EXHIBIT 4.1


AMENDED AND RESTATED TRUST AGREEMENT


between


INDYMAC ABS, INC., 

as Depositor,


WILMINGTON TRUST COMPANY, 

as Owner Trustee


and


DEUTSCHE BANK NATIONAL TRUST COMPANY 

as Administrator


Dated as of March 23, 2007


INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED
TRUST,  

SERIES 2007-H1, 

INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED CERTIFICATES, 

SERIES 2007-H1






TABLE OF CONTENTS 


	
 

	
 

	
 

	
 


	
 

	
 

	
Page


	
 


	
ARTICLE I
            DEFINITIONS

	
1

	
 


	
 


	
Section 1.01

	
Definitions

	
1

	
 


	
 


	
Section 1.02

	
Other
  Definitional Provisions

	
5

	
 


	
 


	
ARTICLE II         
  ORGANIZATION

	
6

	
 


	
 


	
Section 2.01

	
Name

	
6

	
 


	
 


	
Section 2.02

	
Office

	
6

	
 


	
 


	
Section 2.03

	
Purpose and
  Powers

	
6

	
 


	
 


	
Section 2.04

	
Appointment
  of the Owner Trustee

	
7

	
 


	
 


	
Section 2.05

	
Initial
  Capital Contribution; Declaration of Trust

	
7

	
 


	
 


	
Section 2.06

	
Issuance of
  Initial Certificates

	
7

	
 


	
 


	
Section 2.07

	
Liability of
  the Holder of the Certificates

	
7

	
 


	
 


	
Section 2.08

	
Situs of
  Trust

	
8

	
 


	
 


	
Section 2.09

	
Title to
  Trust Property

	
8

	
 


	
 


	
Section 2.10

	
Representations
  and Warranties of the Depositor

	
8

	
 


	
 


	
Section 2.11

	
Designation
  of REMIC and Interests Therein

	
9

	
 


	
 


	
Section 2.12

	
Designation
  of Start-up Day

	
12

	
 


	
 


	
Section 2.13

	
REMIC Notes
  Maturity Date

	
12

	
 


	
 


	
Section 2.14

	
Withholding
  Taxes

	
12

	
 


	
 


	
Section 2.15

	
Tax Returns

	
13

	
 


	
 


	
Section 2.16

	
Investment
  Company

	
14

	
 


	
 


	
ARTICLE
  III        THE CERTIFICATES
  AND TRANSFERS OF INTERESTS

	
14

	
 


	
 


	
Section 3.01

	
The
  Certificates

	
14

	
 


	
 


	
Section 3.02

	
Execution,
  Authentication and Delivery of the Certificates

	
14

	
 


	
 


	
Section 3.03

	
Registration
  of and Limitations on Transfers and Exchanges of the Certificates

	
15

	
 


	
 


	
Section 3.04

	
Lost,
  Stolen, Mutilated or Destroyed Certificates

	
19

	
 


	
 


	
Section 3.05

	
Persons
  Deemed Certificateholders

	
19

	
 


	
 


	
Section 3.06

	
Access to
  List of Certificateholders’ Names and Addresses

	
19

	
 


	
 


	
Section 3.07

	
ERISA
  Restrictions

	
19

	
 


	
 


	
Section 3.08

	
Maintenance
  of Office or Agency

	
20

	
 


	
 


	
Section 3.09

	
Certificate
  Paying Agent

	
20

	
 


	
 


	
Section 3.10

	
Initial
  Beneficiary

	
21

	
 


	
 


	
Section 3.11

	
Distributions
  on the Certificates

	
21

	
 





i






TABLE OF CONTENTS 

(continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
ARTICLE IV
           APPLICATION OF
  TRUST FUNDS; CERTAIN DUTIES

	
22

	
 


	
 

	
 

	
 

	
 


	
Section 4.01

	
Certificate
  Account

	
22

	
 


	
 


	
Section 4.02

	
Application
  of Trust Funds

	
22

	
 


	
 


	
Section 4.03

	
Method of
  Payment

	
23

	
 


	
 


	
Section 4.04

	
REMIC
  Related Covenants

	
23

	
 


	
 


	
Section 4.05

	
Segregation
  of Moneys; No Interest

	
24

	
 


	
 


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

	
24

	
 


	
 


	
Section 5.01

	
General
  Authority

	
24

	
 


	
 


	
Section 5.02

	
General
  Duties

	
24

	
 


	
 


	
Section 5.03

	
Action Upon
  Instruction

	
25

	
 


	
 


	
Section 5.04

	
No Duties
  Except as Specified under Specified Documents or in Instructions

	
26

	
 


	
 


	
Section 5.05

	
Restrictions

	
26

	
 


	
 


	
Section 5.06

	
Prior Notice
  to the Certificateholders with Respect to Certain Matters

	
26

	
 


	
 


	
Section 5.07

	
Action by
  the Certificateholders with Respect to Bankruptcy

	
29

	
 


	
 


	
Section 5.08

	
Restrictions
  on the Certificateholders’ Power

	
29

	
 


	
 


	
Section 5.09

	
Insurer’s
  Rights Regarding Actions, Proceedings or Investigations

	
29

	
 


	
 


	
ARTICLE VI
           CONCERNING THE
  OWNER TRUSTEE

	
31

	
 


	
 


	
Section 6.01

	
Acceptance
  of Trust and Duties

	
31

	
 


	
 


	
Section 6.02

	
Furnishing
  of Documents

	
32

	
 


	
 


	
Section 6.03

	
Books and
  Records

	
32

	
 


	
 


	
Section 6.04

	
Representations
  and Warranties

	
33

	
 


	
 


	
Section 6.05

	
Reliance;
  Advice of Counsel

	
34

	
 


	
 


	
Section 6.06

	
Not Acting
  in Individual Capacity

	
35

	
 


	
 


	
Section 6.07

	
Owner
  Trustee Not Liable for Certificates or Collateral

	
35

	
 


	
 


	
Section 6.08

	
Owner
  Trustee May Own Certificates and Notes

	
36

	
 


	
 


	
Section 6.09

	
Licenses

	
36

	
 


	
 


	
Section 6.10

	
Doing
  Business in Other Jurisdictions

	
36

	
 


	
 


	
Section 6.11

	
Sarbanes-Oxley
  Act

	
36

	
 





ii






TABLE OF CONTENTS 

(continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
Page


	
 


	
ARTICLE VII
            INDEMNIFICATION
  AND COMPENSATION

	
36

	
 


	
 


	
Section 7.01

	
Trust
  Expenses

	
36

	
 


	
 


	
Section 7.02

	
Indemnification

	
37

	
 


	
 


	
Section 7.03

	
Compensation

	
37

	
 


	
 


	
Section 7.04

	
Lien on
  Trust Estate

	
37

	
 


	
 


	
ARTICLE VIII
          TERMINATION OF
  AGREEMENT

	
37

	
 


	
 


	
Section 8.01

	
Termination
  of Agreement

	
37

	
 


	
 


	
Section 8.02

	
Additional
  Termination Requirements

	
38

	
 


	
 


	
ARTICLE IX
             SUCCESSOR OWNER
  TRUSTEES AND ADDITIONAL OWNER TRUSTEES

	
39

	
 


	
 


	
Section 9.01

	
Eligibility
  Requirements for Owner Trustee

	
39

	
 


	
 


	
Section 9.02

	
Resignation
  or Removal of Owner Trustee

	
39

	
 


	
 


	
Section 9.03

	
Successor
  Owner Trustee

	
40

	
 


	
 


	
Section 9.04

	
Merger or
  Consolidation of Owner Trustee

	
41

	
 


	
 


	
Section 9.05

	
Appointment
  of Co-Trustee or Separate Trustee

	
41

	
 


	
 


	
ARTICLE X
              MISCELLANEOUS

	
42

	
 


	
 


	
Section 10.01

	
Supplements
  and Amendments

	
42

	
 


	
 


	
Section 10.02

	
No Legal
  Title to Trust Estate in Certificateholders

	
44

	
 


	
 


	
Section 10.03

	
Pledge of
  Collateral by Owner Trustee is Binding

	
44

	
 


	
 


	
Section 10.04

	
Limitations
  on Rights of Others

	
44

	
 


	
 


	
Section 10.05

	
Notices

	
44

	
 


	
 


	
Section 10.06

	
Severability

	
45

	
 


	
 


	
Section 10.07

	
Separate
  Counterparts

	
45

	
 


	
 


	
Section 10.08

	
Successors
  and Assigns

	
45

	
 


	
 


	
Section 10.09

	
Headings

	
45

	
 


	
 


	
Section 10.10

	
Governing
  Law

	
45

	
 


	
 


	
Section 10.11

	
Third Party
  Beneficiary

	
45

	
 


	
 


	
Section 10.12

	
No Petition

	
45

	
 


	
 


	
Section 10.13

	
No Recourse

	
46

	
 


	
 


	
ARTICLE XI
             OFFICERS

	
46

	
 


	
 


	
Section 11.01

	
Appointment
  of Officers

	
46

	
 


	
 


	
Section 11.02

	
Officers to
  Provide Information to the Owner Trustee

	
46

	
 





iii






TABLE OF CONTENTS
 (continued)


	
 

	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
 


	
ARTICLE
  XII          COMPLIANCE
  WITH REGULATION AB

	
47

	
 


	
 


	
Section 12.01

	
Intent of the Parties; Reasonableness

	
47

	
 


	
 


	
Section 12.02

	
Additional Representations and Warranties
  of the Owner Trustee

	
47

	
 


	
 


	
Section 12.03

	
Information to Be Provided by the Owner
  Trustee

	
48

	
 


	
 


	
Section 12.04

	
Indemnification; Remedies

	
49

	
 


	
 


	
Exhibit A-1

	
Form of
  Class B Certificate

	
 

	
 


	
Exhibit A-2

	
Form of
  Class L Certificate

	
 

	
 


	
Exhibit A-3

	
Form of
  Class R Certificate

	
 

	
 


	
Exhibit B

	
Form of
  Certificate of Trust

	
 

	
 


	
Exhibit C-1

	
Form of Rule
  144A Investment Letter

	
 

	
 


	
Exhibit C-2

	
Form of
  Non-Rule 144A Investment Letter

	
 

	
 


	
Exhibit D

	
Form of
  Certificate of Non-Foreign Status

	
 

	
 


	
Exhibit E-1

	
Form of
  Class [L][R] Certificate Transfer Affidavit (Transferor)

	
 

	
 


	
Exhibit E-2

	
Form of
  Class [L][R] Certificate Transfer Affidavit (Transferee)

	
 

	
 


	
Exhibit F

	
Owner
  Trustee Fee Letter Agreement

	
 

	
 





iv






          This
AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 23, 2007, is by and
between INDYMAC ABS, INC., a Delaware corporation (the “Depositor”),
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee (the
“Owner Trustee”), and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national
banking association, as administrator (the “Administrator”), and amends
and restates in its entirety that certain Trust Agreement, dated March 12,
2007, between, the Depositor and the Owner Trustee. 


          WHEREAS,
the Trust was formed pursuant to a Trust Agreement, dated March 12, 2007,
between the Depositor and the Owner Trustee. 


          WHEREAS,
pursuant to the Sale and Servicing Agreement entered into simultaneously with
this Trust Agreement, the Depositor intends to sell, transfer and assign to the
Delaware statutory trust created hereunder certain Mortgage Loans and related
assets (collectively, the “Collateral”), which statutory trust will then
pledge such Collateral under an indenture in order to secure the issuance of
its IndyMac Home Equity Mortgage Loan Asset-Backed Notes, Series 2007-H1 (the “Notes”),
with the net proceeds of the sale of such Notes to be applied by the Depositor
toward the purchase of the Collateral from IndyMac Bank, F.S.B. (the “Seller”)
pursuant to the Mortgage Loan Purchase Agreement. 


          WHEREAS,
the Depositor, the Owner Trustee and the Administrator desire to enter into
this Agreement in order to effect the foregoing. 


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


ARTICLE I 

DEFINITIONS


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


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


          Agreement
or Trust Agreement: This Trust Agreement and any further amendments,
modifications or supplements hereof. 






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


          Bank:
Wilmington Trust Company, in its individual capacity and not as Owner Trustee
under this Agreement. 


          Certificate:
Any Class B Certificate, Class L Certificate or Class R Certificate. 


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


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


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


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


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


          Class
B Certificate: A Regular Certificate, substantially in the form of Exhibit
A-1 hereto. 


          Class
L Certificate: A Residual Certificate, substantially in the form of Exhibit
A-2 hereto. 


          Class
R Certificate: A Residual Certificate, substantially in the form of Exhibit
A-3 hereto. 


          Collateral:
As defined in the Indenture. 


          Corporate
Trust Office: With respect to the Owner Trustee, the corporate trust office
of the Owner Trustee located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001; or at such other address in the State of
Delaware as the Owner Trustee may designate by notice to the Certificateholders
and, so long as the Notes are Outstanding or any Reimbursement Amounts remain
due and owing to the Insurer, the Insurer, or the principal 


2






corporate
trust office of any successor Owner Trustee (the address (which shall be in the
State of Delaware) of which the successor owner trustee will notify the
Certificateholders and, so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer, the Insurer) or with
respect to the Certificate Registrar, the designated office for presentment and
surrender of certificates for registration, transfer or exchange thereof
located at DB Services Tennessee, 648 Grassmere Road, Nashville, Tennessee
37211, Attn: Transfer Unit, or at such other address as the Certificate
Registrar may designate from time to time by notice to the Noteholders, the
Trust and, so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer, the Insurer, or the principal corporate
trust office of any successor Certificate Registrar at the address designated
by such successor Certificate Registrar by notice to the Noteholders and the
Trust.


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


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


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


          Expenses:
The meaning specified in Section 7.02. 


          Indenture:
The indenture, dated March 23, 2007, between the Issuer and the Indenture
Trustee, as such may be amended, modified or supplemented from time to time. 


          IndyMac
Information: The meaning specified in Section 12.04(c). 


          Initial
Holder: IndyMac ABS, Inc., or any successor in interest. 


          Insurer:
Financial Security Assurance Inc., a financial guaranty insurance company
incorporated under the laws of the State of New York, or any successor thereto.



          Latest
Possible Maturity Date: The Payment Date in July 2037. 


          Lower
Tier REMIC: The meaning specified in Section 2.11(a). 


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


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


          Note:
Any Note designated “Note” on the face thereof. 


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


          Note
Register: As defined in the Indenture. 


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


3






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


          Owner
Trustee: Wilmington Trust Company, a Delaware banking corporation, and any
successor in interest, not in its individual capacity, but solely as owner
trustee under the Trust Agreement. 


          Owner
Trustee Information: The meaning specified in Section 12.04(a)(1)(A). 


          Ownership
Interest: As to any Class L or Class R Certificate, any ownership or
security interest in such Class L or Class R Certificate, including any
interest in such Class L or Class R Certificate as the holder thereof and any
other interest therein, whether direct or indirect, legal or beneficial, as
owner or as pledgee. 


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


          Permitted
Transferee: Any Person other than (i) a “disqualified organization,” within
the meaning of section 860E(e)(5) of the Code, or (ii) a Non-U.S. Person. 


          Regular
Certificates: Any of the Class B Certificates. 


          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 Section 860A through 860G
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. 


          Residual
Certificates: Any of the Class R Certificates and the Class L Certificates.



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


          Sale
and Servicing Agreement: The Sale and Servicing Agreement, dated March 14,
2007, by and among the Trust, the Depositor, as seller, the Servicer and the
Indenture Trustee, as such may be amended, modified or supplemented from time
to time. 


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


4






          Seller:
IndyMac Bank, F.S.B. 


          Similar
Law: The meaning specified in Section 3.07. 


          Transaction
Party: The meaning specified in Section 12.02(a).


          Trust:
The trust established pursuant to this Agreement which shall carry on its
business operations under the name of “IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series 2007-H1.” 


          Upper
Tier REMIC: The meaning specified in Section 2.11(a). 


          Section
1.02 Other Definitional Provisions. Capitalized terms used herein and
not defined herein shall have the same meanings assigned to them in the Sale
and Servicing Agreement or if not so defined therein, then as defined in the
Indenture and the rules of construction therein shall apply herein. 


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





5






ARTICLE II 

ORGANIZATION


          Section
2.01 Name. The trust continued by this Agreement shall be referred to as
“IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1” in which
name the Owner Trustee and the Officers may conduct the activities contemplated
hereby, including the making and executing of contracts and other instruments
on behalf of the Trust and sue and be sued. 


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


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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (b)
  to pay the organizational, start-up and transactional expenses of the Trust
  and to transfer the Notes and Certificates to the Depositor in consideration
  of the transfer to the Trust of the Collateral; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (d)
  to enter into and perform its obligations under the Transaction Documents to
  which it is to be a party; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (f)
  subject to compliance with the Transaction Documents, to engage in such other
  activities as may be required in connection with conservation of the Trust
  Estate and the making of distributions and payments, as applicable, to the
  Certificateholders, the Noteholders, the Issuer, the Owner Trustee, the
  Indenture Trustee and any Person pursuant to the Transaction Documents. 


	
 

	
 


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





6






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


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


          Section
2.05 Initial Capital Contribution; Declaration of Trust. 


	
 

	
 


	
 

	
          (a) The
  Depositor hereby sells, assigns, transfers, conveys and sets over to the
  Trust, as of the date hereof, the sum of $1 in exchange for which the Owner
  Trustee shall issue to the Depositor the Class L Certificate and the Class R
  Certificate. The Owner Trustee hereby acknowledges receipt in trust from the
  Depositor, as of the Closing Date, of the foregoing transfers which shall
  constitute the initial corpus of the Trust Estate and shall be deposited in
  the Certificate Account. The Depositor shall pay organizational expenses of
  the Trust as they may arise or shall, upon the request of the Owner Trustee,
  promptly reimburse the Owner Trustee for any such expenses paid by the Owner
  Trustee. The Depositor’s payment of such amounts will not increase the Class
  Principal Balance of any Certificate. 


	
 

	
 


	
 

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





          Section
2.06 Issuance of Initial Certificates. Upon the sale, assignment and
transfer of the Mortgage Loans by the Depositor to the Trust pursuant to
Section 2.01 of the Sale and Servicing Agreement, the Owner Trustee shall issue
the Class B Certificates and Class R Certificates to or at the direction of the
Initial Holder and the Class L Certificates to the Initial Holder. 


          Section
2.07 Liability of the Holder of the Certificates. Each Certificateholder
shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of Delaware. 


7






          Section
2.08 Situs of Trust. 


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


          Section
2.09 Title to Trust Property. 


	
 

	
 


	
 

	
          (a) Subject
  to the Indenture, title to all of the Trust Estate shall be vested at all
  times in the Trust as a separate legal entity until this Agreement terminates
  pursuant to Article VIII hereof; provided,
  however, that if the laws of any jurisdiction require that title
  to any part of the Trust Estate be vested in the trustee of the Trust, then
  title to that part of the Trust Estate shall be deemed to be vested in the
  Owner Trustee or any co-trustee or separate trustee, as the case may be,
  appointed pursuant to Article IX of this Agreement. 


