EXHIBIT 10.1


SALE AND SERVICING AGREEMENT

Dated as of March 14, 2007


among


INDYMAC BANK, F.S.B.

(Seller and Servicer)


INDYMAC ABS, INC.

(Depositor)


INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST,

SERIES 2007-H1

(Trust)


and


DEUTSCHE BANK NATIONAL TRUST COMPANY

(Indenture Trustee)





TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
Page


	
 

	
 


	
ARTICLE I.

	
 

	
 


	
DEFINITIONS

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 1.01

	
 

	
Definitions

	
2

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 1.02

	
 

	
Other
  Definitional Provisions

	
32

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 1.03

	
 

	
Interest
  Calculations

	
33

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II.

	
 

	
 


	
CONVEYANCE OF THE MORTGAGE LOANS

	
 

	
 


	
 

	
 

	
 


	
Section 2.01

	
 

	
Conveyance
  of the Mortgage Loans

	
33

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 2.02

	
 

	
Acceptance
  by Indenture Trustee, Review of Documentation

	
39

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 2.03

	
 

	
Representations
  and Warranties Regarding the Seller, the Depositor and the Servicer

	
40

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 2.04

	
 

	
Representations
  and Warranties of the Seller Regarding the Mortgage Loans

	
43

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 2.05

	
 

	
Substitution
  of Mortgage Loans

	
51

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 2.06

	
 

	
Tax
  Treatment

	
52

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 2.07

	
 

	
Representations,
  Warranties and Covenants of the Depositor

	
53

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE III.

	
 

	
 


	
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

	
 

	
 


	
 

	
 

	
 


	
Section 3.01

	
 

	
The Servicer

	
54

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.02

	
 

	
Collection
  of Certain Mortgage Loan Payments

	
59

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.03

	
 

	
Withdrawals from
  the Collection Account

	
61

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.04

	
 

	
Maintenance
  of Hazard Insurance; Property Protection Expenses

	
62

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.05

	
 

	
Maintenance
  of Mortgage Impairment Insurance Policy

	
63

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.06

	
 

	
Maintenance
  of Fidelity Bond and Errors and Omissions Insurance

	
63

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.07

	
 

	
Management
  of and Realization upon Defaulted Mortgage Loans.

	
64

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.08

	
 

	
Indenture
  Trustee to Cooperate

	
65

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.09

	
 

	
Servicing
  Compensation; Payment of Certain Expenses by Servicer

	
66

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.10

	
 

	
Annual
  Statement as to Compliance

	
66

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.11

	
 

	
Assessment
  of Compliance and Attestation Report

	
67

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.12

	
 

	
Access to
  Certain Documentation and Information Regarding the Mortgage Loans

	
69

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.13

	
 

	
Early
  Termination Fees

	
69

	
 





i





TABLE OF CONTENTS
(cont’d)

	
 

	
 

	
 

	
 

	
 


	
 

	
Page


	
 

	
 


	
Section 3.14

	
 

	
Commission
  Reporting

	
70

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.15

	
 

	
Reports of
  Foreclosures and Abandonments of Mortgaged Properties, Returns Relating to
  Mortgage Interest Received from Individuals and Returns Relating to
  Cancellation of Indebtedness

	
74

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.16

	
 

	
Assumption
  Agreements

	
74

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.17

	
 

	
Payment of
  Taxes, Insurance and Other Charges

	
75

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.18

	
 

	
Servicing
  Advances

	
75

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 3.19

	
 

	
Allocation
  of Charge-Off Amounts

	
75

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV.

	
 

	
 


	
INSURER

	
 

	
 


	
 

	
 

	
 


	
Section 4.01

	
 

	
Claims upon
  the Policy

	
76

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 4.02

	
 

	
Effect of
  Payments by the Insurer; Subrogation

	
77

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE V.

