
              

            

          

          
            
            

          

        



        Act,
          (2)
          the purchaser or transferee of such Certificate has executed and delivered
          to
          you a certificate to substantially the same effect as this certificate,
          and (3)
          the purchaser or transferee has otherwise complied with any conditions
          for
          transfer set forth in the Pooling and Servicing Agreement and (h) if we
          are a
          corporation purchasing the Certificates in the State of California, we
          have a
          net worth of at least $14,000,000 according to our most recent audited
          financial
          statements.

         

         

        Very
          truly yours,

         

         

        ______________________________

        Print
          Name of Transferee

         

         

        By:
          __________________________

        Authorized
          Officer

         


        
          
            
            

          

          
            K-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          L

         

        FORM
          OF
          RULE 144A LETTER

         

        ____________,
          200__

         

        IndyMac
          MBS, Inc.

        155
          North
          Lake Avenue, 7th Floor

        Pasadena,
          CA  91101

        Attention:  Secondary
          Marketing, Transaction Management

         

        Deutsche
          Bank National Trust Company

        c/o
          DB
          Services Tennessee

        648
          Grassmere Park Road

        Nashville,
          TN 37211-3658

        Attention:
          Transfer Unit, [Series 200 -]

         

        
          	
                   

                	
                  Re:

                	
                  IndyMac
                    MBS, Inc.

                


        

        
          	
                   

                	
                  IndyMac
                    INDX Mortgage Loan Trust
                    2007-AR21IP

                


        

        
          	
                   

                	
                  Mortgage
                    Pass-Through Certificates, Series 200 -,
                    Class

                


        

         

        Ladies
          and Gentlemen:

         

        In
          connection with our acquisition of the above-referenced Certificates we
          certify
          that (a) we understand that the Certificates are not being registered under
          the
          Securities Act of 1933, as amended (the “Act”), or any state securities laws and
          are being transferred to us in a transaction that is exempt from the
          registration requirements of the Act and any such laws, (b) we have such
          knowledge and experience in financial and business matters that we are
          capable
          of evaluating the merits and risks of investments in the Certificates,
          (c) we
          have had the opportunity to ask questions of and receive answers from the
          Depositor concerning the purchase of the Certificates and all matters relating
          thereto or any additional information deemed necessary to our decision
          to
          purchase the Certificates, (d) either (i) we are not an employee benefit
          plan
          that is subject to the Employee Retirement Income Security Act of 1974,
          as
          amended, or a plan or arrangement that is subject to Section 4975 of the
          Internal Revenue Code of 1986, as amended, nor are we acting on behalf
          of any
          such plan or arrangement or using the assets of any such plan or arrangement
          to
          effect such acquisition, or (ii) [in the case of a Certificate that has
          been the
          subject of an ERISA-Qualifying Underwriting] we are purchasing the Certificates
          with funds contained in an “insurance company general account” (as defined in
          Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and
          our purchase and holding of the Certificates satisfy the requirements for
          exemptive relief under Sections I and III of PTCE 95-60, (e) we have not,
          nor
          has anyone acting on our behalf offered, transferred, pledged, sold or
          otherwise
          disposed of the Certificates, any interest in the Certificates or any other
          similar security to, or solicited any offer to buy or accept a transfer,
          pledge
          or other disposition of the Certificates, any interest in the Certificates
          or
          any other similar security from, or otherwise approached or negotiated
          with
          respect to the Certificates, any interest in the Certificates or any other
          similar security with, any person in any manner, or made any general
          solicitation by means of general advertising or in any other manner, or
          taken
          any other action, that would constitute a distribution of the Certificates
          under
          the Act or that would render the disposition of the Certificates a violation
          of
          Section 5 of the Act or require registration pursuant thereto, nor will
          act, nor
          has authorized or will authorize any person to act, in such manner with
          respect
          to the Certificates, (f) we are a “qualified institutional buyer” as that term
          is defined in Rule 144A under the Act (“Rule 144A”) and have

         


        
          
            
            

          

          
            L-1

            
              

            

          

          
            
            

          

        


        completed
          either of the forms of certification to that effect attached hereto as
          Annex 1
          or Annex 2, (g) we are aware that the sale to us is being made in reliance
          on
          Rule 144A, (h) we are acquiring the Certificates for our own account or
          for
          resale pursuant to Rule 144A and further, understand that such Certificates
          may
          be resold, pledged or transferred only (A) to a person reasonably believed
          to be
          a qualified institutional buyer that purchases for its own account or for
          the
          account of a qualified institutional buyer to whom notice is given that
          the
          resale, pledge or transfer is being made in reliance on Rule 144A, or (B)
          pursuant to another exemption from registration under the Act and (i) if
          we are
          a corporation purchasing the Certificates in the State of California, we
          have a
          net worth of at least $14,000,000 according to our most recent audited
          financial
          statements.

         

         

        Very
          truly yours,

         

         

        _______________________

        Print
          Name of Transferee

         

         

        By:_______________________

        Authorized
          Officer

         


        
          
            
            

          

          
            L-2

            
              

            

          

          
            
            

          

        


        ANNEX
          1
          TO EXHIBIT L

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees Other Than Registered Investment Companies]

         

        The
          undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
          the Rule 144A Transferee Certificate to which this certification relates
          with
          respect to the Certificates described therein:

         

        1.  As
          indicated below, the undersigned is the President, Chief Financial Officer,
          Senior Vice President or other executive officer of the Buyer.

         

        2.  In
          connection with purchases by the Buyer, the Buyer is a “qualified institutional
          buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
          as
          amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
          discretionary basis
          $            1 in
          securities (except for the excluded securities referred to below) as of
          the end
          of the Buyer’s most recent fiscal year (such amount being calculated in
          accordance with Rule 144A and (ii) the Buyer satisfies the criteria in
          the
          category marked below.

         

        ___           Corporation,
          etc.  The Buyer is a corporation (other than a bank, savings and
          loan association or similar institution), Massachusetts or similar business
          trust, partnership, or charitable organization described in Section 501(c)(3)
          of
          the Internal Revenue Code of 1986, as amended.

         

        ___           Bank.  The
          Buyer (a) is a national bank or banking institution organized under the
          laws of
          any State, territory or the District of Columbia, the business of which
          is
          substantially confined to banking and is supervised by the State or territorial
          banking commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000 as
          demonstrated in its latest annual financial statements, a copy of which is
          attached hereto.

         

        ___           Savings
          and Loan.  The Buyer (a) is a savings and loan association,
          building and loan association, cooperative bank, homestead association
          or
          similar institution, which is supervised and examined by a State or Federal
          authority having supervision over any such institutions or is a foreign
          savings
          and loan association or equivalent institution and (b) has an audited net
          worth
          of at least $25,000,000 as demonstrated in its latest annual financial
          statements, a copy of which is attached hereto.

         

        ___           Broker-dealer.  The
          Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange
          Act of 1934.

         

        ___           Insurance
          Company.  The Buyer is an insurance company whose primary and
          predominant business activity is the writing of insurance or the reinsuring
          of
          risks underwritten by insurance companies and which is subject to supervision
          by
          the

         

         

        
          	 	 


        

          
          
            	
                    1

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

                  


          

        


        
          
            
            

          

          
            L-3

            
              

            

          

          
            
            

          

        


        insurance
          commissioner or a similar official or agency of a State, territory or the
          District of Columbia.

         

        ___           State
          or Local Plan.  The Buyer is a plan established and maintained by
          a State, its political subdivisions, or any agency or instrumentality of
          the
          State or its political subdivisions, for the benefit of its
          employees.