	
 

	
 


	
 

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





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


	
 

	
 


	
 

	
          (a) The
  Depositor is a Delaware corporation validly existing and in good standing.
  The Depositor has the power and authority to execute and deliver this
  Agreement and to perform in accordance herewith; the execution, delivery and
  performance of this Agreement (including all instruments of transfer to be
  delivered pursuant to this Agreement) by the Depositor and the consummation
  of the transactions contemplated hereby have been duly and validly authorized
  by all necessary action of the Depositor; this Agreement evidences the valid,
  binding and enforceable obligation of the Depositor; and all requisite action
  has been taken by the Depositor to make this Agreement valid, binding and enforceable
  upon the Depositor in accordance with its terms, subject to the effect of
  bankruptcy, insolvency, reorganization, moratorium and other similar laws
  relating to or affecting creditors’ rights generally or the application of
  equitable principles in any proceeding, whether at law or in equity. 





8







	
 

	
 


	
 

	
          (b) The
  consummation of the transactions contemplated by this Agreement will not
  result in (i) the breach of any terms or provisions of the Depositor’s
  certificate of incorporation or bylaws, (ii) the breach of any term or
  provision of, or conflict with or constitute a default under or result in the
  acceleration of any obligation under, any material agreement, indenture or
  loan or credit agreement or other material instrument to which the Depositor,
  or its property is subject, or (iii) the violation of any law, rule,
  regulation, order, judgment or decree to which the Depositor or its
  respective property is subject.


	
 

	
 


	
 

	
          (c) To
  the Depositor’s best knowledge, it is not in default with respect to any
  order or decree of any court or any order, regulation or demand of any
  federal, state, municipal or other governmental agency, which default might
  have consequences that would materially and adversely affect the condition
  (financial or otherwise) or operations of the Depositor or its properties or
  might have consequences that would materially and adversely affect its
  performance hereunder. 


	
 

	
 


	
 

	
          (d) To
  the Depositor’s best knowledge, there are no proceedings or investigations
  pending or threatened before any court, regulatory body, administrative
  agency or other governmental instrumentality having jurisdiction over the
  Depositor or its properties: (A) asserting the invalidity of this Agreement,
  (B) seeking to prevent the consummation of any of the transactions
  contemplated by this Agreement or (C) seeking any determination or ruling
  that might materially and adversely affect the performance by the Depositor
  of its obligations under, or the validity or enforceability of, this
  Agreement. 





          Section
2.11 Designation of REMIC and Interests Therein. 


	
 

	
 


	
 

	
          (a) For
  purposes of the REMIC Provisions: the Trust Estate shall be treated as
  comprising two segregated accounts each of which will be a real estate
  mortgage investment conduit (each a “REMIC” or, in the alternative, the
  “Lower Tier REMIC” and the “Upper Tier REMIC”); each of the Notes and the
  Class B Certificates shall represent ownership of a regular interest in the
  Upper Tier REMIC; the Class L Certificate shall represent the sole class of
  residual interest in the Lower Tier REMIC; and the Class R Certificate
  represents ownership of the sole class of residual interest in the Upper Tier
  REMIC. 


	
 

	
 


	
 

	
          (b) For
  purposes of the REMIC provisions the Lower Tier REMIC shall hold as its
  assets the Trust Estate and shall be deemed to have issued the Class L
  Certificate and the uncertificated interests in the Lower Tier REMIC (each, a
  “Lower-Tier Interest”). The following table describes the designation,
  interest rate, and initial principal balance for the Class L Certificate and
  each Lower-Tier Interest and shows the Notes or corresponding class of
  Certificates. 





9







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	

	
 

	
	
 

	
	
 

	
Corresponding


	
Lower-Tier

	
 

	
Lower-Tier
  Interest

	
 

	
Initial
  Principal

	
 

	
Class of
  Notes


	
Designation

	
 

	
Rate

	
 

	
Balance

	
 

	
or Certificates


	


	
 

	


	
 

	


	
 

	



	
LT
  Notes

	
 

	
(1)

	
 

	
$

	
 325,000,000.00

	
 

	
Notes


	
LT
  Q

	
 

	
(1)

	
 

	
$

	
 325,071,585.71

	
 

	
N/A


	
Class
  L Certificate

	
 

	
(2)

	
 

	
$

	
 0

	
 

	
N/A








	
 

	
 


	
(1)

	
The interest rate with
  respect to any Payment Date (and the related Interest Accrual Period) for
  each of these Lower-Tier Interests is the Maximum Rate. 


	
 

	
 


	
(2)

	
The interest rate with
  respect to any Payment Date (and the related Interest Accrual Period) during
  the Managed Amortization Period for the Class L Certificates is the Note Rate
  for such Payment Date, and for each Payment Date (and the related Interest
  Accrual Period) thereafter, the Maximum Rate. 





          On
each Payment Date, for purposes of the REMIC provisions: 


	
 

	
 


	
 

	
          (1)
  The fees and expenses of the Trust paid from amounts on deposit in the
  Payment Account pursuant to Section 5.01(a) of the Sale and Servicing
  Agreement shall be treated as having been paid as an expense of the Lower
  Tier REMIC; 


	
 

	
 


	
 

	
          (2)
  During the Managed Amortization Period, amounts remaining in the Payment
  Account after the payments under priority (1) above shall be paid on the
  Class L Certificate to the extent of any interest accrued thereon at the rate
  described above; 


	
 

	
 


	
 

	
          (3)
  Amounts remaining in the Payment Account after the payments under priorities
  (1) and (2) above shall be paid on each of the Lower-Tier Interests at the
  rates described above, pro rata, based on the amount of interest accrued on
  each such Lower-Tier Interest for the related Interest Accrual Period, provided however, that interest that
  accrues on the LT-Q Interest shall be deferred in an amount necessary to make
  the principal distributions described under priority (5) below for such
  Payment Date. Any interest so deferred shall itself bear interest at the
  interest rate for the LT-Q Interest; 


	
 

	
 


	
 

	
          (4)
  During the Managed Amortization Period, amounts remaining in the Payment
  Account after the payments under priorities (1), (2), and (3) above shall be
  paid on the Class L Certificate until its Class Principal Balance is reduced
  to zero; 


	
 

	
 


	
 

	
          (5)
  Amounts remaining in the Payment Account after the payments under priorities
  (1), (2), (3), and (4) above shall be paid on the LT-Notes Lower-Tier
  Interest until the principal balance of such Lower-Tier Interest equals
  50% of the Note Principal Amount of the Notes immediately after such Payment
  Date; 





10







	
 

	
 

	
 

	
 


	
 

	
          (6) Amounts
  remaining in the Payment Account after the payments under priorities (1),
  (2), (3), (4), and (5) above shall be paid –


	
 

	
 

	
 


	
 

	
i.

	
During the
  Managed Amortization Period, on the LT-Q Lower-Tier Interest until its
  principal balance is reduced to zero, and 


	
 

	
 

	
 


	
 

	
ii.

	
During the
  Rapid Amortization Period, first, to the LT-Q Lower-Tier Interest until the
  its principal balance equals the sum of (A) 50% of the Note Principal Amount of
  the Notes immediately after such Payment Date plus (B) the excess of (I) the
  Overcollateralization Amount immediately after such Payment Date over (II)
  the Additional Balance Advance Amount immediately after such Payment Date,
  and then, to the Class L Certificate, any remaining amount. 





          On
each Payment Date, Investor Charge-off Amounts (as defined in the Sale and
Servicing Agreement) shall be allocated to and applied in reduction of the
principal balance of the Lower-Tier Interests and the Class L Certificate in
the same manner in which principal is distributed on the Lower-Tier Interests
pursuant to priorities (5) and (6) above. 


	
 

	
 


	
 

	
          (c) For
  purposes of the REMIC Provisions, the Upper Tier REMIC shall hold as assets
  the Lower-Tier Interests and shall issue the interests described in the table
  below, each of which will relate to the Notes or corresponding Class of
  Certificates. The following table describes the designation, interest rate,
  initial principal balance and the Notes or corresponding Class of
  Certificates for each interest. 








	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
Corresponding


	
Upper-Tier

	
 

	
Upper-Tier

	
 

	
 

	
 

	
Class of Notes


	
Designation

	
 

	
Interest Rate

	
 

	
Initial Principal Balance

	
 

	
or Certificates


	


	
 

	


	
 

	


	
 

	



	
UT-Notes

	
 

	
(1)

	
 

	
$

	
 650,071,000.00

	
 

	
Notes


	
UT-B

	
 

	
(2)

	
 

	
(initial
  Overcollateralization Amount)

	
 

	
B


	
Class
  R

	
 

	
(3)

	
 

	
(4)

	
 

	
R








	
 

	
 


	
(1)

	
The interest rate with
  respect to any Payment Date (and the related Interest Accrual Period) for
  each of these Upper-Tier Interests is the Note Rate applicable to the Notes
  for the Payment Date. 


	
 

	
 


	
(2)

	
The UT-B Upper-Tier
  Interest shall comprise two components, each of which is hereby designated as
  a regular interest in the Upper Tier REMIC. The first component is a
  principal-only component and represents the right to receive distributions from
  the Upper Tier REMIC in an amount equal to the Overcollateralization Amount
  determined as of the Closing Date. The second component is an interest-only
  component and represents the right to receive on each Payment Date interest
  accrued on the Lower-Tier Interests at a per annum rate equal to the excess,
  if any, of (i) the Maximum Rate over (ii) the product of (a) two multiplied
  by (b) the weighted average of the interest rates for such payment date on
  the Lower-Tier Interests, weighted on the basis of their principal balances
  as of the first day of the related Interest Accrual Period (after taking into
  account payments made on such date) and computed for this purpose by
  subjecting the interest rate on the LT-Q Lower-Tier Interest to a cap of
  0.00% and subjecting the interest rate on the LT-Notes Lower-Tier
  Interest to a cap equal to the Note Rate in effect for such Payment Date on
  the Notes. 





11







	
 

	
 


	
(3)

	
For purposes of the REMIC
  Provisions, the R Upper-Tier Interest is the sole residual interest in the
  Upper Tier REMIC. It does not have an interest rate or a principal balance. 





          On
each Payment Date, the payments made on each Upper-Tier Interest shall
correspond to the payments required to be made on the Notes or Certificates
under the terms of the Sale and Servicing Agreement of this Agreement, provided, however, that any payments made
on any of the Notes with respect to Deferred Interest shall be treated as
payments made by the Upper Tier REMIC in respect of the UT-B Interest, and therefore,
to the holder of the Class B Certificates, and then paid by the holder of the
Class B Certificates to the holders of the Notes. For federal income tax
purposes, the rights of the holders of the Notes to receive payments of
Deferred Interest shall be treated as contractual rights to receive payments
under a notional principal contract written by the holder of the Class B
Certificates in favor of the holders of the Notes. For federal income tax
reporting purposes, this notional principal contract shall be deemed to have a
value of zero on the Closing Date. 


          Section
2.12 Designation of Start-up Day. The Closing Date is hereby designated
as the “start-up day” of each REMIC within the meaning of Section 860G(a)(9) of
the Code. 


          Section
2.13 REMIC Notes Maturity Date. Solely for purposes of satisfying
Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the “latest possible
maturity date” of each Lower-Tier Interest and each Upper-Tier Interest and,
therefore, the Notes and the Class B Certificates, is the Latest Possible
Maturity Date. 


          Section
2.14 Withholding Taxes. In the event that any withholding tax is imposed
under federal, state, or local law on the Trust’s payment (or allocations of
income) to a Certificateholder, such tax shall reduce the amount otherwise
distributable to such Certificateholder in accordance with this Section 2.14.
The Administrator is hereby authorized and directed to retain in the
Certificate Account from amounts otherwise distributable to the Certificateholders
sufficient funds for the payment of any tax that is legally owed by the Trust
(but such authorization shall not prevent the Administrator from contesting any
such tax in appropriate proceedings, and withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings). The Certificate Registrar
will provide the Administrator with a statement indicating the amount of any
such withholding tax. The amount of any withholding tax imposed with respect to
a Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Administrator and remitted
to the appropriate taxing authority from the Payment Account at the direction
of the Administrator. If there is a possibility that withholding tax is payable
with respect to a distribution, the Administrator may in its sole discretion
direct the Administrator to withhold such amounts in accordance with this
paragraph. In the event that a Certificateholder wishes to apply for a refund
of any such withholding tax, the Owner Trustee and the Administrator shall
reasonably cooperate with such Certificateholder in making such claim so long
as such Certificateholder agrees in writing to reimburse the Owner Trustee and
the Administrator for any out-of-pocket expenses incurred. 


12







	
 

	
 


	
 

	
          Section
  2.15 Tax Returns. 


	
 

	
 


	
 

	
          (a) For
  federal income tax purposes, each of the REMICs created hereunder shall have
  a calendar year taxable year and shall maintain its books on the accrual
  method of accounting. 


	
 

	
 


	
 

	
          (b) The
  Administrator shall prepare or cause to be prepared and shall file or cause
  to be filed with the Internal Revenue Service and applicable state or local
  tax authorities income tax and information returns for each taxable year with
  respect to each REMIC containing such information at the times and in the
  manner as may be required by the Code or state or local tax laws,
  regulations, or rules, and shall furnish or cause to be furnished to the
  REMICs and the Certificateholders the schedules, statements or information at
  such times and in such manner as may be required thereby. Within thirty (30)
  days of the Closing Date, the Owner Trustee shall furnish or cause to be
  furnished to the Internal Revenue Service, on Form 8811 or as otherwise
  required by the Code, the name, title, address and telephone number of the
  person that holders of the Securities may contact for tax information
  relating thereto, together with such additional information at the time or
  times and in the manner required by the Code. Such federal, state, or local
  income tax or information returns shall be signed by such Person as may be
  required to sign such returns by the Code or state or local tax laws,
  regulations, or rules. Notwithstanding the above, upon instruction from the
  Administrator, the Owner Trustee will sign and return to the Administrator
  federal, state or local income tax or information returns; provided, however,
  the Owner Trustee shall have (i) no obligation to review the returns, (ii) no
  liability for the substance of the returns and (iii) no liability for the
  timeliness of such returns. In signing such returns, it is understood that
  the Owner Trustee is merely a signatory for the Trust and does not
  participate in the elections thereunder, the information contained therein or
  the preparation of the returns. 


	
 

	
 


	
 

	
          (c) In
  the first federal income tax return of each REMIC for their short taxable
  year ending December 31, 2007, REMIC status shall be elected by the
  Administrator for such taxable year and all succeeding taxable years. 


	
 

	
 


	
 

	
          (d) The
  Administrator shall maintain or cause to be maintained such records relating
  to each REMIC, including but not limited to the income, expenses, assets and
  liabilities of the Trust, and the fair market value and adjusted basis of the
  Trust Estate and 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. 


	
 

	
 


	
 

	
          (e) If
  any tax is imposed on “prohibited transactions” (as defined in Section
  860F(a)(2) of the Code) of each REMIC created hereunder, on any contribution
  to any REMIC created hereunder after the Closing Date 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 Administrator, if any
  such other tax arises out of or results from negligence of the Administrator
  in the performance of any of its obligations under this Agreement, (ii) the
  Depositor, in the case of any such minimum tax, if such tax arises out 





13







	
 

	
 


	
 

	
of or
  results from a breach by the Depositor of any of its obligations under this
  Agreement, or (iii) in all other cases, or if the Administrator or the
  Depositor fails to honor its obligations under the preceding clauses (i) or
  (ii), any such tax will be paid with amounts otherwise to be distributed to
  the Residual Certificateholders pursuant to Section 3.11 of this Agreement.





          Section
2.16 Investment Company. None of the Depositor, the Administrator and
any Certificateholder shall take any action which would cause the Trust to
become an “investment company” which would be required to register under the
Investment Company Act of 1940, as amended. 


ARTICLE III

THE CERTIFICATES AND TRANSFERS OF INTERESTS 


          Section
3.01 The Certificates. Each Class of the Certificates shall be issued in
definitive, fully registered form and shall initially be registered in the name
of the Initial Holder. The Class B Certificate shall be issued in minimum
denominations of 1% Percentage Interest in such Certificates. The Class L
Certificates shall not be issued in authorized denominations of less than a
100% Percentage Interest in such Certificates. The Class R Certificates shall
not be issued in authorized denominations of less than a 100% Percentage
Interest in such Certificates. The Certificates shall be executed on behalf of
the Trust by manual or facsimile signature of an Authorized Officer of the
Owner Trustee and authenticated in the manner provided in Section 3.02. A
Certificate bearing the manual signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Certificate or did not hold such offices at the date of authentication and
delivery of such Certificate. A Person shall become a Certificateholder and
shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such Person’s acceptance of a Certificate duly
registered in such Person’s name pursuant to Section 3.03. 


          Section
3.02 Execution, Authentication and Delivery of the Certificates. Concurrently
with the sale of the Collateral to the Trust pursuant to the Sale and Servicing
Agreement, the Owner Trustee shall cause the Certificates issued hereunder to
be executed on behalf of the Trust and authenticated and delivered to the
Initial Holder. The Depositor hereby directs the Owner Trustee to so deliver
the Certificates. The Certificates shall not entitle its Holder to any benefits
under this Agreement or be valid for any purpose unless there shall appear on
such Certificate a certificate of authentication substantially in the form set
forth in Exhibits A-1, A-2 and A-3 hereto, respectively, executed by the Owner
Trustee or the Administrator, as the Owner Trustee’s authenticating agent, by
manual signature; such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. A
Certificate shall be dated the date of its authentication. 


14






          Section
3.03 Registration of and Limitations on Transfers and Exchanges of the
Certificates. 


          
(a) The Certificate Registrar shall keep or cause to be kept, at the office or
agency maintained pursuant to Section 3.08, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Certificate
Registrar shall provide for the registration of the Certificates and of
transfers and exchanges of the Certificates as herein provided; provided, however, that no Class R
Certificate or Class L Certificate shall be issued in any such transfer and
exchange representing less than a 100% Percentage Interest in such Certificate.
The Administrator shall be the initial Certificate Registrar. If the
Certificate Registrar resigns or is removed, the Owner Trustee, with the
consent of the Depositor, shall appoint a successor Certificate Registrar. 


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


          Every
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory
to the Owner Trustee and the Certificate Registrar duly executed by the
Certificateholder or such Certificateholder’s attorney duly authorized in
writing. Each Certificate surrendered for registration of transfer or exchange
shall be cancelled and subsequently disposed of by the Certificate Registrar in
accordance with its customary practice. 


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


          Except
for the initial issuance of the Class L and Class R Certificates on the Closing
Date, no Person shall become a Certificateholder of Class L or Class R
Certificates until it shall establish its non-foreign status by submitting to
the Certificate Paying Agent an IRS Form W-9 and the Certificate of Non-Foreign
Status set forth in Exhibit D hereto. 


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


          (b)
The Certificates shall be assigned, transferred, exchanged, pledged, financed,
hypothecated or otherwise conveyed (collectively, for purposes of this Section
3.03 and any other Section referring to the Certificates, “transferred” or a
“transfer”) only in accordance with this Section 3.03. 