	
 

	
 


	
PRIORITY OF DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS; RIGHTS OF
  NOTEHOLDERS

	
 

	
 


	
 

	
 

	
 


	
Section 5.01

	
 

	
Distributions

	
78

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.02

	
 

	
Calculation
  of the Note Rate

	
80

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.03

	
 

	
Servicing
  Certificate and Statement to Noteholders

	
80

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.04

	
 

	
Other
  Receipts

	
81

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.05

	
 

	
Payment
  Account

	
82

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.06

	
 

	
Reserve
  Account

	
82

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.07

	
 

	
The
  Certificate Account

	
83

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.08

	
 

	
Rapid
  Amortization Event

	
83

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 5.09

	
 

	
Indenture
  Trustee Fees and Indemnification Expenses

	
86

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI.

	
 

	
 


	
THE SELLER, THE SERVICER AND THE DEPOSITOR

	
 

	
 


	
 

	
 

	
 


	
Section 6.01

	
 

	
Liability of
  the Seller, the Servicer and the Depositor

	
86

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 6.02

	
 

	
Merger or
  Consolidation of, or Assumption of the Obligations of, the Seller, the
  Servicer or the Depositor

	
86

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 6.03

	
 

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

	
86

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 6.04

	
 

	
Servicer Not
  to Resign

	
87

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 6.05

	
 

	
Delegation
  of Duties

	
88

	
 





ii





TABLE OF CONTENTS
(cont’d)

	
 

	
 

	
 

	
 

	
 


	
 

	
Page


	
 

	
 


	
Section 6.06

	
 

	
Indemnification
  of the Trust by the Servicer

	
88

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII.

	
 

	
 


	
SERVICER TERMINATION

	
 

	
 


	
 

	
 

	
 


	
Section 7.01

	
 

	
Events of
  Servicer Termination.

	
88

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 7.02

	
 

	
Indenture
  Trustee to Act; Appointment of Successor

	
91

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 7.03

	
 

	
Waiver of
  Defaults

	
92

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 7.04

	
 

	
Notification
  to Noteholders

	
92

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII.

	
 

	
 


	
TERMINATION

	
 

	
 


	
Section 8.01

	
 

	
Termination

	
93

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IX.

	
 

	
 


	
THE INDENTURE TRUSTEE

	
 

	
 


	
 

	
 

	
 


	
Section 9.01

	
 

	
Indenture
  Trustee Not Liable for the Notes or Mortgage Loans

	
94

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 9.02

	
 

	
Indenture
  Trustee May Own Notes

	
95

	
 


	
 

	
 

	
 

	
 

	
 


	
Section 9.03

	
 

	
Indenture
  Trustee’s Fees and Expenses

	
95

	
 


	
 

	
 

	
 

	
 

	
 


	
ARTICLE X.

	
 

	
 


	
MISCELLANEOUS PROVISIONS

	
 

	
 


	
 

	
 

	
 


	
Section
  10.01

	
 

	
Amendment

	
96

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.02

	
 

	
Recordation
  of Agreement

	
97

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.03

	
 

	
Duration of
  Agreement

	
98

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.04

	
 

	
Governing
  Law

	
98

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.05

	
 

	
Notices

	
98

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.06

	
 

	
Severability
  of Provisions

	
98

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.07

	
 

	
No
  Partnership

	
98

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.08

	
 

	
Counterparts

	
98

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.09

	
 

	
Successors
  and Assigns

	
99

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.10

	
 

	
Headings

	
99

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.11

	
 

	
Reports to
  Rating Agencies

	
99

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.12

	
 

	
Inconsistencies
  Among Transaction Documents

	
99

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.13

	
 

	
Rights of
  the Insurer to Exercise Rights of Noteholders

	
99

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.14

	
 

	
Enforceability
  Rights of the Indenture Trustee

	
100

	
 





iii





TABLE OF CONTENTS
(cont’d)

	
 

	
 

	
 

	
 

	
 


	
 

	
Page


	
 


	
Section
  10.15

	
 