         

        ___           ERISA
          Plan.  The Buyer is an employee benefit plan within the meaning of
          Title I of the Employee Retirement Income Security Act of 1974.

         

        ___           Investment
          Advisor.  The Buyer is an investment advisor registered under the
          Investment Advisors Act of 1940.

         

        ___           Small
          Business Investment Company.  Buyer is a small business investment
          company licensed by the U.S. Small Business Administration under Section
          301(c)
          or (d) of the Small Business Investment Act of 1958.

         

        ___           Business
          Development Company.  Buyer is a business development company as
          defined in Section 202(a)(22) of the Investment Advisors Act of
          1940.

         

        3.  The
          term “securities” as used herein does not include (i) securities of issuers that
          are affiliated with the Buyer, (ii) securities that are part of an unsold
          allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii)
          securities issued or guaranteed by the U.S. or any instrumentality thereof,
          (iv)
          bank deposit notes and certificates of deposit, (v) loan participations,
          (vi)
          repurchase agreements, (vii) securities owned but subject to a repurchase
          agreement and (viii) currency, interest rate and commodity swaps.

         

        4.  For
          purposes of determining the aggregate amount of securities owned and/or
          invested
          on a discretionary basis by the Buyer, the Buyer used the cost of such
          securities to the Buyer and did not include any of the securities referred
          to in
          the preceding paragraph, except (i) where the Buyer reports its securities
          holdings in its financial statements on the basis of their market value,
          and
          (ii) no current information with respect to the cost of those securities
          has
          been published.  If clause (ii) in the preceding sentence applies, the
          securities may be valued at market.  Further, in determining such
          aggregate amount, the Buyer may have included securities owned by subsidiaries
          of the Buyer, but only if such subsidiaries are consolidated with the Buyer
          in
          its financial statements prepared in accordance with generally accepted
          accounting principles and if the investments of such subsidiaries are managed
          under the Buyer’s direction.  However, such securities were not
          included if the Buyer is a majority-owned, consolidated subsidiary of 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.

         


        
          
            
            

          

          
            L-4

            
              

            

          

          
            
            

          

        


        
           

          
            	
                     

                  	
                    _____________________________________________

                  


          

          
            	
                     

                  	
                    Print
                      Name of Buyer

                  


          

           

           

          
            	
                     

                  	
                    By:__________________________________________

                  


          

          
            	
                     

                  	
                    Name:

                  


          

          
            	
                     

                  	
                    Title:

                  


          

           

        

         

        
          	 	
                  _______________________________________

                  Date:

                


        


        
          
            
            

          

          
            L-5

            
              

            

          

          
            
            

          

        


        ANNEX
          2
          TO EXHIBIT L

         

        QUALIFIED
          INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

         

        [For
          Transferees That are Registered Investment Companies]

         

        The
          undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
          the Rule 144A Transferee Certificate to which this certification relates
          with
          respect to the Certificates described therein:

         

        1.  As
          indicated below, the undersigned is the President, Chief Financial Officer
          or
          Senior Vice President of the Buyer or, if the Buyer is a “qualified
          institutional buyer” as that term is defined in Rule 144A under the Securities
          Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
          Investment Companies (as defined below), is such an officer of the
          Adviser.

         

        2.  In
          connection with purchases by Buyer, the Buyer is a “qualified institutional
          buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
          company registered under the Investment Company Act of 1940, as amended
          and (ii)
          as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
          owned at least $100,000,000 in securities (other than the excluded securities
          referred to below) as of the end of the Buyer’s most recent fiscal
          year.  For purposes of determining the amount of securities owned by
          the Buyer or the Buyer’s Family of Investment Companies, the cost of such
          securities was used, except (i) where the Buyer or the Buyer’s Family of
          Investment Companies reports its securities holdings in its financial statements
          on the basis of their market value, and (ii) no current information with
          respect
          to the cost of those securities has been published.  If clause (ii) in
          the preceding sentence applies, the securities may be valued at
          market.

         

        ___           The
          Buyer owned
          $             in
          securities (other than the excluded securities referred to below) as of
          the end
          of the Buyer’s most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

         

        ___           The
          Buyer is part of a Family of Investment Companies which owned in the aggregate
          $          in securities
          (other than the excluded securities referred to below) as of the end of
          the
          Buyer’s most recent fiscal year (such amount being calculated in accordance with
          Rule 144A).

         

        3.  The
          term “Family of Investment Companies” as used herein means two or more
          registered investment companies (or series thereof) that have the same
          investment adviser or investment advisers that are affiliated (by virtue
          of
          being majority owned subsidiaries of the same parent or because one investment
          adviser is a majority owned subsidiary of the other).

         

        4.  The
          term “securities” as used herein does not include (i) securities of
          issuers that are affiliated with the Buyer or are part of the Buyer’s Family of
          Investment Companies, (ii) securities issued or guaranteed by the U.S.
          or any
          instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
          (iv) loan participations, (v) repurchase agreements, (vi) securities owned
          but
          subject to a repurchase agreement and (vii) currency, interest rate and
          commodity swaps.

         

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

         


        
          
            
            

          

          
            L-6

            
              

            

          

          
            
            

          

        


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

         

        
          
             

            
              	
                       

                    	
                      _____________________________________________

                    


            

            
              	
                       

                    	
                      Print
                        Name of Buyer

                    


            

             

             

            
              	
                       

                    	
                      By:__________________________________________

                    


            

            
              	
                       

                    	
                      Name:

                    


            

            
              	
                       

                    	
                      Title:

                    


            

             

          

           

          
            	 	
                    _______________________________________

                    Date:

                  


          

        


        
          
            
            

          

          
            L-7

            
              

            

          

          
            
            

          

        


        EXHIBIT
          M

         

        REQUEST
          FOR RELEASE

         

        (for
          Trustee)

         

        IndyMac
          MBS, Inc.

        IndyMac
          INDX Mortgage Loan Trust 2007-AR21IP

        Mortgage
          Pass-Through Certificates

        Series
          200_-_

         

        
          	
                  Loan
                    Information

                
	 	 	 
	 	
                  Name
                    of Mortgagor:

                	 	 
	 	 	 
	 	
                  Servicer

                  Loan
                    No.:

                	 	 
	 	 	 
	
                  Trustee

                
	 	 	 
	 	
                  Name:

                	 	 
	 	 	 
	 	
                  Address:

                	 	 
	 	 	 
	 	 	 
	 
	
                  Trustee

                  Mortgage
                    File No.:

                
	 	 	 


        

        The
          undersigned Servicer hereby acknowledges that it has received from Deutsche
          Bank
          National Trust Company, as Trustee for the Holders of Mortgage Pass-Through
          Certificates, of the above-referenced Series, the documents referred to
          below
          (the “Documents”).  All capitalized terms not otherwise defined in
          this Request for Release shall have the meanings given them in the Pooling
          and
          Servicing Agreement (the “Pooling and Servicing Agreement”) relating to the
          above-referenced Series among the Trustee, IndyMac Bank, F.S.B., as Seller
          and
          Servicer and IndyMac MBS, Inc., as Depositor.

         

        
          	
                  ( )

                	
                  Mortgage
                    Note dated
                               ,
                    20 , in the original principal sum of
                    $         , made by
                                     .
                    payable to, or endorsed to the order of, the
                    Trustee.

                


        

         

        
          	
                  ( )

                	
                  Mortgage
                    recorded on
                                    
                    as instrument no.
                                        
                    in the County Recorder’s Office of the County of
                                      ,
                    State of
                                  
                    in book/reel/docket
                                    
                    of official records at page/image
                                   .