15






          (c)
No transfer of a Certificate shall be made unless such transfer is exempt from
the registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with the Securities Act and such laws.
Each prospective transferee of a Certificate, other than the Initial Holder,
shall represent and warrant, in writing, to the Owner Trustee and the
Certificate Registrar and any of their respective successors that: 


	
 

	
 


	
 

	
          (I)
  Such Person is (A) a “qualified institutional buyer” as defined in Rule 144A
  under the Securities Act of 1933, as amended (the “Securities Act”), (such
  Person shall execute an investment letter in the form attached hereto as
  Exhibit C-1 to such effect) and is aware that the seller of such Certificate
  may be relying on the exemption from the registration requirements of the
  Securities Act provided by Rule 144A and is acquiring such Certificate for
  its own account or for the account of one or more qualified institutional
  buyers for whom it is authorized to act or (B) an “accredited investor” (as
  defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act (such Person
  shall execute an investment letter in the form attached hereto as Exhibit C-2
  to such effect) and is aware that the seller of such Certificate is relying
  on an exemption from the registration requirements of the Securities Act and
  is acquiring such Certificate for its own account; 


	
 

	
 


	
 

	
          (II)
  Such Person understands that such Certificate has not been and will not be
  registered under the Securities Act and may be offered, sold, pledged or
  otherwise transferred only to a person (A) whom the seller reasonably
  believes is a “qualified institutional buyer” or (B) an “accredited investor”
  (as defined in Rule 501(a)(1), (2), (3) or (7) of the Securities Act, in each
  case in a transaction exempt from registration under the Securities Act and
  in accordance with any applicable securities laws of any state of the United
  States; and 


	
 

	
 


	
 

	
          (III)
  Such Person shall comply with the provisions of Section 3.07, as applicable,
  relating to the ERISA restrictions with respect to the acceptance or
  acquisition of such Certificate. 


	
 

	
 


	
 

	
          (d)
  For so long as any of the Certificates are “restricted securities” within the
  meaning of Rule 144(a)(3) under the Securities Act, the Administrator agrees
  to cooperate with the Depositor to provide to any Certificateholders and to
  any prospective purchaser of Certificates designated by such
  Certificateholder, upon the request of such Certificateholder or prospective
  purchaser, any information required to be provided to such holder or
  prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
  under the Securities Act. Any reasonable, out-of-pocket expenses incurred by
  the Administrator in providing such information shall be reimbursed by the
  Depositor. 


	
 

	
 


	
 

	
          (e)
  Each prospective transferee of any Class L or Class R Certificate, other than
  the Initial Holder, shall execute and deliver the Certificate of Non-Foreign
  Status (in the form attached hereto as Exhibit D).





16






	
 

	
 

	
 

	
 


	
 

	
          (f)
  Each Person that has or that acquires any Ownership Interest in any Class L
  or Class R Certificate shall be
  deemed by the acceptance or acquisition of such Ownership Interest to have
  agreed to be bound by the following provisions and to have irrevocably
  appointed the Certificate Registrar or its designee as its attorney-in-fact
  to negotiate the terms of any mandatory sale under clause (v) below and to
  execute all instruments of transfer and to do all other things necessary in
  connection with any such sale, and the rights of each Person acquiring any
  Ownership Interest in the Class L or Class R Certificates are expressly subject to the following
  provisions: 


	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (ii)
  No Person shall acquire an Ownership Interest in a Class L or Class R
  Certificate unless such
  Ownership Interest is a pro rata
  undivided interest. 


	
 

	
 

	
 


	
 

	
 

	
          (iii)
  No Ownership Interest in a Class L or Class R Certificate may be transferred without the express
  written consent of the Owner Trustee, the Depositor and the Certificate
  Registrar. In connection with any proposed transfer of any Ownership Interest
  in a Class L or Class R Certificate, the Owner Trustee shall as a condition
  to such consent, require delivery to it, the Depositor and the Certificate
  Registrar in form and substance satisfactory to it, of each of the following:
  


	
 

	
 

	
 


	
 

	
 

	
 

	
          (A)
  an affidavit in the form of Exhibit E-1 hereto from the proposed transferor,
  and an affidavit in the form of Exhibit E-2 hereto from the proposed
  transferee to the effect that such transferee is a Permitted Transferee and
  that it is not acquiring its Ownership Interest in the Class L or Class R
  Certificate that is the subject
  of the proposed transfer as a nominee, trustee or agent for any Person who is
  not a Permitted Transferee; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (B)
  a covenant of the proposed transferee to the effect that the proposed
  transferee agrees to be bound by and to abide by the transfer restrictions
  applicable to the Class L or Class R Certificate. 


	
 

	
 

	
 

	
 


	
 

	
 

	
          (iv)
  Any attempted or purported transfer of any Ownership Interest in a Class L or
  Class R Certificate in violation
  of the provisions of this Section 3.03 shall be absolutely null and void and
  shall vest no rights in the purported transferee. If any purported transferee
  shall, in violation of the provisions of this Section 3.03, become a holder
  of a Class L or Class R Certificate, then the prior holder of such Class L or
  Class R Certificate that is a
  Permitted Transferee shall, upon discovery that the registration of transfer
  of such Class L or Class R Certificate was
  not in fact permitted by this Section 3.03, be restored to all rights as
  holder thereof retroactive to the date of registration of transfer of such
  Class L 





17






	
 

	
 

	
 

	
 


	
 

	
 

	
or Class R
  Certificate. The Owner Trustee and
  the Certificate Registrar shall be under no liability to any Person for any
  registration of transfer of any Class L or Class R Certificate that is in fact not permitted by this
  Section 3.03 or for making any distributions due on such Class L or Class R
  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 Owner Trustee, the Depositor and
  the Certificate Registrar received all affidavits and covenants with respect
  to such transfer provided for under this Section 3.03. The Certificate Paying
  Agent, on behalf of the Trust, shall
  be entitled to recover from any holder of a Class L or Class R Certificate that was in fact not a Permitted
  Transferee at the time such distributions were made all distributions made on
  such Class L or Class R Certificate. Any such distributions so recovered by
  the Certificate Paying Agent shall be distributed and delivered by the
  Certificate Paying Agent to the
  prior holder of such Residual Certificate that is a Permitted Transferee.


	
 

	
 

	
 

	
 


	
 

	
 

	
          (v)
  If any Person other than a Permitted Transferee acquires any Ownership
  Interest in a Class L or Class R Certificate in violation of the restrictions in this Section 3.03, then the
  Certificate Registrar shall have the right but not the obligation, without
  notice to the holder of such Class L or Class R Certificate or any other Person having an Ownership
  Interest therein, to notify the underwriter to arrange for the sale of such
  Class L or Class R Certificate. The proceeds of such sale, net of commissions
  (which may include commissions payable to the Certificate Registrar or its
  affiliates), expenses and taxes due, if any, will be remitted by the
  Certificate Paying Agent to the previous holder of such Class L or Class R
  Certificate that is a Permitted
  Transferee, except that in the event that the Certificate Paying Agent
  determines that the holder of such Class L or Class R Certificate may be liable for any amount due under
  this Section 3.03 or any other provisions of this Agreement, the Certificate Paying Agent may withhold a
  corresponding amount from such remittance as security for such claim. The
  terms and conditions of any sale under this clause (v) shall be determined in
  the sole discretion of the Certificate Registrar and the Certificate Paying
  Agent, and neither such Person shall not be liable to any Person having an
  Ownership Interest in a Class L or Class R Certificate as a result of its exercise of such
  discretion.


	
 

	
 

	
 

	
 


	
 

	
 

	
          (vi)
  If any Person other than a Permitted Transferee acquires any Ownership
  Interest in a Class L or Class R Certificate in violation of the restrictions in this Section 3.03, then the
  Administrator will provide to the Internal Revenue Service, and to the
  persons specified in Section 860E(e)(3) of the Code, information needed to
  compute the tax imposed under Section 860E(e)(1) of the Code on transfers of
  residual interests to disqualified organizations.


	
 

	
 

	
 

	
 


	
 

	
          (g)
  Each Person that has or that acquires any Ownership Interest in any Class L
  Certificate shall be deemed by
  the acceptance or acquisition of such Ownership Interest to have agreed to be
  bound to make advances and purchase Additional Balances through funding of
  the Reserve Account as and to the extent set forth in Section 2.01(b) of the
  Sale and Servicing Agreement.





18






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


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


          Section
3.06 Access to List of Certificateholders’ Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Depositor,
the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer and no Insurer Default has occurred and is
continuing) or the Owner Trustee, within 15 days after receipt by the Certificate
Registrar of a written request therefor from the Depositor or the Owner
Trustee, in such form as the Depositor or the Owner Trustee, as the case may
be, may reasonably require, of the name and address of the holder as of the
most recent Record Date. A holder, by receiving and holding a Certificate,
shall be deemed to have agreed not to hold any of the Trust, the Depositor, the
Certificate Registrar, the Insurer or the Owner Trustee accountable or liable
for damages by reason of the disclosure of its name and address, regardless of
the source from which such information was derived. 


          Section
3.07 ERISA Restrictions. The Certificates may not be acquired or
transferred to a transferee, other than the Initial Holder or its affiliate,
for or, on behalf of, an employee benefit plan or other retirement arrangement
that is subject to Title I of ERISA or Section 4975 of the Code, or any entity
deemed to hold the “plan assets” of the foregoing (each, a “Benefit Plan”).
Each prospective transferee, other than the Initial Holder or its affiliate,
shall represent and warrant to the Certificate Registrar that it is not a
Benefit Plan, in accordance with Exhibit C-1, C-2 or E-1 or E-2 hereto, as
applicable. By accepting and holding its beneficial ownership interest in its
Certificate, as the case may be, the holder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan. 


19






          Section
3.08 Maintenance of Office or Agency. The Certificate Registrar on
behalf of the Trust, shall maintain an office or offices or agency or agencies
where a Certificate may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Owner Trustee in respect of the
Certificates and the Transaction Documents may be served. The Certificate
Registrar shall give the Owner Trustee prompt notice, in writing, of any such
notice or demand. The Certificate Registrar initially designates the Corporate
Trust Office of the Administrator as its office for such purposes. The
Certificate Registrar shall give prompt written notice to the Depositor, the
Owner Trustee, the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer and no Insurer
Default has occurred and is continuing) and the Certificateholders of any
change in the location of the Certificate Register or any such office or
agency. 


          Section
3.09 Certificate Paying Agent. 


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





20






	
 

	
 


	
 

	
          (b)
  In the event that the Administrator shall no longer be the Certificate Paying
  Agent hereunder, the Owner Trustee, with the consent of the Depositor, shall
  appoint a successor to act as Certificate Paying Agent (which shall be a bank
  or trust company). The Owner Trustee shall cause such successor Certificate
  Paying Agent or any additional Certificate Paying Agent appointed by the
  Owner Trustee to execute and deliver to the Owner Trustee an instrument in
  which such successor Certificate Paying Agent or additional Certificate
  Paying Agent shall agree with the Owner Trustee that as Certificate Paying
  Agent, such successor Certificate Paying Agent or additional Certificate
  Paying Agent will hold all sums, if any, held by it for payment in trust for
  the benefit of the Certificateholders entitled thereto until such sums shall
  be paid to such Certificateholder. The Certificate Paying Agent shall return
  all unclaimed funds to the Owner Trustee, and upon removal of a Certificate
  Paying Agent, such Certificate Paying Agent shall also return all funds in
  its possession to the Owner Trustee. The provisions of Sections 5.03, 5.04,
  6.01, 6.05, 6.07, 6.08, 7.01 and 7.02 shall apply to the Administrator also
  in its role as Certificate Paying Agent for so long as the Administrator
  shall act as Certificate Paying Agent and, to the extent applicable, to any
  other Certificate Paying Agent appointed hereunder. Any reference in this
  Agreement to the Certificate Paying Agent shall include any co-paying agent
  unless the context requires otherwise. Notwithstanding anything herein to the
  contrary, the Administrator and the Certificate Paying Agent shall be the
  same entity as the Indenture Trustee under the Indenture and the Sale and
  Servicing Agreement unless an Indenture Event of Default has occurred and is
  continuing and the Indenture Trustee determines or is advised that a conflict
  of interest exists or will exist if the Indenture Trustee continues to act as
  Administrator and Certificate Paying Agent. In such event, the Administrator
  and the Certificate Paying Agent shall resign and the Owner Trustee, with the
  consent of the Depositor, shall appoint a successor Administrator in accordance
  with the Administration Agreement. 





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


          Section
3.11 Distributions on the Certificates. The Certificateholders will be
entitled to distributions on each Payment Date, as provided in this Agreement,
the Sale and Servicing Agreement and the Indenture. With respect to any Payment
Date, any amounts remaining in the Payment Account for payment to the
Certificateholders pursuant to Section 5.01(a)(II) of the Sale and Servicing
Agreement, to the extent such funds are received by the Owner Trustee, shall be
distributed by the Owner Trustee as follows: 


	
 

	
 

	
 


	
 

	
 

	
          (i)
  with respect to any Payment Date during the Managed Amortization Period, concurrently, to the Class B
  Certificateholders and the Class L Certificateholders, pro rata based on their respective Class
  Principal Balances; and 


	
 

	
 

	
 


	
 

	
 

	
          (ii)
  with respect to any Payment Date during the Rapid Amortization Period, concurrently, to the Class B
  Certificateholders; 





21






provided, further,
on the Payment Date on which the Optional Redemption Price is distributed, the
portion, if any, of the Optional Redemption Price equal to the sum of the Class
Principal Balance of the Class L Certificates shall be distributed pursuant to
this Section 3.11 to the Class L Certificateholders, and the portion remaining,
if any, of the Optional Redemption Price equal to the Class Principal Balance
of the Class B Certificates shall be distributed pursuant to this Section 3.11
to the Class B Certificateholders, as applicable. 


With respect
to each Payment Date, the Indenture Trustee, to the extent the Servicer has
provided the Mortgage Loan data delivered by the Servicer to the Indenture
Trustee pursuant to Section 4.09(a) of the Sale and Servicing Agreement (the
“Indenture Trustee Report”), shall deliver or make available the report to be
provided by the Indenture Trustee pursuant to Section 4.09 of the Sale and
Servicing Agreement for such Payment Date to each Residual Certificateholder. 


ARTICLE IV 

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


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


          The
Certificate Account shall be subject to and established and maintained in
accordance with the applicable provisions of the Sale and Servicing Agreement
and the Indenture, including, without limitation, the provisions of Section
5.07of the Sale and Servicing Agreement
regarding distributions from the Certificate Account. 


          Section
4.02 Application of Trust Funds. 


	
 

	
 


	
 

	
          (a)
  On each Payment Date, the Owner Trustee shall direct the Certificate Paying
  Agent to distribute to the Certificateholders, from amounts on deposit in the
  Certificate Account, the distributions as provided in Sections 5.01 and 5.07
  of the Sale and Servicing Agreement with respect to such Payment Date. The
  Owner Trustee hereby directs the Certificate Paying Agent to distribute on
  each Payment Date to the Certificateholders amounts on deposit in the
  Certificate Account in accordance with Section 5.07 of the Sale and Servicing
  Agreement and the Certificate Paying Agent hereby acknowledges such
  direction. 


	
 

	
 


	
 

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





22






	
 

	
 


	
 

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





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


          Section
4.04 REMIC Related Covenants. For as long as the Trust shall exist, the
Depositor, the Owner Trustee and the Administrator, in connection with any
actions taken by any such Person on behalf of the Trust, shall act in
accordance herewith for the purpose of continuing treatment of each REMIC as a
REMIC and avoid the imposition of tax on any REMIC. In particular: 


	
 

	
 


	
 

	
          (a)
  The Trust shall not create, or permit the creation of, any “interests” in any
  REMIC within the meaning of Code Section 860D(a)(2) other than the interests
  described in Section 2.11 hereof; 


	
 

	
 


	
 

	
          (b)
  Except as otherwise provided in the Code, the Depositor shall not grant and
  the Trust shall not accept property unless (i) substantially all of the
  property held in each REMIC constitutes either “qualified mortgages” or
  “permitted investments” as defined in Code Sections 860G(a)(3) and (5),
  respectively, and (ii) no property shall be contributed to any REMIC after
  the start-up day unless such grant would not subject the Trust to the 100%
  tax on contributions to a REMIC after the start-up day of such REMIC imposed
  by Code Section 860G(d); 


	
 

	
 


	
 

	
          (c)
  The Trust shall not accept on behalf of any REMIC any fee or other
  compensation for services and the Owner Trustee and the Administrator shall
  not knowingly accept on behalf of the Trust any income from assets other than
  those permitted to be held by such REMIC; 


	
 

	
 


	
 

	
          (d)
  The Trust shall not sell or permit the sale of all or any portion of the
  Collateral unless such sale is pursuant to a “qualified liquidation” as
  defined in Code Section 860F(a)(4)(A) of the applicable REMIC; 


	
 

	
 


	
 

	
          (e)
  The Administrator shall maintain books with respect to the Trust Fund on a
  calendar year taxable year and on an accrual basis; and 


	
 

	
 


	
 

	
          (f)
  The Trust shall not engage in a “prohibited transaction” (as defined in Code
  Section 860F(a)(2)), except that, with the prior written consent of the
  Depositor, the Trust may engage in the activities otherwise prohibited by the
  foregoing paragraphs (b), (c) and (d), provided
  that the Depositor shall have delivered to the Owner Trustee, the Indenture
  Trustee and the Insurer (so long as the Notes are Outstanding or any
  Reimbursement Amounts remain due and owing to the Insurer and no Insurer
  Default has 





23






	
 

	
 


	
 

	
occurred and
  is continuing) an Opinion of Counsel to the effect that such transaction will
  not result in the imposition of a tax on the REMICs and will not disqualify
  the REMICs from treatment as REMICs; and provided,
  further, that such action will not adversely affect the rights of
  the Certificateholders of the Securities and will not adversely impact the
  ratings of the Notes. 





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


ARTICLE V 

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE; 

ACTION BY CERTIFICATEHOLDERS


          Section
5.01 General Authority. 


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


          Section
5.02 General Duties. 


	
 

	
 


	
 

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





24






	
 

	
 


	
 

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





          Section
5.03 Action Upon Instruction. 


	
 

	
 


	
 

	
          (a)
  Subject to Article V and in accordance with the terms of the Transaction
  Documents, a Certificateholder or the Insurer (so long as the Notes are
  Outstanding or any Reimbursement Amounts remain due and owing to the Insurer
  and no Insurer Default has occurred and is continuing) may by written
  instruction direct the Owner Trustee in the management of the Trust, but only
  to the extent consistent with the limited purpose of the Trust. Such
  direction may be exercised at any time by written instruction of a
  Certificateholder or the Insurer pursuant to this Article V. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





25






          Section
5.04 No Duties Except as Specified under Specified Documents or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided (i)
in accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, and (ii) in accordance with any
document or instruction delivered to the Owner Trustee pursuant to Section
5.03; and no implied duties or obligations shall be read into this Agreement or
any Transaction Document against the Owner Trustee. The Owner Trustee shall
have no responsibility for filing any financing or continuation statement in
any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to the Trust or to prepare
or file any Securities and Exchange Commission filing for the Trust or to
record this Agreement or any Transaction Document or to prepare or file any tax
return for the Trust. The Owner Trustee nevertheless agrees that it will, at
its own cost and expense, promptly take all action as may be necessary to
discharge any liens on any part of the Trust Estate that result from actions
by, or claims against the Bank that are not related to the ownership or the
administration of the Trust Estate. 


          Section
5.05 Restrictions. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          Section
5.06 Prior Notice to the Certificateholders with Respect to Certain Matters.
With respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders and the Insurer (so long as the
Notes are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer) in writing of the proposed action and the Certificateholders shall
have notified the Owner Trustee in writing prior to the 30th day after such
notice is given that such Certificateholder and the Insurer (so long as the
Notes are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer) has consented to such action or provided alternative direction: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





26






	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (d)
  the amendment or other change of the Indenture by a supplemental indenture or
  of this Agreement or any other Transaction Document in circumstances where
  the consent of any Noteholder is not required and such amendment materially
  adversely affects the interests of the Certificateholders; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (h)
  the consent to the calling or waiver of any default of any Transaction
  Document; 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





27






	
 

	
 


	
 

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





          In
addition, the Trust shall (i) hold itself out as a separate entity from each
Certificateholder and not conduct any business in the name of any
Certificateholder, (ii) correct any known misunderstanding regarding its
separate identity, (iii) maintain adequate capital in light of its contemplated
business operations, (iv) correct any known misunderstanding regarding its
separate identity, (v) maintain appropriate minutes or other records of all
appropriate actions and shall maintain its office and bank accounts separate
from any other Person or entity, (vi) conduct its own business in its own name
and use stationery, invoices, checks or other business forms under its own name
and not that of any other Person, (vii) observe all formalities required under
the Delaware Trust Statute and other formalities required by the Transaction
Documents, (viii) conduct business with the Certificateholders or any Affiliate
thereof on an arm’s-length basis, and (ix) maintain its financial and
accounting books and records separate from those of any other Person or entity.
In addition, the Trust shall not (i) guarantee or become obligated for the
debts of any other person or entity, (ii) acquire the obligations or securities
of its Certificateholders or its Affiliates, (iii) identify itself as a division
of any other Person or entity, (iv) commingle its assets with those of any
other Person or entity, (v) engage in any business activity in which it is not
currently engaged other than as contemplated by the Transaction Documents and
related documentation, (vi) form, or cause to be formed, any subsidiaries,
(vii) own or acquire any asset other than as contemplated by the Transaction
Documents and related documentation, (viii) acquire the obligations or
securities of its Affiliates or the Seller, (ix) hold out its credit as being
available to satisfy the obligations of any other person or entity, (x)
identify itself as a division of any other person or entity, and (xi) make
loans to any other person or entity or buy or hold evidence of indebtedness
issued by any other person or entity. Other than as expressly set forth herein,
the Trust shall (i) pay its indebtedness, operating expenses and liabilities
from its own funds, and neither incur any indebtedness nor pay the
indebtedness, operating expenses and liabilities of any other entity and (ii)
not engage in any dissolution, liquidation, consolidation, merger or sale of
assets. Other than as contemplated by the Transaction Documents and related
documentation, the Trust shall (i) not pledge its assets for the benefit of any
other person or entity and (ii) not follow the directions or instructions of
the Depositor. 


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


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


28






	
 

	
 


	
 

	
          (q)
  The Owner Trustee shall not have the power, except upon the written direction
  of the Insurer, or if the Notes are no longer Outstanding and no Reimbursement
  Amounts remain due and owing to the Insurer or an Insurer Default has
  occurred and is continuing, the Certificateholders, to (i) remove the
  Administrator under the Administration Agreement pursuant to Section 9
  thereof, (ii) appoint a successor Administrator pursuant to Section 9 of the
  Administration Agreement, or (iii) except as expressly provided in the
  Indenture, to sell the Collateral after the termination of the Indenture. The
  Owner Trustee shall take the actions referred to in the preceding sentence
  only upon written instructions signed and authorized by the Insurer, or if
  the Notes are no longer Outstanding and no Reimbursement Amounts remain due
  and owing to the Insurer or if an Insurer Default has occurred and is
  continuing, the Certificateholders. 





          Section
5.07 Action by the Certificateholders with Respect to Bankruptcy. 


          The
Owner Trustee shall not have the power to commence or consent to a bankruptcy
relating to the Trust without the prior approval of the Insurer, or if the
Notes are no longer Outstanding, the Certificateholders and the delivery to the
Owner Trustee by the Certificateholders of a certificate certifying that the
Insurer, or if the Notes are no longer Outstanding and no Reimbursement Amounts
remain due and owing to the Insurer, the Certificateholders reasonably believes
that the Trust is insolvent. This paragraph shall survive for one year and one
day following termination of this Agreement. So long as the Indenture remains
in effect, the Certificateholders shall not have the power to institute, and
shall not institute, any bankruptcy with respect to the Trust or direct the
Owner Trustee to take such action. 


          Section
5.08 Restrictions on the Certificateholders’ Power. 


          The
Certificateholders shall not direct the Owner Trustee to take or to refrain
from taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of the
Transaction Documents or would be contrary to Section 2.03 nor shall the Owner
Trustee be obligated to follow any such direction, if given. 


          Section
5.09 Insurer’s Rights Regarding Actions, Proceedings or Investigations. 


          Until
all Notes and Reimbursement Amounts have been paid in full, all amounts owed to
the Insurer have been paid in full, the Insurance Agreement has terminated and
the Policy has been returned to the Insurer for cancellation, the following
provisions shall apply: 


	
 

	
 


	
 

	
          (a)
  Notwithstanding anything to the contrary in the Transaction Documents (but in
  all cases subject to Section 5.09(g) and (h)), without the prior written
  consent of the Insurer, the Owner Trustee shall not (i) remove a Servicer,
  (ii) initiate any claim, suit or proceeding by the Trust or compromise any
  claim, suit or proceeding brought by or against the Trust, other than with
  respect to the enforcement of any Mortgage Loan or any rights of the Trust
  thereunder or confess a judgment against the Trust, (iii) authorize the
  merger or consolidation of the Trust with or into any other statutory trust
  or other entity or convey or transfer all or substantially all of the Trust’s
  assets to any other 





29






	
 

	
 


	
 

	
Person, (iv)
  amend the Certificate of Trust unless required by the Delaware Trust Statute
  or (v) amend this Agreement in accordance with Section 10.01 of this
  Agreement. 


	
 

	
 


	
 

	
          (b)
  Notwithstanding anything contained herein or in the other Transaction
  Documents to the contrary and providing that no Insurer Default has occurred
  or is continuing (but in all cases subject to Section 5.09(g) and (h)), the
  Insurer shall have the right to participate in, to direct the enforcement or
  defense of, and, at the Insurer’s sole option, to institute or assume the
  defense of, any action, proceeding or investigation that could adversely
  affect the Trust, the Trust Estate, the Collateral, or the rights or
  obligations of the Insurer hereunder or under the Policy or the Transaction
  Documents, including (without limitation) any insolvency or bankruptcy
  proceeding in respect of the Servicer, the Seller, the Depositor, the Trust
  or any affiliate thereof. Following notice to the Indenture Trustee, the
  Insurer shall have exclusive right to determine, in its sole discretion, the
  actions necessary to preserve and protect the Trust, the Trust Estate and the
  Collateral. All costs and expenses of the Insurer in connection with such
  action, proceeding or investigation, including (without limitation) any
  judgment or settlement entered into affecting the Insurer or the Insurer’s
  interests, shall be included in the Reimbursement Amount. 


	
 

	
 


	
 

	
          (c)
  In connection with any action, proceeding or investigation that could
  adversely affect the Trust, the Trust Estate, the Collateral or the rights or
  obligations of the Insurer hereunder or under the Policy or the Transaction
  Documents, including (without limitation) any insolvency or bankruptcy
  proceeding in respect of the Servicer, the Originator, the Seller, the
  Depositor, the Trust or any affiliate thereof, the Owner Trustee hereby
  agrees to cooperate with the Insurer, and the Certificateholders agree that
  the Owner Trustee on behalf of the Trust shall take such action as directed
  by, the Insurer, including (without limitation) entering into such agreements
  and settlements as the Insurer shall direct, in its sole discretion, without
  the consent of any Noteholder. 


	
 

	
 


	
 

	
          (d)
  The Owner Trustee hereby agrees to provide the Insurer written notice of any
  action, proceeding or investigation of which it has Actual Knowledge
  regarding this agreement or any other Transaction Document. 


	
 

	
 


	
 

	
          (e)
  Each Certificateholder, by acceptance of its Certificate, as appropriate, and
  the Owner Trustee agree that the Insurer shall have such rights as set forth
  in this Section, which are in addition to any rights of the Insurer pursuant
  to the other provisions of the Transaction Documents, that the rights set
  forth in this Section may be exercised by the Insurer, in its sole
  discretion, without the need for the consent or approval of any
  Certificateholder or the Owner Trustee, notwithstanding any other provision
  contained herein or in any of the other Transaction Documents, and that
  nothing contained in this Section shall be deemed to be an obligation of the
  Insurer to exercise any of the rights provided for herein. 





30






	
 

	
 


	
 

	
          (f)
  Notwithstanding anything contained herein or in any of the other Transaction
  Documents to the contrary (but in all cases subject to Sections 5.09(g) and
  (h)), the Owner Trustee shall not, without the Insurer’s prior written
  consent or unless directed by the Insurer, undertake or join any litigation
  or agree to any settlement of any action, proceeding or investigation
  affecting the Trust, the Trust Estate, the Collateral or the rights or obligations
  of the Insurer hereunder or under the Policy or the Transaction Documents. 


	
 

	
 


	
 

	
          (g)
  With respect to the Insurer, the Owner Trustee undertakes to perform or
  observe only such of the covenants and obligations of the Owner Trustee as
  are expressly set forth in this Trust Agreement, and no implied covenants or
  obligations with respect to the Insurer shall be read into this Trust
  Agreement or the other Transaction Documents against the Owner Trustee. The
  Owner Trustee shall not be deemed to owe any fiduciary duty to the Insurer,
  and shall not be liable to any such person other than as a result of the
  gross negligence or willful misconduct of the Owner Trustee in the
  performance of its express obligations under this Trust Agreement. 


	
 

	
 


	
 

	
          (h)
  Whenever the Owner Trustee acts or refrains from acting pursuant to this
  Section 5.09, the Owner Trustee shall have all the rights, privileges and
  immunities that the Owner Trustee otherwise has under this Agreement or any
  other Transaction Document including, but not limited to, the right to
  request the Insurer provide adequate indemnity reasonably acceptable to the
  Bank and the Owner Trustee to hold the Bank and the Owner Trustee harmless. 





ARTICLE VI 

CONCERNING THE OWNER TRUSTEE


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





31






	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          Section
6.02 Furnishing of Documents. 


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


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


32






          Section
6.04 Representations and Warranties. 


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (i)
  the Bank is a banking corporation duly formed and validly existing and in
  good standing under the laws of the State of Delaware and has the power and
  authority to execute, deliver and perform its obligations under this
  Agreement and (assuming due authorization, execution and delivery of this
  Agreement by the Depositor and Administrator), has the power and authority as
  Owner Trustee to execute and deliver the Transaction Documents and to perform
  its obligations thereunder and, assuming the due authorization, execution and
  delivery hereof by the other parties hereto, this Agreement constitutes a
  legal, valid and binding obligation of the Bank or the Owner Trustee, as the
  case may be, enforceable against the Bank or the Owner Trustee, as the case
  may be, in accordance with its terms, except that (a) the enforceability
  thereof may be limited by bankruptcy, insolvency, moratorium, receivership
  and other similar laws relating to creditors’ rights generally and (b) the
  remedy of specific performance and injunctive and other forms of equitable
  relief may be subject to equitable defenses and to the discretion of the
  court before which any proceeding therefor may be brought; 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





33






	
 

	
 

	
 


	
 

	
          (b)
  Deutsche Bank National Trust Company, as Administrator, hereby represents and
  warrants to the Depositor, for the benefit of the Certificateholders and the
  Insurer, that: 


	
 

	
 


	
 

	
 

	
          (i)
  it is a national banking association duly organized and validly existing in
  good standing under the laws of the United States, and has the power and
  authority to execute, deliver and perform its obligations under this
  Agreement and, assuming the due authorization, execution and delivery hereof
  by the other parties hereto, this Agreement constitutes a legal, valid and
  binding obligation of the Administrator, enforceable against the
  Administrator in accordance with its terms, except that (a) the
  enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
  receivership and other similar laws relating to creditors’ rights generally
  and (b) the remedy of specific performance and injunctive and other forms of
  equitable relief may be subject to equitable defenses and to the discretion
  of the court before which any proceeding therefor may be brought; 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
          (iii)
  neither the execution nor the delivery by it of this Agreement nor the
  consummation by it of the transactions contemplated hereby nor compliance by
  it with any of the terms or provisions hereof will contravene any federal
  governmental rule or regulation governing the banking or trust powers of the
  Administrator or any judgment or order binding on it, or constitute any
  default under its charter documents or by-laws or any indenture, mortgage,
  contract, agreement or instrument to which it is a party or by which any of
  its properties may be bound. 


	
 

	
 

	
 


	
 

	
Section 6.05
  Reliance; Advice of Counsel. 


	
 

	
 


	
 

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





34






	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


35






          Section
6.08 Owner Trustee May Own Certificates and Notes. The Owner Trustee in
its individual capacity may become a Certificateholder (provided it is an
Eligible corporation) or the owner or pledgee of Notes and may deal with the
Depositor, the Administrator and the Indenture Trustee in banking transactions
with the same rights as it would have if it were not Owner Trustee. 


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


          Section
6.10 Doing Business in Other Jurisdictions. Notwithstanding anything
contained herein to the contrary, neither the Bank nor the Owner Trustee shall
be required to take any action in any jurisdiction other than in the State of
Delaware if the taking of such action will (i) require the consent or approval
or authorization or order of or the giving of notice to, or the registration
with or the taking of any other action in respect of, any state or other
governmental authority or agency of any jurisdiction other than the State of
Delaware; (ii) result in any fee, tax or other governmental charge under the
laws of any jurisdiction or any political subdivisions thereof in existence on
the date hereof other than the State of Delaware becoming payable by the Bank
or the Owner Trustee; or (iii) subject the Bank or the Owner Trustee to
personal jurisdiction in any jurisdiction other than the State of Delaware for
causes of action arising from acts unrelated to the consummation of the
transactions by the Bank or the Owner Trustee, as the case may be, contemplated
hereby. The Owner Trustee shall be entitled to obtain advice of counsel (which
advice shall be an expense of the Trust) to determine whether any action
required to be taken pursuant to this Agreement results in the consequences
described in clauses (i), (ii) and (iii) of the immediately preceding sentence.
In the event that such counsel advises the Owner Trustee that such action will
result in such consequences, the Owner Trustee will appoint a co-trustee
pursuant to Section 9.05 hereof to proceed with such action. 


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


ARTICLE VII 

INDEMNIFICATION AND COMPENSATION


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


36






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


          Section
7.03 Compensation. The Bank shall receive as compensation for its
services hereunder such fees as are set forth in the Fee Letter Agreement
between the Bank and the Depositor attached hereto as Exhibit G. Such fees shall
be paid first from the Trust Fund in accordance with the priorities of payment
set forth in the Sale and Servicing Agreement, and if not so paid, then by the
Depositor. 


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


ARTICLE VIII 

TERMINATION OF AGREEMENT


          Section
8.01 Termination of Agreement. 


	
 

	
 


	
 

	
          (a)
  This Agreement (other than Article VII) shall terminate and the trust created
  hereby shall dissolve and terminate and the Trust Estate shall, subject to
  the Indenture and Section 3808 of the Delaware Trust Statute, be distributed
  to the Certificateholders, and this Agreement shall be of no further force or
  effect, upon the later of (i) the Payment Date immediately following the
  payment in full of all amounts owing to the Insurer and (ii) the earliest of
  (A) the Payment Date on which the aggregate Note Principal Amount of the
  Notes (after application of any principal payments on such date) has been
  reduced to zero and all other amounts due and owing to the Noteholders have
  been paid in full, (B) the Payment Date immediately following the final payment
  or other liquidation of the last Mortgage Loan in the Trust, (C) the Payment
  Date immediately following the Optional Redemption of the Notes by the
  Servicer, as described below and (D) the Payment Date in July 2037. The
  bankruptcy, liquidation or dissolution of the Certificateholder shall not
  operate to terminate this Agreement, nor 





37






	
 

	
 


	
 

	
entitle such
  Certificateholder’s legal representatives to claim an accounting or to take
  any action or proceeding in any court for a partition or winding up of the
  Trust Estate, nor otherwise affect the rights, obligations and liabilities of
  the parties hereto. The Insurer’s rights to indemnification shall survive the
  Termination of the Trust. 


	
 

	
 


	
 

	
          (b)
  Except as provided in Section 8.01(a), neither the Depositor nor the
  Certificateholders shall be entitled to revoke or terminate the Trust
  established hereunder. 


	
 

	
 


	
 

	
          (c)
  Notice of any termination of the Trust, specifying the Payment Date upon
  which each Certificateholder shall surrender its Certificate to the
  Certificate Paying Agent for payment of the final distribution and
  cancellation, shall be given by the Certificate Paying Agent by letter to the
  Certificateholders, the Insurer (so long as the Notes are Outstanding or any
  Reimbursement Amounts remain due and owing to the Insurer) and the Rating
  Agencies mailed within five Business Days of receipt of notice of the final
  payment on the Notes from the Indenture Trustee, stating (i) the Payment Date
  upon or with respect to which final payment of the Certificate shall be made
  upon presentation and surrender of the Certificate at the office of the
  Certificate Paying Agent therein designated, (ii) the amount of any such
  final payment and (iii) that the Record Date otherwise applicable to such Payment
  Date is not applicable, payments being made only upon presentation and
  surrender of the Certificate at the office of the Certificate Paying Agent
  therein specified. The Certificate Paying Agent shall give such notice to the
  Owner Trustee and the Certificate Registrar at the time such notice is given
  to the Certificateholders. Upon presentation and surrender of the
  Certificate, the Certificate Paying Agent shall cause to be distributed to
  the Certificateholders amounts distributable on such Payment Date pursuant to
  Section 5.01 and Section 5.07 of the Sale and Servicing Agreement. 


	
 

	
 


	
 

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





          Section
8.02 Additional Termination Requirements. 


	
 

	
 

	
 

	
 


	
 

	
          (a)
  In the event of an Optional Redemption in accordance with Section 8.01 of the
  Sale and Servicing Agreement, the Trust shall be terminated in accordance
  with the following additional requirements, unless the Owner Trustee has
  received an Opinion of Counsel to the effect that the failure of the Trust to
  comply with the requirements of this Section 8.02 will not (i) result in the
  imposition of taxes on “prohibited transactions” of the Trust as defined in
  Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to
  qualify as a REMIC at any time that any Securities are outstanding: 


	
 

	
 


	
 

	
 

	
 

	
          (A)
  the Trust shall sell or cause to
  be sold all of the assets of the Trust Estate for cash in accordance with
  Section 8.01 of the Sale and Servicing Agreement; 





38






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (B)
  Within 90 days of such sale, the Indenture Trustee shall distribute the
  proceeds of such sale to the Securityholders in complete liquidation of the
  Trust Estate and the REMICs then in existence; and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (C)
  The Administrator shall attach a statement to the final Federal income tax
  return for the REMIC then in existence stating that pursuant to Treasury
  Regulation § 1.860F-1, the first day of the 90-day liquidation period for the
  REMICs was the date on which the Trust sold the assets of the Trust Estate.


	
 

	
 

	
 

	
 


	
 

	
          (b)
  By their acceptance of the Class L and Class R Certificates, the holders of
  each thereof hereby agree to the adoption of such a plan of complete
  liquidation if required under paragraph (a) above and to take such action in
  connection therewith as may be reasonably requested by the Owner Trustee or the Administrator.





ARTICLE IX 

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES


          Section
9.01 Eligibility Requirements for Owner Trustee. The Owner Trustee shall
at all times be a corporation satisfying the provisions of Section 3807(a) of
the Delaware Trust Statute; authorized to exercise corporate powers; having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by Federal or state authorities and, so long as the Notes are
Outstanding or any Reimbursement Amounts remain due and owing to the Insurer
and no Insurer Default has occurred and is continuing, acceptable to the
Insurer in its sole reasonable discretion; and having (or having a parent which
has) a short-term debt rating of at least “A-1” or the equivalent by, or which
is otherwise acceptable to, the Rating Agencies. If such corporation shall
publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time the Owner Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 9.02. 