                


        

         

        
          	
                  ( )

                	
                  Deed
                    of Trust recorded on
                                      
                    as instrument no.
                                    
                    in the County Recorder’s Office of the County of
                                   ,
                    State of
                                  
                    in book/reel/docket
                                  
                    of official records at page/image
                                   .

                


        

         

        
          	
                  ( )

                	
                  Assignment
                    of Mortgage or Deed of Trust to the Trustee, recorded on
                                    
                    as instrument no.
                                
                    in the County Recorder’s Office of the County of
                             , State of
                                    
                    in book/reel/docket
                                  
                    of official records at page/image
                                  .

                


        

         


        
          
            
            

          

          
            M-1

            
              

            

          

          
            
            

          

        


        
          	
                  ( )

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

                


        

         

        
          	
                  
                    ( )

                  

                	
                   

                


        

         

        
          	
                  
                    ( )

                  

                	
                   

                


        

         

        
          	
                  
                    ( )

                  

                	
                   

                


        

         

        
          	
                  
                    ( )

                  

                	
                   

                


        

         

        The
          undersigned Servicer hereby acknowledges and agrees as follows:

         

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

         

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

         

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

         

        (4)           The
          Documents and any proceeds thereof, including any proceeds of proceeds,
          coming
          into the possession or control of the Servicer shall at all times be earmarked
          for the account of the Trustee, and the Servicer shall keep the Documents
          and
          any proceeds separate and distinct from all other property in the Servicer’s
          possession, custody or control.

         

         

        
          	
                   

                	
                  INDYMAC
                    BANK, F.S.B.

                


        

         

         

        
          	
                   

                	
                  By:
                    ________________________________

                


        

        
          	
                   

                	
                  Name:

                


        

        
          	
                   

                	
                  Title:

                


        

         

        Date:
                          ,
          20

         


        
          
            
            

          

          
            M-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N

         

        REQUEST
          FOR RELEASE OF DOCUMENTS

         

        
          	
                  To:

                	
                  Deutsche
                    Bank National Trust Company

                


        

         

        
          	
                  Attn:

                	
                  Mortgage
                    Custody Services

                


        

         

        
          	
                  Re:

                	
                  The
                    Pooling and Servicing Agreement dated October 1, 2007 among
                    IndyMac

                


          	 	
                  Bank,
                    F.S.B. as Servicer, Inc, IndyMac MBS, Inc. 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 MBS, Inc., we request the release of the Mortgage Loan File
          for the
          Mortgage Loan(s) described below, for the reason indicated.

         

        FT
          Account
          #:                                           Pool
          #:

         

        Mortgagor’s
          Name, Address and Zip Code:

         

        Mortgage
          Loan Number:

         

        Reason
          for Requesting Documents (check one)

         

        
          	
                  _______1.

                	
                  Mortgage
                    Loan paid in full (IndyMac hereby certifies that all amounts
                    have been
                    received.)

                
	 	 
	
                  _______2.

                	
                  Mortgage
                    Loan Liquidated (IndyMac hereby certifies that all proceeds of
                    foreclosure, insurance, or other liquidation have been finally
                    received.)

                
	 	 
	
                  _______3.

                	
                  Mortgage
                    Loan in Foreclosure.

                
	 	 
	
                  _______4.

                	
                  Other
                    (explain): ____________________________________

                
	 	 


        

        If
          item 1
          or 2 above is checked, and if all or part of the Mortgage File was previously
          released to us, please release to us our previous receipt on file with
          you, as
          well as an additional documents in your possession relating to the
          above-specified Mortgage Loan.  If item 3 or 4 is checked, upon return
          of all of the above documents to you as Trustee, please acknowledge your
          receipt
          by signing in the space indicated below, and returning this form.

         


        
          
            
            

          

          
            N-1

            
              

            

          

          
            
            

          

        


        INDYMAC
          BANK, F.S.B.

        888
          East
          Walnut Street

        Pasadena,
          CA  91101-7211

         

        By:________________________

        Name:______________________

        Title:____________________

        Date:______________________

         

        TRUSTEE
          CONSENT TO RELEASE AND

        ACKNOWLEDGEMENT
          OF RECEIPT

         

        By:________________________

        Name:______________________

        Title:____________________

        Date:______________________

         


        
          
            
            

          

          
            N-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          O-1

         

        FORM
          OF
          CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

         

        Re:         IndyMac
          MBS, Inc.

        IndyMac
          INDX Mortgage Loan Trust 200_-  , Series 200_- __

        


        I,
          [identify the certifying individual], certify that:

         

        1.           I
          have reviewed this report on Form 10-K and all reports on Form 10-D required
          to
          be filed in respect of the period covered by this report on Form 10-K of
          IndyMac
          INDX Mortgage Loan Trust 200 -   , Series
          200 -    (the “Exchange Act periodic reports”);

         

        2.           Based
          on my knowledge, the Exchange Act periodic reports, taken as a whole, does
          not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in light of the circumstances under
          which
          such statements were made, not misleading with respect to the period covered
          by
          this report;

         

        3.           Based
          on my knowledge, the distribution, servicing and other information required
          to
          be provided under Form 10-D for the period covered by this report is included
          in
          the Exchange Act periodic reports;

         

        4.           Based
          on my knowledge and the servicer compliance statement required in this
          report
          under Item 1123 of Regulation AB and except as disclosed in the Exchange
          Act
          periodic reports, the servicer has fulfilled its obligations under the
          servicing
          agreement in all material respects; and

         

        5.           All
          of the reports on assessment of compliance with servicing criteria for
          asset-backed securities and their related attestation reports on assessment
          of
          compliance with servicing criteria for asset-backed securities required
          to be
          included in this report in accordance with Item 1122 of Regulation AB and
          Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to
          this
          report, except as otherwise disclosed in this report.  Any material
          instances of noncompliance described in such reports have been disclosed
          in this
          report on Form 10-K.

         

        In
          giving
          the certifications above, I have reasonably relied on information provided
          to me
          by the following unaffiliated parties: Deutsche Bank National Trust
          Company.

         

        Date:
          __________________

         

        
          	 	 
	 	
                  [Signature]

                  [Title]

                


        

        


         


        
          
            
            

          

          
            O-1-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          O-2

         

        


         

        TRUSTEE’S
          OFFICER’S CERTIFICATE

         

        


        I,
          ____________________, a duly elected and acting officer of Deutsche Bank
          National Trust Company (the “Trustee”) hereby certify as follows:

         

        Reference
          is hereby made to the Pooling and Servicing Agreement dated as of October
          1,
          2007 (the “Pooling Agreement”) by and among IndyMac Bank, F.S.B., as seller and
          servicer, IndyMac MBS, Inc., as depositor and Deutsche Bank National Trust
          Company, as trustee, pursuant to which was created the IndyMac INDX Mortgage
          Loan Trust 200 -   , Series 200 -   
(the “Trust”). Capitalized terms used herein but not defined shall have the
          meanings assigned to them in the Pooling Agreement.