          Section
9.02 Resignation or Removal of Owner Trustee. The Owner Trustee may at
any time resign and be discharged from the trust hereby created by giving 30
days’ prior written notice thereof to the Depositor, the Insurer (so long as
the Notes are Outstanding or any Reimbursement Amounts remain due and owing to
the Insurer) and the Indenture Trustee. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee and, so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer, the Insurer. If no successor Owner Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Owner Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Owner Trustee. 


39






          If
at any time the Owner Trustee shall cease to be eligible in accordance with the
provisions of Section 9.01 and shall fail to resign after written request
therefor by the Depositor, or if at any time the Owner Trustee shall be legally
unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the
Owner Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Owner Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the
Depositor may, and at the written direction of the Insurer (so long as the
Notes are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer), shall, remove the Owner Trustee. If the Depositor shall remove the
Owner Trustee under the authority of the immediately preceding sentence, the
Depositor shall promptly appoint a successor Owner Trustee by written
instrument in duplicate, one copy of which instrument shall be delivered to the
outgoing Owner Trustee so removed and one copy to the successor Owner Trustee
and, so long as the Notes are Outstanding or any Reimbursement Amounts remain
due and owing to the Insurer, the Insurer and payment of all fees owed to the
outgoing Owner Trustee.


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


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


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


          Upon
acceptance of appointment by a successor Owner Trustee pursuant to this
Section, the Administrator shall mail notice of the successor of such Owner
Trustee to all Certificateholders, the Indenture Trustee, the Insurer (so long
as the Notes are Outstanding or any Reimbursement Amounts remain due and owing
to the Insurer), the Noteholders and the Rating Agencies. If the Administrator
fails to mail such notice within 10 days after acceptance of appointment by the
successor Owner Trustee, the successor Owner Trustee shall cause such notice to
be mailed at the expense of the Administrator.


40






          Section
9.04 Merger or Consolidation of Owner Trustee. Any Person into which the
Owner Trustee may be merged or converted or with which it may be consolidated
or any Person resulting from any merger, conversion or consolidation to which
the Owner Trustee shall be a party, or any Person succeeding to all or
substantially all of the corporate trust business of the Owner Trustee, shall
be the successor of the Owner Trustee hereunder, provided that such Person
shall be eligible pursuant to Section 9.01, without the execution or filing of
any instrument or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding and provided, further that (so
long as the Notes are Outstanding or any Reimbursement Amounts remain due and
owing to the Insurer) the Owner Trustee shall mail notice to the Insurer.


          Section
9.05 Appointment of Co-Trustee or Separate Trustee. Notwithstanding any
other provisions of this Agreement, at any time, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Trust Estate or
any Collateral may at the time be located, and for the purpose of performing
certain duties and obligations of the Owner Trustee with respect to the Trust
and the Certificates under the Sale and Servicing Agreement, the Owner Trustee
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Owner Trustee and the Insurer (so long as
the Notes are Outstanding or any Reimbursement Amounts remain due and owing to
the Insurer and no Insurer Default has occurred and is continuing) to act as
co-trustee, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Trust Estate, and to vest in such Person,
in such capacity, such title to the Trust, or any part thereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Owner Trustee may consider necessary or desirable. No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 9.01 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 9.03.


          The
Owner Trustee hereby appoints the Indenture Trustee as Administrator for the
purpose of establishing and maintaining the Certificate Account and making the
distributions therefrom to the Persons entitled thereto pursuant to Section
5.01 and Section 5.07 of the Sale and Servicing Agreement. The Owner Trustee
and the Administrator each agree that upon the occurrence and continuation of
an Indenture Event of Default and a determination by the Indenture Trustee that
a conflict of interest exists or will exist if the Indenture Trustee continues
to act as the Administrator, the Administrator shall resign and the Owner
Trustee shall appoint a successor Administrator in accordance with the
Administration Agreement.


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


	
 

	
 


	
 

	
          (a)
  all rights, powers, duties and obligations conferred or imposed upon the
  Owner Trustee shall be conferred upon and exercised or performed by the Owner
  Trustee and such separate trustee or co-trustee jointly (it being understood
  that such separate trustee or co-trustee is not authorized to act separately
  without the Owner Trustee joining in such act), except to the extent that
  under any law of any jurisdiction in which any particular act or acts are to
  be performed, the Owner Trustee shall be incompetent or unqualified to
  perform such act or acts, in which event such rights, powers, duties, and 





41






	
 

	
 


	
 

	
obligations
  (including the holding of title to the Trust or any portion thereof in any
  such jurisdiction) shall be exercised and performed singly by such separate
  trustee or co-trustee, but solely at the direction of the Owner Trustee;


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          Any
notice, request or other writing given to the Owner Trustee shall be deemed to
have been given to the separate trustees and co-trustees, as if given to each
of them. Every instrument appointing any separate trustee or co-trustee, other
than this Agreement, shall refer to this Agreement and to the conditions of
this Article. Each separate trustee and co-trustee, upon its acceptance of
appointment, shall be vested with the estates specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be
provided therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Owner Trustee. Each
such instrument shall be filed with the Owner Trustee and a copy thereof given
to the Administrator and the Insurer (so long as the Notes are Outstanding or
any Reimbursement Amounts remain due and owing to the Insurer).


          Any
separate trustee or co-trustee may at any time appoint the Owner Trustee as its
Agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement
on its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.


ARTICLE X

MISCELLANEOUS


          Section
10.01 Supplements and Amendments. This Agreement may be amended by the
Depositor, the Administrator and the Owner Trustee, with the consent of the
Certificateholders and the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer) and with prior
written notice to the Rating Agencies, but without the consent of any of the
Noteholders or the Indenture Trustee, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders or to add, delete or amend any provisions to the extent
necessary or desirable to comply with any requirements imposed by the Code and
the REMIC Provisions; provided, however, that such action shall
not, (i) as evidenced by an Opinion of Counsel addressed to the Insurer (so
long as the Notes are Outstanding or any Reimbursement Amounts remain due and
owing to the Insurer), adversely affect in any material respect the interests
of any Noteholder, or any holder of a Certificate or cause the imposition of
any tax on any of the REMICs created by this Agreement or cause any of the
REMICs created by the Trust Agreement to fail to qualify as a REMIC at any time
that the


42






Notes are
Outstanding, or (ii) adversely affect the Insurer without the consent of the
Insurer. An amendment shall not be deemed to adversely affect in any material
respect the interests of any Noteholder or any Certificateholder and no opinion
referred to in the preceding proviso shall be required to be delivered if the
Person requesting the amendment obtains a letter from each Rating Agency
stating that the amendment would not result in the downgrading or withdrawal of
the respective ratings then assigned to each of the Notes. Notwithstanding the
preceding sentence, an Opinion of Counsel shall be required with respect to tax
matters as set forth in this paragraph.


          This
Agreement may also be amended from time to time by the Depositor, the
Administrator, the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer) and the Owner
Trustee, with the prior written consent of the Rating Agencies and with the
prior written consent of the Indenture Trustee, the holders of Notes evidencing
more than 66-2/3% of the Outstanding Amount of the Notes, and the consent of the
holders, 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 any holder; provided,
however, that no such amendment shall, as evidenced by an Opinion of
Counsel addressed to the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer), adversely affect
the tax status of the Trust; and provided, further, that no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, collections of payments on the Collateral or distributions
that shall be required to be made for the benefit of the Noteholders or the
Certificateholders or the Insurer or (b) reduce the aforesaid percentage of the
Outstanding Amount of the Notes required to consent to or to waive the
requirement for the holders to consent to any such amendment, in either case of
clause (a) or (b) without the consent of the Certificateholders of all the
outstanding Notes, the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer) and the
Certificateholders.


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


          Promptly
after the execution of any such amendment or consent, the Administrator shall
furnish written notification of the substance of such amendment or consent to
the Certificateholders, the Insurer (so long as the Notes are Outstanding or
any Reimbursement Amounts remain due and owing to the Insurer), the Indenture
Trustee and the Rating Agencies.


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


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


43






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


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


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


          Section
10.04 Limitations on Rights of Others. Nothing in this Agreement,
whether express or implied (except for Section 7.04 and Section 10.11), shall
be construed to give to any Person other than the Owner Trustee and the
Certificateholders any legal or equitable right in the Trust Estate or under or
in respect of this Agreement or any covenants, conditions or provisions
contained herein.


          Section
10.05 Notices. Unless otherwise expressly specified or permitted by the
terms hereof, all notices shall be in writing and delivered by hand, by courier
or mailed by certified mail, postage prepaid, (a) if to the Owner Trustee or
the Trust, addressed to it at the Owner Trustee’s Corporate Trust Office or to
such other address as the Owner Trustee may have set forth in a written notice
to the Certificateholders and the Depositor addressed to it at the address set
forth for such Certificateholders in the Certificate Register; (b) if to the
Administrator, Deutsche Bank National Trust Company, 1761 East St. Andrew
Place, Santa Ana, California 92705, Attention: Trust Administration IN07H1; (c)
if to the Depositor, IndyMac ABS, Inc., 3465 East Foothill Boulevard, Pasadena,
California 91107, Attention: Secondary Marketing - Transaction Management; and
(d) if to the Insurer, Financial Security Assurance Inc., 31 West 52nd
Street, New York, New York 10019, Attention: Transaction Oversight, Re: IndyMac
Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1. Whenever any
notice in writing is required to be given by the Owner Trustee or the
Administrator, such notice shall be deemed given and such requirement satisfied
if such notice is mailed by certified mail, postage prepaid, addressed as
provided above.


44






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


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


          Section
10.08 Successors and Assigns. All representations, warranties, covenants
and agreements contained herein shall be binding upon, and inure to the benefit
of, the Owner Trustee and its successors and assigns and the Depositor, the
Insurer and the Certificateholders and its respective successors, all as herein
provided. This Agreement shall also inure to the benefit of the Insurer. The
Insurer shall be entitled to rely on and enforce all covenants in this
Agreement which confers rights upon the Insurer. Any request, notice,
direction, consent, waiver or other instrument or action by the
Certificateholders shall bind the successors of such Certificateholder.


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


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


          Section
10.11 Third Party Beneficiary. The parties hereto acknowledge that the
Insurer is an express third party beneficiary hereof entitled to enforce the
provisions hereof as if it were actually a party hereto. Nothing in this
Section 10.11 however shall be construed to mitigate in any way, the fiduciary
responsibilities of the Owner Trustee to the beneficiaries of the Trust.


	
 

	
 


	
 

	
Section
  10.12 No Petition.


	
 

	
 


	
 

	
          (a)
  The Owner Trustee and the Administrator, by entering into this Agreement, the
  Certificateholders, by accepting a Certificate, and the Indenture Trustee and
  each Noteholder, by accepting the benefits of this Agreement, hereby covenant
  and agree that they will not at any time institute against the Depositor or
  the Trust, or join in any institution against the Depositor or the Trust of, any
  bankruptcy under any United States federal or state bankruptcy or similar law
  in connection with any obligations relating to the Certificates, the Notes,
  this Agreement or any of the other Transaction Documents.





45






	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)
  Notwithstanding any provisions contained in this Agreement to the contrary,
  the Depositor shall not be obligated to pay any amount pursuant to this
  Agreement unless the Depositor has received funds which may be used to make
  such. Any amount which the Depositor does not pay pursuant to the operation
  of the preceding sentence shall not constitute a claim (as defined in § 101
  of the Bankruptcy Code) against or corporate obligation of the Depositor for
  any such insufficiency unless and until the Depositor satisfies the provisions
  of such preceding sentence.





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


ARTICLE XI

OFFICERS


          Section
11.01 Appointment of Officers. The Trust may have one or more Officers
who are hereby empowered to take and are responsible for performing all
ministerial duties on behalf of the Trust pursuant to this Agreement and the
other Transaction Documents, including, without limitation, the execution of
the Officers’ Certificate (as defined in the Indenture), the Trust Order (as
defined in the Indenture), the Trust Request (as defined in the Indenture), the
annual compliance report required under Section 3.09 of the Indenture, and any
annual reports, documents and other reports which the Trust is required to file
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended. Each of the Chairman of the
Board, the Chief Executive Officer, the President, each Senior Vice President
and each Vice President of the Depositor is hereby appointed as an Officer of
the Trust. The Depositor shall promptly deliver to the Owner Trustee and the
Indenture Trustee a list of its officers who shall become the Officers of the
Trust pursuant to this Section 11.01.


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


46






ARTICLE XII

COMPLIANCE WITH REGULATION AB


          Section
12.01 Intent of the Parties; Reasonableness. The Depositor and the Owner
Trustee acknowledge and agree that the purpose of this Article XII is to
facilitate compliance by the Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission. The Depositor shall not
exercise its right to request delivery of information or other performance
under these provisions other than in good faith, or for purposes other than
compliance with the Securities Act, the Exchange Act and the rules and
regulations of the Commission under the Securities Act and the Exchange Act.
The Owner Trustee acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
mortgage-backed securities markets, advice of counsel, or otherwise, and agrees
to comply with reasonable requests made by the Depositor in good faith for
delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. The Owner Trustee shall cooperate in good
faith with any reasonable request by the Depositor for information regarding
the Owner Trustee that is necessary or required, in the reasonable good faith
determination of the Depositor, to permit the Depositor to comply with the
provisions of Regulation AB.


          Section
12.02 Additional Representations and Warranties of the Owner Trustee.


	
 

	
 


	
 

	
          (a)
  The Owner Trustee shall be deemed to represent and warrant to the Depositor
  as of the date hereof and on each date on which information is provided to
  the Depositor under Sections 12.01, 12.02(b) or 12.03 that, except as
  disclosed in writing to the Depositor prior to such date: (i) it is not aware
  and has not received notice that any default, early amortization or other
  performance triggering event has occurred as to any other Securitization
  Transaction due to any default of the Owner Trustee; (ii) there are no
  aspects of its financial condition that could have a material adverse effect
  on the performance by it of its trustee obligations under this Trust
  Agreement or any other Securitization Transaction as to which it is a
  trustee; (iii) there are no material legal or governmental proceedings
  pending (or known to be contemplated) against it that would be material to
  Noteholders; (iv) there are no relationships or transactions (as described in
  Item 1119(b) of Regulation AB) relating to the Owner Trustee with respect to
  the Depositor or any sponsor, issuing entity, servicer, trustee, originator,
  significant obligor, enhancement or support provider or other material
  transaction party (as each of such terms are used in Regulation AB) relating
  to the Securitization Transaction contemplated by this Trust Agreement, as
  identified by the Depositor to the Owner Trustee in writing as of the Closing
  Date (each, a “Transaction Party”) that are outside the ordinary course of
  business or on terms other than would be obtained in an arm’s length
  transaction with an unrelated third party, apart from the Securitization
  Transaction, and that are material to the investors’ understanding of the
  Notes; and (v) the Owner Trustee is not an affiliate (as contemplated by Item
  1119(a) of Regulation AB) of any Transaction Party. The Depositor shall notify
  the Owner Trustee of any change in the identity of a Transaction Party after
  the Closing Date at least five (5) Business Days prior to January 31 of each
  calendar year.





47






	
 

	
 


	
 

	
          (b)
  If so requested by the Depositor on any date following the Closing Date, the
  Owner Trustee shall, within five (5) Business Days following such request,
  confirm in writing the accuracy of the representations and warranties set
  forth in paragraph (a) of this Section or, if any such representation and
  warranty is not accurate as of the date of such confirmation, provide the
  pertinent facts, in writing, to the Depositor. Any such request from the
  Depositor shall not be given more than once each calendar quarter, unless the
  Depositor shall have a reasonable basis for questioning the accuracy of any
  of the representations and warranties.


	
 

	
 


	
 

	
Section
  12.03  Information to Be Provided
  by the Owner Trustee.


	
 

	
 


	
 

	
          (a)
  For so long as the Notes are outstanding, for the purpose of satisfying the
  Depositor’s reporting obligation under the Exchange Act with respect to the
  Notes, the Owner Trustee shall provide to the Depositor a written description
  of (i) the commencement of, a material development in or, if applicable, the
  termination of, any and all legal proceedings against the Owner Trustee or
  any and all proceedings of which any property of the Owner Trustee is the
  subject, that would be material to Noteholders; and (ii) any such proceedings
  known to be contemplated by governmental authorities that would be material to
  Noteholders. The Owner Trustee shall also notify the Depositor, in writing,
  as promptly as practicable following notice to or discovery by a Responsible
  Officer of the Owner Trustee of any material changes to proceedings described
  in the preceding sentence. In addition, the Owner Trustee will furnish to the
  Depositor, in writing, the necessary disclosure regarding the Owner Trustee
  describing such proceedings required to be disclosed under Item 1117 of
  Regulation AB, for inclusion in reports filed by or on behalf of the
  Depositor pursuant to the Exchange Act. The Depositor will allow the Owner
  Trustee to review any disclosure relating to material litigation against the
  Owner Trustee prior to filing such disclosure with the Commission to the
  extent the Depositor changes the information provided by the Owner Trustee.
  Any descriptions required with respect to legal proceedings, as well as
  updates to previously provided descriptions, under this Section 12.03(a)
  shall be given no later than five (5) Business Days prior to the
  Determination Date following the month in which the relevant event occurs.


	
 

	
 


	
 

	
          (b)
  For so long as the Notes are outstanding, for the purpose of satisfying the
  Depositor’s reporting obligation under the Exchange Act with respect to the
  Notes, the Owner Trustee shall, no later than January 31 of each calendar
  year, (i) provide to the Depositor such information regarding the Owner
  Trustee as is required for the purpose of compliance with Item 1119 of
  Regulation AB; provided, however, the Owner Trustee shall not be required to
  provide such information in the event that there has been no change to the
  information previously provided by the Owner Trustee to the Depositor; and
  (ii) as promptly as practicable following notice to or discovery by a
  Responsible Officer of the Owner Trustee of any changes to such information,
  provide to the Depositor, in writing, such updated information. Such
  information shall include, at a minimum, a description of any affiliation
  between the Owner Trustee and any of the following parties to the
  Securitization Transaction contemplated by this Trust Agreement, as such
  parties and their affiliates are identified to the Owner Trustee by the
  Depositor in connection with the closing of each Securitization Transaction or,
  if there has been a 





48






	
 

	
 


	
 

	
change in
  any such party, as such party is identified by the Depositor in a written
  notice to the Owner Trustee at least five (5) Business Days prior to January
  31 of each calendar year:


	
 

	
 


	
 

	
                    (1)
  the sponsor;


	
 

	
 


	
 

	
                    (2)
  any depositor;


	
 

	
 


	
 

	
                    (3)
  the issuing entity;


	
 

	
 


	
 

	
                    (4)
  any servicer;


	
 

	
 


	
 

	
                    (5)
  any other trustee;


	
 

	
 


	
 

	
                    (6)
  any originator;


	
 

	
 


	
 

	
                    (7)
  any significant obligor;


	
 

	
 


	
 

	
                    (8)
  any enhancement or support provider; and


	
 

	
 


	
 

	
                    (9)
  any other material party related to any Securitization Transaction.





          In
addition, the Owner Trustee shall provide a description of whether there is,
and if so the general character of, any business relationship, agreement,
arrangement, transaction or understanding between the Owner Trustee and any
above-listed party that is entered into outside the ordinary course of business
or is on terms other than would be obtained in an arm’s length transaction with
an unrelated third party, apart from the Securitization Transaction
contemplated by this Trust Agreement, that currently exists or that existed
during the past two years and that is material to an investor’s understanding
of the Notes.