         

        1.           I
          am an authorized officer of the Trustee and I have reviewed this annual
          report
          on Form 10-K and all reports on Form 10-D required to be filed in respect
          of the
          period covered by this report on Form 10-K of IndyMac INDX Mortgage Loan
          Trust
          200 -   , Series 200 -    (the “Exchange
          Act Periodic Reports”);

         

        2.           For
          purposes of this certificate, “Relevant Information” means the information in
          the report on assessment of the Trustee’s compliance with the servicing criteria
          set forth in Item 1122(d) of Reg AB (the “Servicing Assessment”), the registered
          public accounting firm’s attestation provided in accordance with Rules 13a-18
          and 15d-18 under the Exchange Act and Section 1122(b) of Reg AB ( the
“Attestation Report”) applicable to the Trustee and the Monthly Statements
          (excluding information provided, or based on information provided, by the
          Servicer or any servicer) and those items in Exhibit S attached to the
          Pooling
          and Servicing Agreement which indicate the 4.03 statement or the Trustee
          as the
          responsible party during the Relevant Year. Based on my knowledge, the
          Relevant
          Information, taken as a whole, does not contain any untrue statement of
          a
          material fact or omit to state a material fact necessary to make the statements
          made, in light of the circumstances under which such statements were made,
          not
          misleading with respect to the period covered by this annual report;
          and

         

        3.           Based
          on my knowledge, the distribution information required to be provided by
          the
          Trustee under the Pooling and Servicing Agreement is included in the Monthly
          Statements.

         

        4.           I
          am responsible for reviewing the activities performed by the Trustee, as
          servicer under the Pooling Agreement during the Relevant Year. Based upon
          the
          review required by the Pooling Agreement and except as disclosed in the
          Servicing Assessment or Attestation Report, to the best of my knowledge,
          the
          Trustee has fulfilled its obligations under the Pooling Agreement throughout
          the
          Relevant Year. Relevant Year shall mean 200__.

         

        DATED
          as
          of _____________, 200____.

         

        By:      _____________________________

        Name:

        Title:

         


        
          
            
            

          

          
            O-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P

         

        [RESERVED]

         


        
          
            
            

          

          
            P-1

            
              

            

          

          
            
            

          

        

         

        


        EXHIBIT
          Q

         

        MONTHLY
          STATEMENT

         

        FORM
          10-D, FORM 8-K AND FORM 10-K

        REPORTING
          RESPONSIBILITY

        


        As
          to
          each item described below, the entity indicated as the Responsible Party
          shall
          be primarily responsible for reporting the information to the Trustee pursuant
          to Section 3.24(e).  If the Trustee is indicated below as to any item,
          then the Trustee is primarily responsible for obtaining that
          information.

        


        Under
          Item 1 of Form 10-D: a) items marked “4.03 statement” are required to be
          included in the periodic Distribution Date statement under Section 4.03,
          provided by the Trustee based on information received from the Servicer;
          and b)
          items marked “Form 10-D report” are required to be in the Form 10-D report but
          not the 4.03 statement, provided by the party indicated.  Information
          under all other Items of Form 10-D is to be included in the Form 10-D
          report.

         

        
          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Responsible
                      Party

                  
	
                    10-D

                  	
                    Must
                      be filed within 15 days of the distribution date for the mortgage-backed
                      securities.

                  
	
                    1

                  	
                    Distribution
                      and Pool Performance Information

                  	 
	
                    Item
                      1121(a) – Distribution and Pool Performance
                      Information

                  	 
	
                    (1)
                      Any applicable record dates, accrual dates, determination dates
                      for
                      calculating distributions and actual distribution dates for
                      the
                      distribution period.

                  	
                    4.03
                      statement

                  
	
                    (2)
                      Cash flows received and the sources thereof for distributions,
                      fees and
                      expenses.

                  	
                    4.03
                      statement

                  
	
                    (3)
                      Calculated amounts and distribution of the flow of funds for
                      the period
                      itemized by type and priority of payment, including:

                  	
                    4.03
                      statement

                  
	
                    (i)
                      Fees or expenses accrued and
                      paid, with an identification of the general purpose of such
                      fees and the
                      party receiving such fees or expenses.

                  	
                    4.03
                      statement

                  
	
                    (ii)
                      Payments accrued or paid
                      with respect to enhancement or other support identified in
                      Item 1114 of
                      Regulation AB (such as insurance premiums or other enhancement
                      maintenance
                      fees), with an identification of the general purpose of such
                      payments and
                      the party receiving such payments.

                  	
                    4.03
                      statement

                  
	
                    (iii)
                      Principal, interest and
                      other distributions accrued and paid on the mortgage-backed
                      securities by
                      type and by class or series and any principal or interest shortfalls
                      or
                      carryovers.

                  	
                    4.03
                      statement

                  
	
                    (iv)
                      The amount of excess cash
                      flow or excess spread and the disposition of excess cash
                      flow.

                  	
                    4.03
                      statement

                  
	
                    (4)
                      Beginning and ending principal balances of the mortgage-backed
                      securities.

                  	
                    4.03
                      statement

                  
	
                    (5)
                      Interest rates applicable to the pool assets and the mortgage-backed
                      securities, as applicable.

                  	
                    4.03
                      statement

                  


          

          



          
            
              
              

            

            
              Q-1

              
                

              

            

            
              
              

            

          


          


          
            	 	 	
                    (6)
                      Beginning and ending balances of transaction accounts, such
                      as reserve
                      accounts, and material account activity during the period.

                  	
                    4.03
                      statement

                  
	
                    (7)
                      Any amounts drawn on any credit enhancement or other support
                      identified in
                      Item 1114 of Regulation AB, as applicable, and the amount of
                      coverage
                      remaining under any such enhancement, if known and
                      applicable.

                  	
                    4.03
                      statement

                  
	
                    (8)
                      Number and amount of pool assets at the beginning and ending
                      of each
                      period, and updated pool composition information, such as weighted
                      average
                      coupon, weighted average life, weighted average remaining term,
                      pool
                      factors and prepayment amounts.

                  	
                    4.03
                      statement

                     

                    Updated
                      pool composition information fields to be as specified by Depositor
                      from
                      time to time

                  
	
                    (9)
                      Delinquency and loss information for the period.

                     

                    In
                      addition, describe any material changes to the information
                      specified in
                      Item 1100(b)(5) of Regulation AB regarding the pool
                      assets.

                  	
                    4.03
                      statement.

                     

                     

                    Form
                      10-D report: Servicer

                  
	
                    (10)
                      Information on the amount, terms and general purpose of any
                      advances made
                      or reimbursed during the period, including the general use
                      of funds
                      advanced and the general source of funds for
                      reimbursements.

                  	
                    4.03
                      statement

                  
	
                    (11)
                      Any material modifications, extensions or waivers to pool asset
                      terms,
                      fees, penalties or payments during the distribution period
                      or that have
                      cumulatively become material over time.

                  	
                    Form
                      10-D report: Servicer

                  
	
                    (12)
                      Material breaches of pool asset representations or warranties
                      or
                      transaction covenants.

                  	
                    Form
                      10-D report: Trustee (based on actual knowledge to the extent
                      not notified
                      by the Servicer or the Depositor)and Depositor (to the extent
                      of actual
                      knowledge)

                  
	
                    (13)
                      Information on ratio, coverage or other tests used for determining
                      any
                      early amortization, liquidation or other performance trigger
                      and whether
                      the trigger was met.

                  	
                    4.03
                      statement

                  
	
                    (14)
                      Information regarding any new issuance of mortgage-backed securities
                      backed by the same asset pool,

                     

                    [information
                      regarding] any pool asset changes (other than in connection
                      with a pool
                      asset converting into cash in accordance with its terms),

                  	
                    Form
                      10-D report: Depositor

                     

                     

                    Form
                      10-D report: Servicer

                     

                  


          

          



          
            
              
              

            

            
              Q-2

              
                

              

            

            
              
              

            

          


          


          
            	 	 	
                    such
                      as additions or removals in connection with a pre-funding or
                      revolving
                      period and pool asset substitutions and repurchases (and purchase
                      rates,
                      if applicable), and cash flows available for future purchases,
                      such as the
                      balances of any pre-funding or revolving accounts, if
                      applicable.

                     

                    Disclose
                      any material changes in the solicitation, credit-granting,
                      underwriting,
                      origination, acquisition or pool selection criteria or procedures,
                      as
                      applicable, used to originate, acquire or select the new pool
                      assets.

                  	
                     

                     

                     

                     

                     

                     

                     

                     

                    Form
                      10-D report: Servicer

                  
	
                    Item
                      1121(b) – Pre-Funding or Revolving Period Information

                     

                    Updated
                      pool information as required under Item 1121(b).

                  	
                    N/A

                  
	
                    2

                  	
                    Legal
                      Proceedings

                  	 
	
                    Item
                      1117 – Legal proceedings pending against the following entities, or
                      their
                      respective property, that is material to Certificateholders,
                      including
                      proceedings known to be contemplated by governmental
                      authorities:

                     

                    Sponsor
                      (Seller)

                     

                    Depositor

                     

                    Trustee

                     

                    Issuing
                      entity

                     

                    Servicer,
                      affiliated Servicer, other Servicer servicing 20% or more of
                      pool assets
                      at time of report, other material servicers

                     

                    Originator
                      of 20% or more of pool assets as of the Cut-off Date

                     

                    Custodian

                  	
                     

                     

                     

                    Seller

                     

                    Depositor

                     

                    Trustee

                     

                    Depositor

                     

                    Servicer

                     

                     

                    Seller

                     

                    Trustee

                  
	
                    3

                  	
                    Sales
                      of Securities and Use of Proceeds

                  	 
	
                    Information
                      from Item 2(a) of Part II of Form 10-Q:

                     

                    With
                      respect to any sale of securities by the sponsor, depositor
                      or issuing
                      entity, that are backed by the same asset pool or are otherwise
                      issued by
                      the issuing entity, whether or not registered, provide the
                      sales and use
                      of proceeds information in Item 701 of Regulation S-K.  Pricing
                      information can be omitted if securities were not
                      registered.

                  	
                     

                     

                     

                    Depositor

                  


          

          



          
            
              
              

            

            
              Q-3

              
                

              

            

            
              
              

            

          


          


          
            	 	
                    4

                  	
                    Defaults
                      Upon Senior Securities

                  	 
	
                    Information
                      from Item 3 of Part II of Form 10-Q:

                     

                    Report
                      the occurrence of any Event of Default (after expiration of
                      any grace
                      period and provision of any required notice)

                  	
                     

                     

                     

                    Trustee

                  
	
                    5

                  	
                    Submission
                      of Matters to a Vote of Security Holders

                  	 
	
                    Information
                      from Item 4 of Part II of Form 10-Q

                  	
                    Party
                      submitting the matter to Holders for vote

                  
	
                    6

                  	
                    Significant
                      Obligors of Pool Assets

                  	 
	
                    Item
                      1112(b) –Significant Obligor Financial
                      Information*

                  	
                    N/A

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Item.

                  	 
	
                    7

                  	
                    Significant
                      Enhancement Provider Information

                  	 
	
                    Item
                      1114(b)(2) – Credit Enhancement Provider Financial
                      Information*

                     

                    Determining
                      applicable disclosure threshold

                     

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                    Depositor

                     

                     

                     

                     

                  
	
                    Item
                      1115(b) – Derivative Counterparty Financial Information*

                     

                    Determining
                      current maximum probable exposure

                     

                    Determining
                      current significance percentage

                     

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                    Depositor

                     

                     

                     

                     

                     

                  
	
                    *This
                      information need only be reported on the Form 10-D for the
                      distribution
                      period in which updated information is required pursuant to
                      the
                      Items.

                  	 
	
                    8

                  	
                    Other
                      Information

                  	 
	
                    Disclose
                      any information required to be reported on Form 8-K during
                      the period
                      covered by the Form 10-D but not reported

                  	
                    The
                      Responsible Party for the applicable Form 8-K item as indicated
                      below

                  
	
                    9

                  	
                    Exhibits

                  	 
	
                    Distribution
                      report

                  	
                    Trustee

                  
	
                    Exhibits
                      required by Item 601 of Regulation S-K, such as material
                      agreements

                  	
                    Depositor

                  


          

          



          
            
              
              

            

            
              Q-4

              
                

              

            

            
              
              

            

          


          


          
            	
                    8-K

                  	
                    Must
                      be filed within four business days of an event reportable on
                      Form
                      8-K.

                  
	
                    1.01

                  	
                    Entry
                      into a Material Definitive Agreement

                  	 
	
                    Disclosure
                      is required regarding entry into or amendment of any definitive
                      agreement
                      that is material to the securitization, even if depositor is
                      not a
                      party.

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

                    Note:
                      disclosure not required as to definitive agreements that are
                      fully
                      disclosed in the prospectus

                  	
                    Servicer;
                      or any of the following that is a party to the agreement if
                      Servicer is
                      not: Trustee, Sponsor, Depositor

                  
	
                    1.02

                  	
                    Termination
                      of a Material Definitive Agreement

                  	 
	
                    Disclosure
                      is required regarding termination of  any definitive agreement
                      that is material to the securitization (other than expiration
                      in
                      accordance with its terms), even if depositor is not a party.

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

                  	
                    Servicer;
                      or any of the following that is a party to the agreement if
                      Servicer is
                      not: Trustee, Sponsor, Depositor

                  
	
                    1.03

                  	
                    Bankruptcy
                      or Receivership

                  	 
	
                    Disclosure
                      is required regarding the bankruptcy or receivership, if known
                      to the
                      Depositor, with respect to any of the following:

                     

                    Sponsor
                      (Seller), Depositor, Servicer, affiliated Servicer, other Servicer
                      servicing 20% or more of pool assets at time of report, other
                      material
                      servicers, Trustee, significant obligor, credit enhancer (10%
                      or more),
                      derivatives counterparty

                  	
                    Depositor

                  
	
                    2.04

                  	
                    Triggering
                      Events that Accelerate or Increase a Direct Financial Obligation
                      or an
                      Obligation under an Off-Balance Sheet Arrangement

                  	 
	
                    Includes
                      an early amortization, performance trigger or other event,
                      including event
                      of default, that would materially alter the payment priority/distribution
                      of cash flows/amortization schedule.

                     

                    Disclosure
                      will be made of events other than waterfall triggers which
                      are disclosed
                      in the 4.03 statement

                  	
                    Servicer/Trustee
                      (to the extent of actual knowledge)

                  
	
                    3.03

                  	
                    Material
                      Modification to Rights of Security Holders

                  	 
	
                    Disclosure
                      is required of any material modification to documents defining
                      the rights
                      of Certificateholders, including the Pooling and Servicing
                      Agreement

                  	
                    Trustee

                  
	
                    5.03

                  	
                    Amendments
                      to Articles of Incorporation or Bylaws; Change in Fiscal
                      Year

                  	 


          

          



          
            
              
              

            

            
              Q-5

              
                

              

            

            
              
              

            

          


          


          
            	 	 	
                    Disclosure
                      is required of any amendment “to the governing documents of the issuing
                      entity”

                  	
                    Depositor

                  
	
                    5.06

                  	
                    Change
                      in Shell Company Status

                  	 
	
                    [Not
                      applicable to ABS issuers]

                  	
                    Depositor

                  
	
                    6.01

                  	
                    ABS
                      Informational and Computational Material

                  	 
	
                    [Not
                      included in reports to be filed under Section 3.18]

                  	
                    Depositor

                  
	
                    6.02

                  	
                    Change
                      of Servicer or Trustee

                  	 
	
                    Requires
                      disclosure of any removal, replacement, substitution or addition
                      of any
                      servicer, affiliated servicer, other servicer servicing 10%
                      or more of
                      pool assets at time of report, other material servicers, certificate
                      administrator or trustee.  Reg AB disclosure about any new
                      servicer or trustee is also required.