	
 

	
 


	
 

	
          (c)
  As of the related Payment Date with respect to each Report on Form 10-D with
  respect to the Notes filed by or on behalf of the Depositor, and as of March
  15 preceding the date each Report on Form 10-K with respect to the Notes is
  filed, the Owner Trustee shall be deemed to represent and warrant that any
  information previously provided by the Owner Trustee under this Article XII
  is materially correct and does not have any material omissions unless the
  Owner Trustee has provided an update to such information.


	
 


	
 

	
Section
  12.04 Indemnification; Remedies.


	
 


	
 

	
          (a)
  The Owner Trustee shall indemnify the Depositor, each affiliate of the
  Depositor, the Servicer and each affiliate of the Servicer, and the
  respective present and former directors, officers, employees and agents of
  each of the foregoing, and shall hold each of them harmless from and against
  any claims, losses, liabilities (including penalties), actions, suits,
  judgments, demands, damages, costs and expenses (including reasonable fees
  and expenses of attorneys or, as necessary, consultants and auditors and
  reasonable costs of investigations) that any of them may sustain arising out
  of or based upon:





49







	
 

	
 


	
 

	
          (1)
  (A) any untrue statement of a material fact contained or alleged to be
  contained in any information, report, certification or other material
  provided under this Article XII by or on behalf of the Owner Trustee
  (collectively, the “Owner Trustee Information”), or (B) the omission
  or alleged omission to state in the Owner Trustee Information a material fact
  required to be stated in the Owner Trustee Information or necessary in order
  to make the statements therein, in the light of the circumstances under which
  they were made, not misleading; or 


	
 

	
 


	
 

	
          (2)
  any failure by the Owner Trustee to deliver any information, report,
  certification or other material when and as required under this Article XII. 






          (b)
In the case of any failure of performance described in clause (2) of Section
12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all
costs reasonably incurred by the Depositor in order to obtain the information,
report, certification or other material not delivered by the Owner Trustee as
required and (ii) cooperate with the Depositor to mitigate any damages that may
result from such failure. 


          (c)
The Depositor and the Servicer shall indemnify the Owner Trustee, each
affiliate of the Owner Trustee and the respective present and former directors,
officers, employees and agents of the Owner Trustee, and shall hold each of
them harmless from and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments, and any
other costs, fees and expenses that any of them may sustain arising out of or
based upon (i) any untrue statement of a material fact contained or alleged to
be contained in any information provided under this Trust Agreement by or on
behalf of the Depositor or the Servicer for inclusion in any report filed with
Commission under the Exchange Act (collectively, the “IndyMac Information”), or
(ii) the omission or alleged omission to state in the IndyMac Information a
material fact required to be stated in the IndyMac Information or necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. 


          (d)
Notwithstanding any provision in this Section 12.04 to the contrary, the
parties agree that none of the Owner Trustee, the Depositor or the Servicer
shall be liable to the other for any consequential or punitive damages
whatsoever, whether in contract, tort (including negligence and strict
liability), or any other legal or equitable principle; provided, however, that
such limitation shall not be applicable with respect to third party claims made
against a party. 




[signature pages follow]


50






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


	
 

	
 

	
 

	
 


	
 

	
INDYMAC ABS, INC.,

	
 


	
 

	
as Depositor

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Jill Jacobson

	
 


	
 

	


	
 


	
 

	
Name: Jill
  Jacobson

	
 


	
 

	
Title:   Vice
  President

	
 


	
 

	
 

	
 

	
 


	
 

	
WILMINGTON TRUST COMPANY,

	
 


	
 

	
as Owner
  Trustee

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Michele C. Harra

	
 


	
 

	


	
 


	
 

	
Name:
  Michele C. Harra

	
 


	
 

	
Title:
    Financial Services Officer

	
 


	
 

	
 

	
 

	
 


	
 

	
DEUTSCHE BANK NATIONAL

	
 


	
 

	
TRUST COMPANY,

	
 


	
 

	
not in its
  individual capacity

	
 


	
 

	
but solely
  as Administrator

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Amy Stoddard

	
 


	
 

	


	
 


	
 

	
Name: Amy
  Stoddard

	
 


	
 

	
Title:
    Authorized Signer

	
 








	
 

	
 


	
S-1

	
IndyMac Home Equity Mortgage Loan


	
 

	
Asset-Backed Trust, Series 2007-H1


	
 

	
Amended and Restated Trust Agreement










EXHIBIT A-1 


FORM OF CLASS B CERTIFICATE


          THIS
CLASS B CERTIFICATE IS A REMIC REGULAR INTEREST CERTIFICATE. THIS CLASS B
CERTIFICATE REPRESENTS CERTAIN RESIDUAL RIGHTS TO PAYMENT TO THE EXTENT
DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERRED TO HEREIN. 


          THIS
CLASS B CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. ANY RESALE,
TRANSFER OR OTHER DISPOSITION OF THIS CLASS B CERTIFICATE WITHOUT SUCH
REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT
REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 3.03 OF THE TRUST AGREEMENT REFERRED TO HEREIN. 


          NO
TRANSFER OF THIS CLASS B CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE PROVIDES
A REPRESENTATION LETTER FROM THE TRANSFEREE OF SUCH CLASS B CERTIFICATE,
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND
THE INSURER, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT ACQUIRING THE CLASS B
CERTIFICATE FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY ENTITY DEEMED TO HOLD THE
“PLAN ASSETS” OF THE FOREGOING, WHICH REPRESENTATION LETTER SHALL NOT BE AN
EXPENSE OF THE OWNER TRUSTEE OR THE INSURER. 


          NO
TRANSFER OF A CLASS B CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR IS MADE IN ACCORDANCE WITH SAID ACT
AND LAWS. EXCEPT FOR THE INITIAL ISSUANCE OF THE CLASS B CERTIFICATE TO THE
INITIAL HOLDER, THE OWNER TRUSTEE SHALL REQUIRE THE TRANSFEREE TO EXECUTE AN
INVESTMENT LETTER ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE
OWNER TRUSTEE AND THE INSURER CERTIFYING TO THE OWNER TRUSTEE AND THE INSURER
THE FACTS SURROUNDING SUCH TRANSFER, WHICH INVESTMENT LETTER SHALL NOT BE AN
EXPENSE OF THE OWNER TRUSTEE, OR THE INSURER. THE HOLDER OF A CLASS B
CERTIFICATE DESIRING TO EFFECT SUCH TRANSFER SHALL, AND DOES HEREBY AGREE TO,
INDEMNIFY THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE
INSURER 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. 


A-1-1






          THIS
CLASS B CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS. 


A-1-2






INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, 

SERIES 2007-H1 

CLASS B CERTIFICATE


	
 

	
 


	
Class: B

	
Cut-off Date: March 14, 2007


	
Percentage
  Interest: [____]%

	
Issue Date: March 23, 2007


	
First
  Payment Date: April 25, 2007

	
 





No. 1 


INDYMAC ABS, INC.

Class B Certificateholder


A-1-3






OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


This is one of the Class B Certificates
referred to in the within-mentioned Trust Agreement.


WILMINGTON TRUST COMPANY, 

not in its individual capacity but solely as Owner Trustee


	
 

	
 

	
 


	
By:

	
 


	
 

	


	
 


	
 

	
Authenticating Agent

	
 





A-1-4






          The
Trust was created pursuant to a Trust Agreement dated March 12, 2007, between
IndyMac ABS, Inc. (the “Depositor”) and Wilmington Trust Company, as owner
trustee (the “Owner Trustee”), as amended and restated by the Amended
and Restated Trust Agreement, dated March 23, 2007 (as further amended,
modified or supplemented, the “Trust Agreement”) between the Depositor,
Deutsche Bank National Trust Company, as administrator (the “Administrator”)
and the Owner Trustee, a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the Trust
Agreement. 


          This
Class B Certificate is one of the duly authorized Class B Certificates
designated as “IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series
2007-H1 Asset-Backed Certificates, Class B” (herein called, together with the
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1
Asset-Backed Certificates, Class L and the IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series 2007-H1 Asset-Backed Certificates, Class R, the “Certificates”).
Also issued by the Trust under the Indenture are Notes (the “Notes”).
These Class B Certificates are issued under and are subject to the terms,
provisions and conditions of the Trust Agreement, to which Trust Agreement the
holder of this Class B Certificate by virtue of the acceptance hereof assents
and by which such holder is bound. The property of the Trust includes a pool of
certain adjustable rate home equity revolving line of credit loans (the “Mortgage
Loans”) (including any Additional Balances related thereto). 


          Under
the Sale and Servicing Agreement, dated as of March 14, 2007, between the
Issuer, the Depositor, the Servicer and the Indenture Trustee, there will be
distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (the “Payment Date”),
commencing in April 2007 to the Person in whose name this Class B Certificate
is registered at the close of business on the last Business Day of the
preceding calendar month (the “Record Date”) such Class B
Certificateholder’s Percentage Interest in the amount to be distributed to
Class B Certificateholders on such Payment Date. 


          The
holder of this Class B Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Class B Certificate are subordinated
to the rights of the Noteholders as described in the Sale and Servicing
Agreement, the Indenture and the Trust Agreement, as applicable. 


          The
holder of this Class B Certificate, by acceptance of this Class B Certificate,
specifically acknowledges that it has no right to or interest in any monies at
any time held in the Trust Estate prior to the release of such monies pursuant
to Section 5.01(a)(II) of the Sale and Servicing Agreement, such monies being
held in trust for the benefit of the Noteholders and the Insurer.
Notwithstanding the foregoing, in the event that it is ever determined that the
monies held in the Trust Estate constitute a pledge of collateral, then the
provisions of the Sale and Servicing Agreement shall be considered to
constitute a security agreement and the Certificateholder of this Class B
Certificate hereby grants to the Indenture Trustee and the Insurer a first
priority perfected security interest in such amounts. In addition, each Class B
Certificateholder, by acceptance of its Class B Certificate, hereby appoints
the Depositor as its agent to pledge a first priority perfected security
interest in the Trust Estate and
agrees to execute 


A-1-5






and deliver
such instruments of conveyance, assignment, grant, confirmation, etc., as well
as any financing statements, in each case as the Insurer shall consider
reasonably necessary in order to perfect the Indenture Trustee’s security
interest in the Trust Estate. 


          Each
Class B Certificateholder, by its acceptance of a Class B Certificate,
covenants and agrees that such Class B Certificateholder will not at any time
institute against the Trust, the Seller or the Depositor, or join in any
institution against the Trust, the Seller or the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Class B Certificates, the
Trust Agreement or any of the Transaction Documents. 


          Distributions
on this Class B Certificate will be made as provided in the Sale and Servicing
Agreement and the Indenture by the Owner Trustee by wire transfer to the Class
B Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class B Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Class B Certificate
will be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class B
Certificate at the office or agency maintained for the purpose by the Owner
Trustee in the Corporate Trust Office. 


          Unless
the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee, by manual signature, this Class B
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose. 


          The
Class B Certificates do not represent an obligation of, or an interest in, the
Seller, the Depositor, a Servicer, the Servicer, the Insurer, the Owner Trustee
or any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Indenture or the Transaction Documents.
In addition, this Class B Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections with respect to the Mortgage Loans, as more specifically set forth
herein, in the Sale and Servicing Agreement and in the Indenture. A copy of
each of the Sale and Servicing Agreement and the Trust Agreement may be
examined during normal business hours at the principal office of the Depositor,
and at such other places, if any, designated by the Depositor, by any Class B
Certificateholder upon written request. 


          The
Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Administrator and the rights of the Class B Certificateholders
under the Trust Agreement at any time by the Depositor, the Administrator and
the Owner Trustee with the prior written consent of the Insurer and with the
consent of the holders of the Notes and the Class B Certificates evidencing not
less than a majority of the outstanding Notes and the Class B Certificates. Any
such amendment shall be conclusive and binding upon the holder of this Class B
Certificate and on all future holders of this Class B Certificate and of any
Class B Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this 


A-1-6






Class B
Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the holders of any of the Class B
Certificates (other than the Initial Holder, or the Insurer). 


          As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the transfer of this Class B Certificate is registrable in the
Certificate Register upon surrender of this Class B Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Owner Trustee in the Corporate Trust Office,
accompanied by a written instrument of transfer in form satisfactory to the
Owner 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 Class B Certificates in authorized denominations evidencing the same
aggregate interest in the Trust will be issued to the designated transferee.
The initial Certificate Registrar appointed under the Trust Agreement is
Deutsche Bank National Trust Company. 


          The
Class B Certificates are issuable only as registered Class B Certificates
without coupons in minimum Percentage Interests of 1%. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Class B
Certificates are exchangeable for new Class B Certificates in authorized
denominations evidencing the same aggregate denomination, as requested by the
holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge payable in connection therewith. 


          The
Owner Trustee, the Certificate Registrar, the Insurer and any agent of the
Owner Trustee, the Certificate Registrar, or the Insurer may treat the person
in whose name this Class B Certificate is registered as the owner hereof for
all purposes, and none of the Owner Trustee, the Certificate Registrar, the
Insurer nor any such agent shall be affected by any notice to the contrary. 


          The
obligations and responsibilities created by the Trust Agreement and the Trust
created thereby shall terminate upon the payment to Class B Certificateholders
of all amounts required to be paid to them pursuant to the Trust Agreement, the
Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Trust. The Servicer may at its option redeem the
Notes at a price and upon the satisfaction of certain conditions specified in
Section 8.01 of the Sale and Servicing Agreement, and if all of the Notes are
redeemed, such redemption may result in termination of the Trust which may
effect a transfer of the Class B Certificates; however, such right of purchase
is exercisable, subject to certain restrictions set forth in the Sale and
Servicing Agreement. 


          The
recitals contained herein shall be taken as the statements of the Depositor or
the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Class B Certificate
or of any Mortgage Loan or related document. 


A-1-7






          Unless
the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee, by manual or facsimile signature, this
Class B Certificate shall not entitle the holder hereof to any benefit under
the Trust Agreement or the Sale and Servicing Agreement or be valid for any
purpose. 


A-1-8






          IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class B Certificate to be duly executed. 


	
 

	
 

	
 


	
 

	
INDYMAC HOME
  EQUITY MORTGAGE LOAN


	
 

	
ASSET-BACKED
  TRUST, SERIES 2007-H1


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
By:

	
WILMINGTON
  TRUST COMPANY, not


	
 

	
 

	
in its
  individual capacity but solely as


	
 

	
 

	
Owner
  Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





Dated:
__________, 2007 


A-1-9






ASSIGNMENT


	
 

	
 


	
 

	
FOR VALUE
  RECEIVED, the undersigned hereby sells, assigns and transfers unto


	
 

	
 


	
 

	
PLEASE
  INSERT SOCIAL SECURITY


	
 

	
OR OTHER
  IDENTIFYING NUMBER


	
 

	
OF ASSIGNEE


	
 

	
 


	


	



	
 

	
(Please
  print or type name and address, including postal zip code, of assignee)


	
 

	
 


	


	



	
          the
  within Class B Certificate, and all rights thereunder, hereby
  irrevocably constituting and appointing


	
 

	
 


	
______________________________
  Attorney to transfer said Class B Certificate on the books of the
  Certificate Registrar, with full power of substitution in the premises.


	
 

	
 


	
 

	
Dated:








	
 

	
 

	
 


	
 

	


	
*


	
 

	
Signature
  Guaranteed:

	
 


	
 

	
 

	
 


	
 

	


	
*










	
 

	
 


	
*

	
NOTICE:  The signature to this
  assignment must correspond with the name of the registered owner as it
  appears on the face of the within Class B Certificate in every particular, without alteration,
  enlargement or any change whatever.
  Such signature must be guaranteed by an “eligible guarantor
  institution” meeting the requirements of the Certificate Registrar, which requirements include membership or
  participation in STAMP or such other “signature guarantee program” as may be
  determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with
  the Securities Exchange Act of 1934, as amended.





A-1-10






EXHIBIT A-2


FORM OF CLASS L CERTIFICATE


          THIS
CLASS L CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CLASS L
CERTIFICATE REPRESENTS CERTAIN RESIDUAL RIGHTS TO PAYMENT TO THE EXTENT
DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERRED TO HEREIN.


          THIS
CLASS L CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES
PERSON.


          THIS
CLASS L CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
THIS CLASS L CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.03 OF THE TRUST AGREEMENT
REFERRED TO HEREIN.


          NO
TRANSFER OF THIS CLASS L CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE PROVIDES
A REPRESENTATION LETTER FROM THE TRANSFEREE OF SUCH CLASS L CERTIFICATE,
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND
THE INSURER, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT ACQUIRING THE CLASS L
CERTIFICATE FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY ENTITY DEEMED TO HOLD THE
“PLAN ASSETS” OF THE FOREGOING, WHICH REPRESENTATION LETTER SHALL NOT BE AN EXPENSE
OF THE OWNER TRUSTEE OR THE INSURER.


          NO
TRANSFER OF A CLASS L CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR IS MADE IN ACCORDANCE WITH SAID ACT
AND LAWS.  EXCEPT FOR THE INITIAL
ISSUANCE OF THE CLASS L CERTIFICATE TO THE INITIAL HOLDER, THE OWNER TRUSTEE
SHALL REQUIRE THE TRANSFEREE TO EXECUTE AN INVESTMENT LETTER ACCEPTABLE TO AND
IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE INSURER
CERTIFYING TO THE OWNER TRUSTEE AND THE INSURER THE FACTS SURROUNDING SUCH
TRANSFER, WHICH INVESTMENT LETTER SHALL NOT BE AN EXPENSE OF THE OWNER TRUSTEE,
OR THE INSURER.  THE HOLDER OF A CLASS L
CERTIFICATE DESIRING TO EFFECT SUCH TRANSFER SHALL, AND DOES HEREBY AGREE TO,
INDEMNIFY THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE
INSURER 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.


A-2-1






          NEITHER
THIS CLASS L CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CLASS L
CERTIFICATE, MAY BE TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS
PRIOR TO SUCH DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE OWNER
TRUSTEE AND THE CERTIFICATE REGISTRAR AN AFFIDAVIT STATING (A) THAT THE
PROPOSED TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION” WITHIN THE MEANING OF
SECTION 860E(E)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
AND IS NOT PURCHASING THE CLASS L CERTIFICATE ON BEHALF OF A DISQUALIFIED
ORGANIZATION AND (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID OR IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX.


          NO
TRANSFER OF THIS CLASS L CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS
TO THE TRANSFEREE’S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW AND
THE OTHER OPINIONS AND CERTIFICATES SPECIFIED IN SECTION 3.03 OF THE AGREEMENT
REFERRED TO HEREIN.


          THIS
CLASS L CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


A-2-2






INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, 

SERIES 2007-H1

CLASS L CERTIFICATE


	
 

	
 

	
 


	
Class:  L

	
Cut-off Date:

	
  March
  14, 2007


	
Percentage Interest:  [____]%

	
Issue Date:  

	
  March
  23, 2007


	
First Payment Date: April 25, 2007

	
 

	
 





No. 1


INDYMAC ABS, INC.

Class L Certificateholder


A-2-3






OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


          This
is one of the Class L Certificates referred to in the within-mentioned Trust
Agreement.