                  	
                    Trustee
                      or Servicer

                  
	
                    6.03

                  	
                    Change
                      in Credit Enhancement or Other External Support

                  	 
	
                    Covers
                      termination of any enhancement in manner other than by its
                      terms, the
                      addition of an enhancement, or a material change in the enhancement
                      provided.  Applies to external credit enhancements as well as
                      derivatives.  Reg AB disclosure about any new enhancement
                      provider is also required.

                  	
                    Depositor
                      or Trustee

                  
	
                    6.04

                  	
                    Failure
                      to Make a Required Distribution

                  	
                    Trustee

                  
	
                    6.05

                  	
                    Securities
                      Act Updating Disclosure

                  	 
	
                    If
                      any material pool characteristic differs by 5% or more at the
                      time of
                      issuance of the securities from the description in the final
                      prospectus,
                      provide updated Reg AB disclosure about the actual asset
                      pool.

                  	
                    Depositor

                  
	
                    If
                      there are any new servicers or originators required to be disclosed
                      under
                      Regulation AB as a result of the foregoing, provide the information
                      called
                      for in Items 1108 and 1110 respectively.

                  	
                    Depositor

                  
	
                    7.01

                  	
                    Regulation
                      FD Disclosure

                  	
                    Depositor

                  
	
                    8.01

                  	
                    Other
                      Events

                  	 
	
                    Any
                      event, with respect to which information is not otherwise called
                      for in
                      Form 8-K, that the registrant deems of importance to security
                      holders.

                  	
                    Depositor

                  
	
                    9.01

                  	
                    Financial
                      Statements and Exhibits

                  	
                    The
                      Responsible Party applicable to reportable event

                  
	
                    10-K

                  	
                    Must
                      be filed within 90 days of the fiscal year end for the
                      registrant.

                  
	
                    9B

                  	
                    Other
                      Information

                  	 
	
                    Disclose
                      any information required to be reported on Form 8-K during
                      the fourth
                      quarter covered by the Form 10-K but not reported

                  	
                    The
                      Responsible Party for the applicable Form 8-K item as indicated
                      above

                  
	
                    15

                  	
                    Exhibits
                      and Financial Statement Schedules

                  	 


          

          



          
            
              
              

            

            
              Q-6

              
                

              

            

            
              
              

            

          


          


          
            	 	 	
                    Item
                      1112(b) –Significant Obligor Financial
                      Information

                  	
                    Servicer

                  
	
                    Item
                      1114(b)(2) – Credit Enhancement Provider Financial
                      Information

                     

                    Determining
                      applicable disclosure threshold

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                     

                    Depositor

                     

                     

                  
	
                    Item
                      1115(b) – Derivative Counterparty Financial Information

                     

                    Determining
                      current maximum probable exposure

                     

                    Determining
                      current significance percentage

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                    Depositor

                     

                     

                     

                  
	
                    Item
                      1117 – Legal proceedings pending against the following entities, or
                      their
                      respective property, that is material to Certificateholders,
                      including
                      proceedings known to be contemplated by governmental
                      authorities:

                     

                    Sponsor
                      (Seller)

                     

                    Depositor

                     

                    Trustee

                     

                    Issuing
                      entity

                     

                    Servicer,
                      affiliated Servicer, other Servicer servicing 20% or more of
                      pool assets
                      at time of report, other material servicers

                     

                    Originator
                      of 20% or more of pool assets as of the Cut-off Date

                  	
                     

                     

                     

                    Seller

                     

                    Depositor

                     

                    Trustee

                     

                    Depositor

                     

                    Servicer

                     

                     

                    Servicer

                     

                  
	
                    Item
                      1119 – Affiliations and relationships between the following entities,
                      or
                      their respective affiliates, that are material to
                      Certificateholders:

                     

                    Sponsor
                      (Seller)

                     

                    Depositor

                     

                    Trustee

                     

                    Servicer,
                      affiliated Servicer, other Servicer servicing 20% or more of
                      pool assets
                      at time of report, other

                  	
                     

                     

                     

                     

                     

                    Seller

                     

                    Depositor

                     

                    Trustee
                      (only as to affiliations between the Trustee and
                      such

                  


          

          



          
            
              
              

            

            
              Q-7

              
                

              

            

            
              
              

            

          


          


          
            	 	 	
                    material
                      servicers

                     

                    Originator

                     

                    Credit
                      Enhancer/Support Provider

                     

                    Significant
                      Obligor

                  	
                    other
                      parties listed)

                     

                    Servicer

                     

                     

                     

                    Depositor

                     

                    Depositor

                     

                    Servicer

                  
	
                    Item
                      1122 – Assessment of Compliance with Servicing
                      Criteria

                  	
                    Each
                      Party participating in the servicing function

                  
	
                    Item
                      1123 – Servicer Compliance Statement

                  	
                    Servicer

                  


          

        

        


        
          
            
              
              

            

            
              Q-8

              
                

              

            

            
              
              

            

          

        


        EXHIBIT
          R

         

        FORM
          OF
          PERFORMANCE CERTIFICATION

        (Trustee)

         

        
          	
                   

                	
                  Re:

                	
                  The
                    Pooling and Servicing Agreement dated as of October 1, 2007 (the
                    “Pooling and Servicing Agreement”) among IndyMac
                    MBS, Inc., as Depositor, IndyMac Bank, F.S.B., as Seller and
                    Servicer, and
                    the undersigned, as Trustee (the
                    “Trustee”)

                


        

         

        I,
          ________________________________, the _______________________ of the Trustee
          (the “Trustee”), certify to the Depositor and the
          Servicer, and their officers, with the knowledge and intent that they will
          rely
          upon this certification, that:

         

        (i)           I
          have reviewed the report on assessment of the Trustee’s compliance with the
          servicing criteria set forth in Item 1122(d) of Regulation AB (the
“Servicing Criteria”), provided in accordance with
          Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
          (the
“Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered
          public
          accounting firm’s attestation report provided in accordance with Rules 13a-18
          and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB
          (the
“Attestation Report”), all reports on Form 10-D
          containing statements to certificateholders filed in respect of the period
          included in the year covered by the annual report of the Trust Fund
          (collectively, the “Distribution Date
          Statements”);

         

        (ii)           Assuming
          the accuracy and completeness of the information delivered to the Trustee
          by the
          Servicer as provided in the Pooling and Servicing Agreement and subject
          to
          paragraph (iv) below, to its knowledge the distribution information determined
          by the Trustee and set forth in the Distribution Date Statements contained
          in
          all Form 10-D’s included in the year covered by the annual report of such Trust
          on Form 10-K for the calendar year 200[  ], is complete and does not
          contain any material misstatement of fact as of the last day of the period
          covered by such annual report;

         

        (iii)           Based
          solely on the information delivered to the Trustee by the Servicer as provided
          in the Pooling and Servicing Agreement, the distribution information required
          under the Pooling and Servicing Agreement to be contained in the Trust
          Fund’s
          Distribution Date Statements is included in such Distribution Date
          Statements;

         

        (iv)           The
          Trustee is not certifying as to the accuracy, completeness or correctness
          of the
          information which it received from the Servicer and did not independently
          verify
          or confirm the accuracy, completeness or correctness of the information
          provided
          by the Servicer;

         

        (v)           I
          am responsible for reviewing the activities performed by the Trustee as
          a person
“performing a servicing function” under the Pooling and Servicing Agreement, and
          based on my knowledge and the compliance review conducted in preparing
          the
          Servicing Assessment and except as disclosed in the Servicing Assessment
          or the
          Attestation Report, the Trustee has fulfilled its obligations under the
          Pooling
          and Servicing Agreement; and

         

        (vi)           The
          Servicing Assessment and Attestation Report required to be provided by
          the
          Trustee and by Subcontractor, if any, pursuant to the Pooling and Servicing
          Agreement, have been provided to the Servicer and the Depositor.  Any
          material instances of noncompliance described in such reports have been
          disclosed to the Servicer and the Depositor.  Any material instance of
          noncompliance with the Servicing Criteria has been disclosed in such
          reports.