	
 

	
 

	
 

	
 


	
 

	
WILMINGTON TRUST COMPANY, 

  not in its individual capacity but solely as Owner

  Trustee


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
Authenticating Agent

	
 





A-2-4






          The
Trust was created pursuant to a Trust Agreement dated March 12, 2007, between
IndyMac ABS, Inc. (the “Depositor”) and Wilmington Trust Company, as owner
trustee (the “Owner Trustee”), as amended and restated by the Amended
and Restated Trust Agreement, dated March 23, 2007 (as further amended,
modified or supplemented, the “Trust Agreement”) between the Depositor,
Deutsche Bank National Trust Company, as administrator (the “Administrator”)
and the Owner Trustee, a summary of certain of the pertinent provisions of
which is set forth below.  To the extent
not otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement.


          This
Class L Certificate is one of the duly authorized Class L Certificates
designated as “IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series
2007-H1 Asset-Backed Certificates, Class L”
(herein called, together with the IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series 2007-H1 Asset-Backed Certificates, Class B and the
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1 Asset
Backed Certificates, Class R, the “Certificates”).  Also issued by the Trust under the Indenture
are Notes (the “Notes”).  These
Class L Certificates are issued under and are subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the holder of
this Class L Certificate by virtue of the acceptance hereof assents and by
which such holder is bound.  The
property of the Trust includes a pool of certain adjustable rate home equity
revolving line of credit loans (the “Mortgage Loans”) (including any
Additional Balances related thereto).


          Under
the Sale and Servicing Agreement dated as of March 14, 2007 between the Issuer,
the Depositor, the Servicer and the Indenture Trustee, there will be
distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (the “Payment Date”),
commencing in April 2007, to the Person in whose name this Class L Certificate
is registered at the close of business on the last Business Day of the
preceding calendar month (the “Record Date”) such Class L
Certificateholder’s Percentage Interest in the amount to be distributed to
Class L Certificateholders on such Payment Date.


          The
holder of this Class L Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Class L Certificate are subordinated
to the rights of the Noteholders as described in the Sale and Servicing
Agreement, the Indenture and the Trust Agreement, as applicable.


          The
holder of this Class L Certificate, by acceptance of this Class L Certificate,
specifically acknowledges (i) that it has no right to or interest in any monies
at any time held in the Trust Estate prior to the release of such monies
pursuant to Section 5.01(a)(II) of the Sale and Servicing Agreement, such
monies being held in trust for the benefit of the Noteholders and the Sale and
Servicing Agreement, and (ii) the obligations of the holder of the Class L
Certificate in the Sale and Servicing Agreement.  Notwithstanding the foregoing, in the event that it is ever
determined that the monies held in the Trust Estate constitute a pledge of
collateral, then the provisions of the Sale and Servicing Agreement shall be
considered to constitute a security agreement and the holder of this Class L
Certificate hereby grants to the Indenture Trustee and the Insurer a first
priority perfected security interest in such amounts.  In addition, each Class L Certificateholder, by acceptance of its
Class L Certificate, hereby appoints the Depositor, as its agent to pledge a first
priority perfected security interest in the Trust Estate and agrees to execute
and deliver such instruments of conveyance, assignment, grant, confirmation,
etc., as well as any


A-2-5






financing
statements, in each case as the Insurer shall consider reasonably necessary in
order to perfect the Indenture Trustee’s security interest in the Trust Estate.


          Each
Class L Certificateholder, by its acceptance of a Class L Certificate,
covenants and agrees that such Class L Certificateholder will not at any time
institute against the Trust, the Seller or the Depositor, or join in any
institution against the Trust, the Seller or the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Class L Certificates, the
Trust Agreement or any of the Transaction Documents.


          Distributions
on this Class L Certificate will be made as provided in the Sale and Servicing
Agreement and the Indenture by the Owner Trustee by wire transfer to the Class
L Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class L Certificate or the making of any
notation hereon.  Except as otherwise
provided in the Trust Agreement and notwithstanding the above, the final
distribution on this Class L Certificate will be made after due notice by the
Owner Trustee of the pendency of such distribution and only upon presentation
and surrender of this Class L Certificate at the office or agency maintained
for the purpose by the Owner Trustee in the Corporate Trust Office.


          Unless
the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee, by manual signature, this Class L Certificate
shall not entitle the holder hereof to any benefit under the Trust Agreement or
the Sale and Servicing Agreement or be valid for any purpose.


          The
Class L Certificates do not represent an obligation of, or an interest in, the
Seller, the Depositor, a Servicer, the Servicer, the Insurer, the Owner Trustee
or any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Indenture or the Transaction
Documents.  In addition, this Class L
Certificate is not guaranteed by any governmental agency or instrumentality and
is limited in right of payment to certain collections with respect to the
Mortgage Loans, as more specifically set forth herein, in the Sale and
Servicing Agreement and in the Indenture.
A copy of each of the Sale and Servicing Agreement and the Trust
Agreement may be examined during normal business hours at the principal office
of the Depositor, and at such other places, if any, designated by the
Depositor, by any Class L Certificateholder upon written request.


          The
Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Administrator and the rights of the Class L Certificateholders
under the Trust Agreement at any time by the Depositor, the Administrator and
the Owner Trustee with the prior written consent of the Insurer and with the
consent of the holders of the Notes and the Class L Certificates evidencing not
less than a majority of the outstanding Notes and the Class L
Certificates.  Any such amendment shall
be conclusive and binding upon the holder of this Class L Certificate and on
all future holders of this Class L Certificate and of any Class L Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Class L Certificate.  The Trust Agreement also permits the
amendment thereof, in certain limited


A-2-6






circumstances,
without the consent of the holders of any of the Class L Certificates (other
than the Initial Holder, or the Insurer).


          As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the transfer of this Class L Certificate is registrable in the
Certificate Register upon surrender of this Class L Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Owner Trustee in the Corporate Trust Office,
accompanied by a written instrument of transfer in form satisfactory to the
Owner Trustee and the Certificate Registrar duly executed by the
Certificateholder hereof or such Certificateholder’s attorney duly authorized
in writing, and thereupon one or more new Class L Certificates in authorized
denominations evidencing the same aggregate interest in the Trust will be
issued to the designated transferee.
The initial Certificate Registrar appointed under the Trust Agreement is
Deutsche Bank National Trust Company.


          The
Class L Certificates are issuable only as registered Class L Certificates
without coupons in minimum Percentage Interests of 100%.  As provided in the Trust Agreement and
subject to certain limitations therein set forth, Class L Certificates are
exchangeable for new Class L Certificates evidencing the same denomination, as
requested by the holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge payable in
connection therewith.


          The
Owner Trustee, the Certificate Registrar, the Insurer and any agent of the
Owner Trustee, the Certificate Registrar, or the Insurer may treat the person
in whose name this Class L Certificate is registered as the owner hereof for
all purposes, and none of the Owner Trustee, the Certificate Registrar, the
Insurer nor any such agent shall be affected by any notice to the contrary.


          The
obligations and responsibilities created by the Trust Agreement and the Trust
created thereby shall terminate upon the payment to Class L Certificateholders
of all amounts required to be paid to them pursuant to the Trust Agreement, the
Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Trust.  The
Servicer may at its option redeem the Notes at a price and upon the
satisfaction of certain conditions specified in Section 8.01 of the Sale and
Servicing Agreement, and if all of the Notes are redeemed, such redemption may
result in termination of the Trust which may effect a transfer of the Class L
Certificates; however, such right of purchase is exercisable, subject to
certain restrictions set forth in the Sale and Servicing Agreement.


          The
recitals contained herein shall be taken as the statements of the Depositor or
the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof.
The Owner Trustee makes no representations as to the validity or
sufficiency of this Class L Certificate or of any Mortgage Loan or related
document.


          Unless
the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee, by manual or facsimile signature, this
Class L Certificate shall not entitle the holder hereof to any benefit under
the Trust Agreement or the Sale and Servicing Agreement or be valid for any
purpose.


A-2-7






          IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class L Certificate to be duly executed.


	
 

	
 

	
 


	
 

	
INDYMAC HOME
  EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2007-H1


	
 

	
 


	
 

	
By: 

	
WILMINGTON TRUST COMPANY, not in its
  individual capacity but solely as Owner Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





Dated:  __________,
2007


A-2-8






ASSIGNMENT


          FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto


PLEASE INSERT SOCIAL SECURITY

OR OTHER IDENTIFYING NUMBER

OF ASSIGNEE


	
 


	



	
(Please print or type name and address, including postal zip code, of
  assignee)


	
 


	



	
          the
  within Class L Certificate, and all rights thereunder, hereby irrevocably
  constituting and appointing


	
 


	
______________________________
  Attorney to transfer said Class L Certificate on the books of the Certificate
  Registrar, with full power of substitution in the premises.





Dated:


	
 

	
 

	
 


	
 

	


	
*


	
 

	
Signature
  Guaranteed:

	
 


	
 

	
 

	
 


	
 

	


	
*










	
 

	
 


	
*

	
NOTICE:  The signature to this
  assignment must correspond with the name of the registered owner as it
  appears on the face of the within Class L Certificate in every particular, without alteration,
  enlargement or any change whatever.
  Such signature must be guaranteed by an “eligible guarantor
  institution” meeting the requirements of the Certificate Registrar, which requirements include membership or
  participation in STAMP or such other “signature guarantee program” as may be
  determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with
  the Securities Exchange Act of 1934, as amended.





A-2-9






EXHIBIT A-3


FORM OF CLASS R CERTIFICATE


          THIS
CLASS R CERTIFICATE IS A REMIC RESIDUAL INTEREST CERTIFICATE. THIS CLASS R
CERTIFICATE REPRESENTS CERTAIN RESIDUAL RIGHTS TO PAYMENT TO THE EXTENT
DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERRED TO HEREIN.


          THIS
CLASS R CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES
PERSON.


          THIS
CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE.  ANY RESALE, TRANSFER OR OTHER DISPOSITION OF
THIS CLASS R CERTIFICATE WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE
ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION
AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3.03 OF THE TRUST AGREEMENT
REFERRED TO HEREIN.


          NO
TRANSFER OF THIS CLASS R CERTIFICATE MAY BE MADE UNLESS THE TRANSFEREE PROVIDES
A REPRESENTATION LETTER FROM THE TRANSFEREE OF SUCH CLASS R CERTIFICATE,
ACCEPTABLE TO AND IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND
THE INSURER, TO THE EFFECT THAT SUCH TRANSFEREE IS NOT ACQUIRING THE CLASS R
CERTIFICATE FOR, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) OR TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY ENTITY DEEMED TO HOLD THE
“PLAN ASSETS” OF THE FOREGOING, WHICH REPRESENTATION LETTER SHALL NOT BE AN
EXPENSE OF THE OWNER TRUSTEE OR THE INSURER.


          NO
TRANSFER OF A CLASS R CERTIFICATE SHALL BE MADE UNLESS SUCH TRANSFER IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR IS MADE IN ACCORDANCE WITH SAID ACT
AND LAWS.  EXCEPT FOR THE INITIAL
ISSUANCE OF THE CLASS R CERTIFICATE TO THE INITIAL HOLDER, THE OWNER TRUSTEE
SHALL REQUIRE THE TRANSFEREE TO EXECUTE AN INVESTMENT LETTER ACCEPTABLE TO AND
IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND THE INSURER CERTIFYING
TO THE OWNER TRUSTEE AND THE INSURER THE FACTS SURROUNDING SUCH TRANSFER, WHICH
INVESTMENT LETTER SHALL NOT BE AN EXPENSE OF THE OWNER TRUSTEE, OR THE
INSURER.  THE HOLDER OF A CLASS R
CERTIFICATE DESIRING TO EFFECT SUCH TRANSFER SHALL, AND DOES HEREBY AGREE TO,
INDEMNIFY THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE
INSURER 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.


A-3-1






          NEITHER
THIS CLASS R CERTIFICATE, NOR ANY BENEFICIAL INTEREST IN THIS CLASS R
CERTIFICATE, MAY BE TRANSFERRED, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS
PRIOR TO SUCH DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE OWNER
TRUSTEE AND THE CERTIFICATE REGISTRAR AN AFFIDAVIT STATING (A) THAT THE
PROPOSED TRANSFEREE IS NOT A “DISQUALIFIED ORGANIZATION” WITHIN THE MEANING OF
SECTION 860E(E)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)
AND IS NOT PURCHASING THE CLASS R CERTIFICATE ON BEHALF OF A DISQUALIFIED
ORGANIZATION AND (B) THAT NO PURPOSE OF SUCH TRANSFER IS TO AVOID OR IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX.


          NO
TRANSFER OF THIS CLASS R CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS
TO THE TRANSFEREE’S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S. LAW AND
THE OTHER OPINIONS AND CERTIFICATES SPECIFIED IN SECTION 3.03 OF THE AGREEMENT
REFERRED TO HEREIN.


          THIS
CLASS R CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.


A-3-2






INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, 

SERIES 2007-H1


CLASS R CERTIFICATE


	
 

	
 

	
 


	
Class: R

	
 

	
 


	
Percentage Interest:  [____]%

	
Cut-off Date:

	
  March
  14, 2007


	
First Payment Date: April 25, 2007

	
Issue Date:

	
  March
  23, 2007





No. 1


INDYMAC ABS, INC.

Class R Certificateholder


A-3-3






OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION


          This
is one of the Class R Certificates referred to in the within-mentioned Trust
Agreement.


	
 

	
 

	
 

	
 


	
 

	
WILMINGTON TRUST COMPANY, 

  not in its individual capacity but solely as Owner

  Trustee

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Authenticating Agent

	
 





A-3-4






          The
Trust was created pursuant to a Trust Agreement dated March 12, 2007, between
IndyMac ABS, Inc. (the “Depositor”) and Wilmington Trust Company, as owner
trustee (the “Owner Trustee”), as amended and restated by the Amended
and Restated Trust Agreement, dated March 23, 2007 (as further amended,
modified or supplemented, the “Trust Agreement”) between the Depositor,
Deutsche Bank National Trust Company, as administrator (the “Administrator”)
and the Owner Trustee, a summary of certain of the pertinent provisions of
which is set forth below.  To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement.


          This
Class R Certificate is one of the duly authorized Class R Certificates
designated as “IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series
2007-H1 Asset-Backed Certificates, Class R”
(herein called, together with the IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series 2007-H1 Asset-Backed Certificates, Class B and the
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1 Asset
Backed Certificates, Class L, the “Certificates”).  Also issued by the Trust under the Indenture
are Notes (the “Notes”).  These
Class R Certificates are issued under and are subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the holder of
this Class R Certificate by virtue of the acceptance hereof assents and by
which such holder is bound.  The
property of the Trust includes a pool of certain adjustable rate home equity
line of credit loans (the “Mortgage Loans”) (including any Additional
Balances related thereto).


          Under
the Sale and Servicing Agreement dated as of March 14, 2007 between the Issuer,
the Depositor, the Servicer and the Indenture Trustee, there will be
distributed on the 25th day of each month or, if such 25th
day is not a Business Day, the next Business Day (the “Payment Date”),
commencing in April 2007, to the Person in whose name this Class R Certificate
is registered at the close of business on the last Business Day of the
preceding calendar month (the “Record Date”) such Class R
Certificateholder’s Percentage Interest in the amount to be distributed to
Class R Certificateholders on such Payment Date.


          The
holder of this Class R Certificate acknowledges and agrees that its rights to
receive distributions in respect of this Class R Certificate are subordinated
to the rights of the Noteholders as described in the Sale and Servicing
Agreement, the Indenture and the Trust Agreement, as applicable.  


          The
holder of this Class R Certificate, by acceptance of this Class R Certificate,
specifically acknowledges (i) that it has no right to or interest in any monies
at any time held in the Trust Estate, and (ii) the obligations of the holder of
the Class R Certificate in the Sale and Servicing Agreement.  In addition, each Class R Certificateholder,
by acceptance of its Class R Certificate, hereby appoints the Depositor, as its
agent to pledge a first priority perfected security interest in the Trust
Estate and agrees to execute and deliver such instruments of conveyance,
assignment, grant, confirmation, etc., as well as any financing statements, in
each case as the Insurer shall consider reasonably necessary in order to
perfect the Indenture Trustee’s security interest in the Trust Estate.


A-3-5






          Each
Class R Certificateholder, by its acceptance of a Class R Certificate,
covenants and agrees that such Class R Certificateholder will not at any time
institute against the Trust, the Seller or the Depositor, or join in any
institution against the Trust, the Seller or the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Class R Certificates, the
Trust Agreement or any of the Transaction Documents.


          Distributions
on this Class R Certificate will be made as provided in the Sale and Servicing
Agreement and the Indenture by the Owner Trustee by wire transfer to the Class
R Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class R Certificate or the making of any
notation hereon.  Except as otherwise
provided in the Trust Agreement and notwithstanding the above, the final
distribution on this Class R Certificate will be made after due notice by the
Owner Trustee of the pendency of such distribution and only upon presentation
and surrender of this Class R Certificate at the office or agency maintained
for the purpose by the Owner Trustee in the Corporate Trust Office.


          Unless
the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee, by manual signature, this Class R
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.


          The
Class R Certificates do not represent an obligation of, or an interest in, the
Seller, the Depositor, a Servicer, the Servicer, the Insurer, the Owner Trustee
or any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
herein or in the Trust Agreement, the Indenture or the Transaction
Documents.  In addition, this Class R
Certificate is not guaranteed by any governmental agency or instrumentality and
is limited in right of payment to certain collections with respect to the
Mortgage Loans, as more specifically set forth herein, in the Sale and
Servicing Agreement and in the Indenture.
A copy of each of the Sale and Servicing Agreement and the Trust
Agreement may be examined during normal business hours at the principal office
of the Depositor, and at such other places, if any, designated by the
Depositor, by any Class R Certificateholder upon written request.


          The
Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Administrator and the rights of the Class R Certificateholders
under the Trust Agreement at any time by the Depositor, the Administrator and
the Owner Trustee with the prior written consent of the Insurer and with the
consent of the holders of the Notes and the Class R Certificates evidencing not
less than a majority of the outstanding Notes and the Class R
Certificates.  Any such amendment shall
be conclusive and binding upon the holder of this Class R Certificate and on
all future holders of this Class R Certificate and of any Class R Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Class R Certificate.  The Trust Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
holders of any of the Class R Certificates (other than the Initial Holder, or
the Insurer).


A-3-6






          As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the transfer of this Class R Certificate is registrable in the Certificate
Register upon surrender of this Class R Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Owner Trustee in the Corporate Trust Office, accompanied by a written
instrument of transfer in form satisfactory to the Owner 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 Class R
Certificates in authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee.  The initial Certificate Registrar appointed
under the Trust Agreement is Deutsche Bank National Trust Company.


          The
Class R Certificates are issuable only as registered Class R Certificates
without coupons in minimum Percentage Interests of 100%.  As provided in the Trust Agreement and
subject to certain limitations therein set forth, Class R Certificates are
exchangeable for new Class R Certificates in authorized denominations
evidencing the same aggregate denomination, as requested by the holder
surrendering the same.  No service
charge will be made for any such registration of transfer or exchange, but the
Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.


          The
Owner Trustee, the Certificate Registrar, the Insurer and any agent of the
Owner Trustee, the Certificate Registrar, or the Insurer may treat the person
in whose name this Class R Certificate is registered as the owner hereof for
all purposes, and none of the Owner Trustee, the Certificate Registrar, the
Insurer nor any such agent shall be affected by any notice to the contrary.


          The
obligations and responsibilities created by the Trust Agreement and the Trust
created thereby shall terminate upon the payment to Class R Certificateholders
of all amounts required to be paid to them pursuant to the Trust Agreement, the
Indenture and the Sale and Servicing Agreement and the disposition of all
property held as part of the Trust.  The
Servicer may at its option redeem the Notes at a price and upon the
satisfaction of certain conditions specified in Section 8.01 of the Sale and
Servicing Agreement, and if all of the Notes are redeemed, such redemption may
result in termination of the Trust which may effect a transfer of the Class R
Certificates; however, such right of purchase is exercisable, subject to
certain restrictions set forth in the Sale and Servicing Agreement.