         


        
          
            
            

          

          
            R-1

            
              

            

          

          
            
            

          

        

         

        
 

        
          	 	Date:    _________________________
	 	 
	 	By:  ________________________________
	 	     Name:
	 	     Title:


        

                                                      


        
          
            
            

          

          
            R-2

            
              

            

          

          
            
            

          

        


        EXHIBIT
          S

         

        FORM
          OF
          SERVICING CRITERIA TO BE ADDRESSED IN

        ASSESSMENT
          OF COMPLIANCE STATEMENT

         

        


         

        Key:

        X
          - obligation

        


        


        Where
          there are multiple checks for criteria the attesting party will identify
          in
          their management assertion that they are attesting only to the portion
          of the
          distribution chain they are responsible for in the related transaction
          agreements.

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                   Servicer

                	
                  Trustee

                	
                  Notes

                
	
                  1122(d)(1)(i)

                	
                  Policies
                    and procedures are instituted to monitor any performance or other
                    triggers
                    and events of default in accordance with the transaction
                    agreements.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(1)(ii)

                	
                  If
                    any material servicing activities are outsourced to third parties,
                    policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(1)(iii)

                	
                  Any
                    requirements in the transaction agreements to maintain a back-up
                    servicer
                    for the Pool Assets are maintained.

                	 	 	
                  NA

                
	
                  1122(d)(1)(iv)

                	
                  A
                    fidelity bond and errors and omissions policy is in effect on
                    the party
                    participating in the servicing function throughout the reporting
                    period in
                    the amount of coverage required by and otherwise in accordance
                    with the
                    terms of the transaction agreements.

                	
                  X

                	 	 


        

        



        
          
            
            

          

          
            S-1

            
              

            

          

          
            
            

          

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Primary
                    Servicer

                	
                  Trustee

                	
                  Notes

                
	
                  1122(d)(2)(i)

                	
                  Payments
                    on pool assets are deposited into the appropriate custodial bank
                    accounts
                    and related bank clearing accounts no more than two business
                    days
                    following receipt, or such other number of days specified in
                    the
                    transaction agreements.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(ii)

                	
                  Disbursements
                    made via wire transfer on behalf of an obligor or to an investor
                    are made
                    only by authorized personnel.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(iii)

                	
                  Advances
                    of funds or guarantees regarding collections, cash flows or distributions,
                    and any interest or other fees charged for such advances, are
                    made,
                    reviewed and approved as specified in the transaction
                    agreements.

                	
                  X

                	 	 
	
                  1122(d)(2)(iv)

                	
                  The
                    related accounts for the transaction, such as cash reserve accounts
                    or
                    accounts established as a form of over collateralization, are
                    separately
                    maintained (e.g., with respect to commingling of cash) as set
                    forth in the
                    transaction agreements.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(v)

                	
                  Each
                    custodial account is maintained at a federally insured depository
                    institution as set forth in the transaction agreements. For purposes
                    of
                    this criterion, “federally insured depository institution” with respect to
                    a foreign financial institution means a foreign financial institution
                    that
                    meets the requirements of Rule 13k-1(b)(1) of the Securities
                    Exchange
                    Act.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  X

                	 	 
	
                  1122(d)(2)(vii)

                	
                  Reconciliations
                    are prepared on a monthly basis for all asset-backed securities
                    related
                    bank accounts, including custodial accounts and related bank
                    clearing
                    accounts. These reconciliations are (A) mathematically accurate;
                    (B)
                    prepared within 30 calendar days after the bank statement cutoff
                    date, or
                    such other number of days specified in the transaction agreements;
                    (C)
                    reviewed and approved by someone other than the person who prepared
                    the
                    reconciliation; and (D) contain explanations for reconciling
                    items. These
                    reconciling items are resolved within 90 calendar days of their
                    original
                    identification, or such other number of days specified in the
                    transaction
                    agreements.

                	
                  X

                	
                  X

                	 


        

        


         

         

        
          
            
            

          

          
            S-2

            
              

            

          

          
            
            

          

        

        
 

        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Servicer

                	
                  Trustee

                	
                  Notes

                
	
                  1122(d)(3)(i)

                	
                  Reports
                    to investors, including those to be filed with the Commission,
                    are
                    maintained in accordance with the transaction agreements and
                    applicable
                    Commission requirements. Specifically, such reports (A) are prepared
                    in
                    accordance with timeframes and other terms set forth in the transaction
                    agreements; (B) provide information calculated in accordance
                    with the
                    terms specified in the transaction agreements; (C) are filed
                    with the
                    Commission as required by its rules and regulations; and (D)
                    agree with
                    investors’ or the trustee’s records as to the total unpaid principal
                    balance and number of Pool Assets serviced by the
                    Servicer.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(ii)

                	
                  Amounts
                    due to investors are allocated and remitted in accordance with
                    timeframes,
                    distribution priority and other terms set forth in the transaction
                    agreements.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iii)

                	
                  Disbursements
                    made to an investor are posted within two business days to the
                    Servicer’s
                    investor records, or such other number of days specified in the
                    transaction agreements.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(3)(iv)

                	
                  Amounts
                    remitted to investors per the investor reports agree with cancelled
                    checks, or other form of payment, or custodial bank
                    statements.

                	
                  X

                	
                  X

                	 


        

        



        
          
            
            

          

          
            S-3

            
              

            

          

          
            
            

          

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Servicer

                	
                  Trustee

                	
                  Notes

                
	
                  1122(d)(4)(i)

                	
                  Collateral
                    or security on pool assets is maintained as required by the transaction
                    agreements or related pool asset documents.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(4)(ii)

                	
                  Pool
                    assets  and related documents are safeguarded as required by the
                    transaction agreements.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(4)(iii)

                	
                  Any
                    additions, removals or substitutions to the asset pool are made,
                    reviewed
                    and approved in accordance with any conditions or requirements
                    in the
                    transaction agreements.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(4)(iv)

                	
                  Payments
                    on pool assets, including any payoffs, made in accordance with
                    the related
                    pool asset documents are posted to the Servicer’s obligor records
                    maintained no more than two business days after receipt, or such
                    other
                    number of days specified in the transaction agreements, and allocated
                    to
                    principal, interest or other items (e.g., escrow) in accordance
                    with the
                    related pool asset documents.

                	
                  X

                	 	 
	
                  1122(d)(4)(v)

                	
                  The
                    Servicer’s records regarding the pool assets agree with the Servicer’s
                    records with respect to an obligor’s unpaid principal
                    balance.