          The
recitals contained herein shall be taken as the statements of the Depositor or
the Servicer, as the case may be, and the Owner Trustee assumes no
responsibility for the correctness thereof.
The Owner Trustee makes no representations as to the validity or
sufficiency of this Class R Certificate or of any Mortgage Loan or related
document.


          Unless
the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee, by manual or facsimile signature, this
Class R Certificate shall not entitle the holder hereof to any benefit under
the Trust Agreement or the Sale and Servicing Agreement or be valid for any
purpose.


A-3-7






          IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class R Certificate to be duly executed.


	
 

	
 

	
 


	
 

	
INDYMAC HOME
  EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, SERIES 2007-H1


	
 

	
 

	
 


	
 

	
By:

	
WILMINGTON
  TRUST COMPANY, not in its individual capacity but solely as Owner Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





Dated:  __________,
2007


A-3-8






ASSIGNMENT


	
 

	
 


	
 

	
FOR VALUE
  RECEIVED, the undersigned hereby sells, assigns and transfers unto


	
 

	
 


	
 

	
PLEASE INSERT SOCIAL SECURITY


	
 

	
OR OTHER IDENTIFYING NUMBER


	
 

	
OF ASSIGNEE


	
 

	
 


	



	
(Please print or type name and address, including postal zip code, of
  assignee)


	
 


	



	
          the
  within Class R Certificate, and all rights thereunder, hereby irrevocably
  constituting and appointing


	
 


	
______________________________ Attorney to transfer said Class R
  Certificate on the books of the Certificate
  Registrar, with full power of substitution
  in the premises.





Dated:


	
 

	
 

	
 


	
 

	


	
*


	
 

	
Signature
  Guaranteed:

	
 


	
 

	
 

	
 


	
 

	


	
*










	
 

	
 


	
*

	
NOTICE:  The signature to this assignment must
  correspond with the name of the registered owner as it appears on the face of
  the within Class R Certificate in every particular, without alteration,
  enlargement or any change whatever.
  Such signature must be guaranteed by an “eligible guarantor
  institution” meeting the requirements of the Certificate Registrar, which
  requirements include membership or participation in STAMP or such other “signature
  guarantee program” as may be determined by the Certificate Registrar in
  addition to, or in substitution for, STAMP, all in accordance with the
  Securities Exchange Act of 1934, as amended.





A-3-9






EXHIBIT B


FORM
OF CERTIFICATE OF TRUST


OF


INDYMAC
HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST,

SERIES 2007-H1


          THIS
Certificate of Trust of INDYMAC HOME EQUITY MORTGAGE LOAN ASSET-BACKED TRUST,
SERIES 2007-H1 (the “Trust”) is being duly executed and filed by Wilmington
Trust Company, a Delaware banking corporation, as trustee, to form a statutory
trust under the Delaware Statutory Trust Act (12 Del. Code § 3801 et
seq.) (the “Act”).


          1.
Name. The name of the statutory trust formed hereby is INDYMAC HOME
EQUITY MORTGAGE LOAN ASSET-BACKED TRUST, SERIES 2007-H1.


          2.
Delaware Trustee. The name and business address of the trustee of the
Trust in the State of Delaware is Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-1600, Attention:
Corporate Trust Administration Department.


          3.
Effective Date. This Certificate of Trust shall be effective upon
filing.


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


	
 

	
 

	
 

	
 


	
 

	
WILMINGTON TRUST COMPANY,

  not in its individual capacity but solely

  as Owner Trustee under a Trust Agreement

  dated as of March 23, 2007.

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 





B-1






EXHIBIT C-1


FORM OF RULE 144A INVESTMENT LETTER


	
 

	
 


	
 

	



	
 

	
Date





DEUTSCHE BANK
NATIONAL TRUST COMPANY,

     as Certificate Registrar

1761 East St. Andrew Place

Santa Ana, California 92705

Attention:  IndyMac Home Equity Mortgage
Loan Asset-Backed Trust 2007-H1


	
 

	
 


	
Re:

	
IndyMac Home
  Equity Mortgage Loan Asset-Backed Trust 2007-H1 Certificate,

  Series 2007-H1


	
 

	
 


	
 

	
Ladies and
  Gentlemen:





          In
connection with our acquisition of the IndyMac Home Equity Mortgage Loan
Asset-Backed Trust 2007-H1 Certificate, Series 2007-H1 (the “Certificate”), we
certify that (a) we understand that the Certificate has not been registered
under the Securities Act of 1933, as amended (the “Act”), or any state
securities laws and 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 Certificate,
(c) we have had the opportunity to ask questions of and receive answers from
the IndyMac ABS, Inc. (the “Depositor”) concerning the purchase of the
Certificate and all matters relating thereto or any additional information
deemed necessary to our decision to purchase the Certificate, (d) we have not,
nor has anyone acting on our behalf, offered, transferred, pledged, sold or
otherwise disposed of the Certificate or any interest in the Certificate, or
solicited any offer to buy, transfer, pledge or otherwise dispose of the
Certificate or any interest in the Certificate from any person in any manner,
or made any general solicitation by means of general advertising or in any other
manner, or taken any other action that would constitute a distribution of the
Certificate under the Act or that would render the disposition of the
Certificate a violation of Section 5 of the Act or any state securities laws or
require registration pursuant thereto, and we will not act, or authorize any
person to act, in such manner with respect to the Certificate and (e) we are a “qualified
institutional buyer” as that term is defined in Rule 144A under the Act (“Rule
144A”).  We are aware that the sale to
us is being made in reliance on Rule 144A.


          We
are acquiring the Certificate for our own account or for resale pursuant to
Rule 144A and understand that such Certificate may be resold, pledged or
transferred only (1) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge
or transfer is being made in reliance on Rule 144A or (2) pursuant to another exemption
from registration under the Act.


C-1-1






          In
addition, we hereby certify that we are not, and are not purchasing the
Certificate for or on behalf of, an employee benefit plan or other retirement
arrangement that is subject to the Employee Retirement Income Security Act of
1974, as amended or to Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”) or to any substantially similar law, or any entity deemed
to hold the plan assets of the foregoing.


          Moreover,
we hereby certify that we are a United States person within the meaning of
Section 7701(a)(30) of the Code.


          We
hereby acknowledge that under the terms of the Trust Agreement among IndyMac
ABS, Inc., as Depositor, Wilmington Trust Company, as Owner Trustee, and
Deutsche Bank National Trust Company, as Administrator, dated March 23, 2007,
no transfer of the Certificates shall be permitted to be made to any person
unless the Certificate Registrar has received a certificate from such
transferee in the form hereof.


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


	
 

	
 

	
 

	
 


	
 

	
Very truly
  yours,

	
 


	
 

	
 

	
 

	
 


	
 

	
[Name of
  Transferee]

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

  Title:

	
 








	
 

	
 


	
cc:

	
Wilmington
  Trust Company, as Owner Trustee


	
 

	
Financial
  Security Assurance Inc., as Insurer





C-1-2






EXHIBIT C-2


FORM OF NON-RULE 144A INVESTMENT LETTER


	
 

	
 


	
 

	



	
 

	
Date





DEUTSCHE BANK
NATIONAL TRUST COMPANY,

    as Certificate Registrar

1761 East St. Andrew Place

Santa Ana, California 92705

Attention:  IndyMac Home Equity Mortgage
Loan Asset-Backed Trust 2007-H1


	
 

	
 

	
 


	
 

	
Re:

	
IndyMac Home
  Equity Mortgage Loan Asset-Backed Trust 2007-H1


	
 

	
 

	
Residential
  Certificate Series 2007-H1





Ladies and
Gentlemen:


          In
connection with our acquisition of the above-referenced certificates (the “Certificates”)
we certify that (a) we understand that the Certificates have not been
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 Rule 501(a)(1), (2), (3) or (7)
under the Act, and have such knowledge and experience in financial and business
matters that we are capable of evaluating the merits and risks of 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) 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 (f) below), (e)
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 that would result in a
violation of Section 5 of the Act or any state securities laws and (f) we will
not sell, transfer or otherwise dispose of any Certificates unless (1) such
sale, transfer or other disposition is made pursuant to an effective
registration statement under the Act and in compliance with any relevant state
securities laws or is exempt from such registration requirements and, if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this certificate that such sale, transfer or other
disposition may be made pursuant to an exemption from the Act, (2) the
purchaser or transferee of such Certificate has executed and delivered to you a
certificate to substantially the same effect as this certificate and (3) the
purchaser or transferee has otherwise complied with any conditions for transfer
set forth in the Amended and Restated Trust Agreement dated March 23, 2007 (the
“Trust Agreement”), among IndyMac ABS, Inc., as Depositor,


C-2-1






Wilmington
Trust Company, as Owner Trustee, and Deutsche Bank National Trust Company, as
Administrator.


          In
addition, we hereby certify that we are not, and are not purchasing the
Certificate for or on behalf of, an employee benefit plan or other retirement
arrangement that is subject to the Employee Retirement Income Security Act of
1974, as amended, or to Section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”), or to any substantially similar law, or any entity deemed
to hold the plan assets of the foregoing.


          Moreover,
we hereby certify that we are a United States person within the meaning of
Section 7701(a)(30) of the Code.


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


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


	
 

	
 

	
 

	
 


	
 

	
Very truly
  yours,

	
 


	
 

	
 

	
 

	
 


	
 

	
[Name of
  Transferee]

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

  Title:

	
 








	
 

	
 


	
cc:

	
Wilmington
  Trust Company, as Owner Trustee


	
 

	
Financial
  Security Assurance Inc., as Insurer





C-2-2






EXHIBIT D


FORM OF CERTIFICATE OF NON-FOREIGN STATUS


          This
certificate of Non-Foreign status (“certificate”) is delivered pursuant to
Section 3.03 of the Amended and Restated Trust Agreement dated March 23, 2007
(the “Agreement”), among IndyMac ABS, Inc., as Depositor, Wilmington Trust
Company, as Owner Trustee, and Deutsche Bank National Trust Company, as
Administrator, in connection with the acquisition of, transfer to or possession
by the undersigned, whether as beneficial owner (the “Beneficial Owner”), or
nominee on behalf of the Beneficial Owner of the Class [L][R] Certificates,
(the “Class [L][R] Certificate”). Capitalized terms used but not defined in
this certificate have the respective meanings given them in the Agreement.


          Each
holder must complete Part I, Part II (if the holder is a nominee), and in all cases
sign and otherwise complete Part III. In addition, each holder shall submit
with the certificate an IRS Form W-9 relating to such holder.


          To
confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the
Internal Revenue Code (relating to withholding tax on foreign partners) do not
apply in respect of the Class [L][R] Certificate held by the undersigned, the
undersigned hereby certifies:


	
 

	
 

	
 

	
 

	
 


	
 

	
PART I -
  COMPLETE EITHER A OR B


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
A.

	
Individual
  as Beneficial Owner


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
1.

	
I am (The
  Beneficial Owner is) not a Non-resident alien for purposes of U.S. Income
  Taxation;


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
2.

	
My (The
  Beneficial Owner’s) name and home address are:


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
______________________________________________________________________________________


	
 

	
 

	
 

	
 

	
______________________________________________________________________________________


	
 

	
 

	
 

	
 

	
__________________________________________________________________________________;
  and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
        3.    My (The
  Beneficial Owner’s) U.S. Taxpayer Identification Number (Social Security
  Number) is ___________________.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
B.

	
Corporate,
  Partnership or other entity as Beneficial Owner


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
        1.    (Name
  of the Beneficial Owner) is not a foreign corporation, foreign partnership,
  foreign trust or foreign estate (as those terms are defined in the Code and
  Treasury Regulations);


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
        2.    The Beneficial Owner’s office
  address and place of incorporation (if applicable) is
  _____________________________; and


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
        3.    The Beneficial Owner’s U.S.
  employer identification number is ___________________.





D-1






          PART
II - NOMINEES


          If
the undersigned is the nominee for the Beneficial Owner, the undersigned
certifies that this certificate has been made in reliance upon information
contained in:


	
 

	
 


	
____

	
an IRS Form
  W-9


	
 

	
 


	
____

	
a form such
  as this or substantially similar





          provided
to the undersigned by an appropriate person and (i) the undersigned agrees to
notify the Trust at least thirty (30) days prior to the date that the form
relied upon becomes obsolete, and (ii) in connection with change in Beneficial
Owners, the undersigned agrees to submit a new Certificate of Non-Foreign
Status to the Trust promptly after such change.


          PART
III - DECLARATION


          The
undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify the
Trust within sixty (60) days of the date that the Beneficial Owner becomes a
foreign person.  The undersigned
understands that this certificate may be disclosed to the Internal Revenue
Service by the Trust and any false statement contained therein could be
punishable by fines, imprisonment or both.


          Under
penalties of perjury, I declare that I have examined this certificate and to
the best of my knowledge and belief it is true, correct and complete and will
further declare that I will inform the Trust of any change in the information
provided above, and, if applicable, I further declare that I have the
authority* to sign this document.


	
 

	
 

	
 


	
 

	


	
 


	
 

	
Name

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
Title (if
  applicable)

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
Signature
  and Date

	
 





          *NOTE:
If signed pursuant to a power of attorney, the power of attorney must accompany
this certificate.


D-2






EXHIBIT E-1


FORM OF CLASS [L][R] CERTIFICATE TRANSFER
AFFIDAVIT (TRANSFEROR)


	
 

	
 

	
 


	
 

	


	
 


	
 

	
Date

	
 








	
 

	
 

	
 


	
 

	
Re:

	
IndyMac Home Equity Mortgage Loan Asset-Backed Trust 2007-H1

  Series 2007-H1





          _______________________
(the “Transferor”) has reviewed the attached affidavit of
_____________________ (the “Transferee”), and has no actual knowledge
that such affidavit is not true and has no reason to believe that the
information contained in paragraph 7 thereof is not true, and has no reason to
believe that the Transferee has the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid
with respect to the Class [L][R] Certificate.
In addition, the Transferor has conducted a reasonable investigation at
the time of the transfer and found that the Transferee had historically paid
its debts as they came due and found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due.


	
 

	
 

	
 


	
 

	
Very truly
  yours,

	
 


	
 

	
 

	
 


	
 

	


	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 





E-1-1






EXHIBIT E-2


FORM OF CLASS [L][R] CERTIFICATE TRANSFER
AFFIDAVIT (TRANSFEREE)


	
 

	
 


	
STATE OF

	
)


	
 

	
 


	
 

	
) ss:


	
 

	
 


	
COUNTY OF

	
)





          [NAME
OF OFFICER], _________________ being first duly sworn, deposes and says:


          1. That
he [she] is [title of officer] ________________________ of [name of Purchaser] _______________________ (the “Purchaser”), a
_______________________ [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which he [she] makes this affidavit.


          2.
That the Purchaser’s Taxpayer Identification Number is ______________.


          3.
That the Purchaser is not a “disqualified organization” within the meaning of
Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”)
and will not be a “disqualified organization” as of __________________ [date of
transfer], and that the Purchaser is not acquiring a Class [L][R] Certificate
(as defined in the Agreement) for the account of, or as agent (including a
broker, nominee, or other middleman) for, any person or entity from which it
has not received an affidavit substantially in the form of this affidavit.


          4.
That the Purchaser is not an employee benefit plan or other retirement
arrangement that is subject to the Employee Retirement Income Security Act of
1974, as amended, or to Section 4975 of the Code or to any substantially
similar law, or any entity deemed to hold the plan assets of the foregoing.


          5.
That the Purchaser hereby acknowledges that under the terms of the Amended and
Restated Trust Agreement dated March 23, 2007, among IndyMac ABS, Inc., as
Depositor, Deutsche Bank National Trust Company, as Administrator, and
Wilmington Trust Company, as Owner Trustee, no transfer of a Class [L][R] Certificate
shall be permitted to be made to any person unless the Certificate Registrar,
the Depositor and the Owner Trustee have received a certificate from such
transferee containing the representations in paragraphs 3, 4 and 5 hereof.


          6.
That the Purchaser does not hold REMIC residual securities as nominee to
facilitate the clearance and settlement of such securities through electronic
book-entry changes in accounts of participating organizations (such entity, a “Book-Entry
Nominee”).


E-2-1






          7.
That the Purchaser does not have the intention to impede the assessment or
collection of any federal, state or local taxes legally required to be paid
with respect to such Class [L][R] Certificate, and that the Purchaser has provided
financial statements or other financial information requested by the transferor
in connection with the transfer of the Class [L][R] Certificate in order to
permit the transferor to assess the financial capability of the Purchaser to
pay such taxes.


          8.
That the Purchaser will not transfer a Class [L][R] Certificate to any person
or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Indenture Trustee a written statement substantially in the form of
Exhibit F-1 to the Trust Agreement.


          9.
That the Purchaser understands that, as the holder of a Class [L][R]
Certificate, the Purchaser may incur tax liabilities in excess of any cash
flows generated by the Class [L][R] Certificate and that it intends to pay
taxes associated with holding such Class [L][R] Certificate as they become due.


          10.
That the Purchaser is a U.S. Person.  A “U.S.
Person” means (i) a citizen or resident of the United States; (ii) a
corporation (or entity treated as a corporation for tax purposes) created or
organized in the United States or under the laws of the United States or of any
state thereof, including, for this purpose, the District of Columbia; (iii) a
partnership (or entity treated as a partnership for tax purposes) organized in
the United States or under the laws of the United States or of any state
thereof, including, for this purpose, the District of Columbia (unless provided
otherwise by future Treasury regulations); (iv) an estate whose income is
includible in gross income for United States income tax purposes regardless of
its source; (v) a trust, if a court within the United States is able to
exercise primary supervision over the administration of the trust and one or
more U.S. Persons have authority to control all substantial decisions of the
trust; (vi) and, to the extent provided in Treasury regulations, certain trusts
in existence prior to August 20, 1996 that are treated as United States persons
prior to such date and elect to continue to be treated as United States
persons.


          11.
That the Purchaser agrees to such amendments of the Trust Agreement as may be
required to further effectuate the restrictions on transfer of any Class [L][R]
Certificate to such a “disqualified organization,” an agent thereof, a
Book-Entry Nominee, or a person that does not satisfy the requirements of
paragraph 7 and paragraph 10 hereof.


E-2-2






          IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its
behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________ 20__.


	
 

	
 

	
 

	
 


	
 

	


	


	
 


	
 

	
            [name of
  Purchaser]

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





          Personally
appeared before me the above-named [name of officer] ________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the [title of officer] _________________ of the Purchaser, and acknowledged
to me that he [she] executed the same as his [her] free act and deed and the free
act and deed of the Purchaser.


Subscribed and sworn before me this _____ day
of __________ 20__.


	
 

	
 

	
 


	
 

	
NOTARY
  PUBLIC

	
 


	
 

	
 

	
 


	
 

	
_________________________________

	
 


	
 

	
 

	
 


	
 

	
COUNTY
  OF_____________________

	
 


	
 

	
 

	
 


	
 

	
STATE
  OF_______________________

	
 


	
 

	
 

	
 


	
 

	
My
  commission expires the _____ day of __________ 20__.





E-2-3






EXHIBIT F


OWNER TRUSTEE FEE LETTER AGREEMENT


ON
FILE WITH INDYMAC ABS, INC.


F-1