                	
                  X

                	 	 
	
                  1122(d)(4)(vi)

                	
                  Changes
                    with respect to the terms or status of an obligor's pool assets
                    (e.g.,
                    loan modifications or re-agings) are made, reviewed and approved
                    by
                    authorized personnel in accordance with the transaction agreements
                    and
                    related pool asset documents.

                	
                  X

                	 	 
	
                  1122(d)(4)(vii)

                	
                  Loss
                    mitigation or recovery actions (e.g., forbearance plans, modifications
                    and
                    deeds in lieu of foreclosure, foreclosures and repossessions,
                    as
                    applicable) are initiated, conducted and concluded in accordance
                    with the
                    timeframes or other requirements established by the transaction
                    agreements.

                	
                  X

                	 	 
	
                  1122(d)(4)(viii)

                	
                  Records
                    documenting collection efforts are maintained during the period
                    a pool
                    asset is delinquent in accordance with the transaction agreements.
                    Such
                    records are maintained on at least a monthly basis, or such other
                    period
                    specified in the transaction agreements, and describe the entity’s
                    activities in monitoring delinquent pool assets including, for
                    example,
                    phone calls, letters and payment rescheduling plans in cases
                    where
                    delinquency is deemed temporary (e.g., illness or
                    unemployment).

                	
                  X

                	 	 
	
                  1122(d)(4)(ix)

                	
                  Adjustments
                    to interest rates or rates of return for pool assets with variable
                    rates
                    are computed based on the related pool asset documents.

                	
                  X

                	 	 
	 	 	 	 	 


        

         

        
          	
                  Reg
                    AB

                	
                  Servicing
                    Criteria

                	
                  Servicer

                	
                  Trustee

                	
                  Notes

                


        

         

         

        
          
            
            

          

          
            S-4

            
              

            

          

           

          
             

            
              	
                      Reference

                    	
                       

                    	
                       

                    	
                       

                    	
                       

                    


            

          

        

        
          	
                  1122(d)(4)(x)

                	
                  Regarding
                    any funds held in trust for an obligor (such as escrow accounts):
                    (A) such
                    funds are analyzed, in accordance with the obligor’s pool asset documents,
                    on at least an annual basis, or such other period specified in
                    the
                    transaction agreements; (B) interest on such funds is paid, or
                    credited,
                    to obligors in accordance with applicable pool asset documents
                    and state
                    laws; and (C) such funds are returned to the obligor within 30
                    calendar
                    days of full repayment of the related pool assets, or such other
                    number of
                    days specified in the transaction agreements.

                	
                  X

                	 	 
	
                  1122(d)(4)(xi)

                	
                  Payments
                    made on behalf of an obligor (such as tax or insurance payments)
                    are made
                    on or before the related penalty or expiration dates, as indicated
                    on the
                    appropriate bills or notices for such payments, provided that
                    such support
                    has been received by the servicer at least 30 calendar days prior
                    to these
                    dates, or such other number of days specified in the transaction
                    agreements.

                	
                  X

                	 	 
	
                  1122(d)(4)(xii)

                	
                  Any
                    late payment penalties in connection with any payment to be made
                    on behalf
                    of an obligor are paid from the Servicer’s funds and not charged to the
                    obligor, unless the late payment was due to the obligor’s error or
                    omission.

                	
                  X

                	 	 
	
                  1122(d)(4)(xiii)

                	
                  Disbursements
                    made on behalf of an obligor are posted within two business days
                    to the
                    obligor’s records maintained by the servicer, or such other number of
                    days
                    specified in the transaction agreements.

                	
                  X

                	 	 
	
                  1122(d)(4)(xiv)

                	
                  Delinquencies,
                    charge-offs and uncollectible accounts are recognized and recorded
                    in
                    accordance with the transaction agreements.

                	
                  X

                	 	 
	
                  1122(d)(4)(xv)

                	
                  Any
                    external enhancement or other support, identified in Item 1114(a)(1)
                    through (3) or Item 1115 of Regulation AB, is maintained as set
                    forth in
                    the transaction agreements.

                	
                  X(with
                    respect to a swap
                    disclosure event)

                	
                  X

                	 


        

        


         


        
          
            
            

          

          
            S-5

            
              

            

          

          
            
            

          

        


        EXHIBIT
          T

         

        [FORM
          OF]
          LIST OF ITEM 1119 PARTIES

         

        ASSET
          BACKED CERTIFICATES

        Series
          200_-__

         

        [Date]

         

        
          	
                  Party

                	
                  Contact
                    Information

                   

                
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


        

        



        
          
            
            

          

          
            T-1

            
              

            

          

          
            
            

          

        


        EXHIBIT
          U

         

        [FORM
          OF]
          SARBANES-OXLEY CERTIFICATION

         

        (Replacement
          Servicer)

         

        


        Re:           IndyMac
          INDX Mortgage Loan Trust 2007-AR21IP

        


        


        The
          undersigned Servicer hereby
          certifies to the Depositor and its officers, directors and Affiliates
          (collectively, the “Certification Parties”) as follows, with the knowledge and
          intent that the Certification Parties will rely on this Certification in
          connection with the certification concerning the Trust Fund to be signed
          by an
          officer of the Depositor and submitted to the Securities and Exchange Commission
          pursuant to the Sarbanes-Oxley Act of 2002:

        


        1.           I
          have reviewed the servicer compliance statement of the Servicer provided
          in
          accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
          report on assessment of the Servicer’s compliance with the servicing criteria
          set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
          in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act
          of
          1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
          report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
          Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all
          servicing reports, officer’s certificates and other information relating to the
          servicing of the Mortgage Loans by the Servicer during 200[ ] that were
          delivered by the Servicer to the Trustee pursuant to the Agreement
          (collectively, the “Servicing Information”);

        


        2.           Based
          on my knowledge, the Servicing Information, taken as a whole, does not
          contain
          any untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in the light of the circumstances
          under
          which such statements were made, not misleading with respect to the period
          of
          time covered by the Servicing Information;

        


        3.           Based
          on my knowledge, all of the Servicing Information required to be provided
          by the
          Servicer under the Agreement has been provided to the Depositor or the
          Trustee,
          as applicable;

        


        4.           I
          am responsible for reviewing the activities performed by the Servicer as
          servicer under the Servicing Agreement (the “Pooling and Servicing Agreement”)
          relating to the above-referenced Series, among IndyMac MBS, Inc., as Depositor,
          IndyMac Bank, F.S.B., as Seller and Servicer, and Deutsche Bank National
          Trust
          Company, as Trustee and based on my knowledge and the compliance review
          conducted in preparing the Compliance Statement and except as disclosed
          in the
          Compliance Statement, the Pooling and Servicing Assessment or the Attestation
          Report, the Servicer has fulfilled its obligations under the Agreement
          in all
          material respects; and

        


        5.           The
          Compliance Statement required to be delivered by the Servicer pursuant
          to the
          Pooling and Servicing Agreement, and the Servicing Assessment and Attestation
          Report required to be provided by the Servicer and by any Reporting
          Subcontractor pursuant to the Agreement, have been provided to the
          Depositor.  Any material instances of noncompliance described in such
          reports have been disclosed to the Depositor.  Any material instance
          of noncompliance with the Servicing Criteria has been disclosed in such
          reports.


        
          
            
            

          

          
            U-1

            
              

            

          

          
            
            

          

        


        


        


        
          	 	[SERVICER] 
	 	 
	 	By:________________________________
	 	
                       
                    Name:

                        Title:

                
	 	 
	 	Date:   _________________________


        

         

        U-2