	
Matters
  Regarding the Trust

	
100

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.16

	
 

	
Reports to
  Insurer

	
100

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.17

	
 

	
Matters
  Regarding the Indenture Trustee

	
100

	
 


	
 

	
 

	
 

	
 

	
 


	
Section
  10.18

	
 

	
Limitation
  of Owner Trustee Liability

	
100

	
 





iv







	
 

	
 

	
 


	
TABLE OF CONTENTS

  (cont’d)


	
 


	
EXHIBITS

	
 

	
 


	
 

	
 

	
 


	
EXHIBIT A

	
 

	
Mortgage
  Loan Schedule


	
 

	
 

	
 


	
EXHIBIT B

	
 

	
List of
  Servicing Officers


	
 

	
 

	
 


	
EXHIBIT C

	
 

	
Form of
  Annual Officer’s Certificate


	
 

	
 

	
 


	
EXHIBIT D

	
 

	
Form of
  Advance Notice


	
 

	
 

	
 


	
EXHIBIT E

	
 

	
Form of
  Mortgage Note


	
 

	
 

	
 


	
EXHIBIT F

	
 

	
Form of
  Mortgage


	
 

	
 

	
 


	
EXHIBIT G

	
 

	
Specimen of
  the Policy


	
 

	
 

	
 


	
EXHIBIT H

	
 

	
Form of Lost
  Note Affidavit


	
 

	
 

	
 


	
EXHIBIT I

	
 

	
Form of
  Request for Release


	
 

	
 

	
 


	
EXHIBIT J

	
 

	
Form of
  Initial Certification


	
 

	
 

	
 


	
EXHIBIT K

	
 

	
Form of
  Interim Certification


	
 

	
 

	
 


	
EXHIBIT L

	
 

	
Form of
  Final Certification


	
 

	
 

	
 


	
EXHIBIT M

	
 

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


	
 

	
 

	
 


	
EXHIBIT N

	
 

	
Indenture
  Trustee’s Officer’s Certificate


	
 

	
 

	
 


	
EXHIBIT O

	
 

	
Originators’
  Appraisal Matrix


	
 

	
 

	
 


	
EXHIBIT P

	
 

	
Servicing
  Criteria


	
 

	
 

	
 


	
EXHIBIT Q

	
 

	
Form of
  Statement to Noteholders 


	
 

	
 

	
 


	
EXHIBIT R

	
 

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





v






          This
Sale and Servicing Agreement (the “Agreement”) is entered into effective
as of March 14, 2007 among INDYMAC BANK, F.S.B., a federal savings bank, as
seller (in such capacity, the “Seller”), and as servicer (in such capacity,
the “Servicer”), INDYMAC ABS, INC., a Delaware corporation, as the
depositor (the “Depositor”), INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, SERIES 2007-H1, a Delaware statutory trust (the “Trust”),
and DEUTSCHE BANK NATIONAL TRUST COMPANY, a national banking association, as
Indenture Trustee on behalf of the Noteholders (in such capacity, the “Indenture
Trustee”).


PRELIMINARY STATEMENT


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


          The
following table sets forth the Note Rate, Initial Note Principal Amount and
minimum denomination for the Notes issued pursuant to the Indenture.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Note Rate

	
 

	
Initial Note

  Principal Amount

	
 

	
Minimum

  Denominations


	


	
 

	


	
 

	



	
 


	
(1)

	
 

	
$ 

	
650,071,000

	
 

	
$ 

	
250,000










	
 

	
 


	
(1)

	
The Note
  Rate with respect to any Payment Date (and the related Interest Accrual
  Period) for the Notes is the per annum rate equal to the lesser of (i) LIBOR
  plus 0.16% and (ii) the Maximum Rate for such Payment Date.










ARTICLE I.


DEFINITIONS


          Section
1.01 Definitions. Whenever used in this Agreement, the following words
and phrases, unless the context otherwise requires, shall have the meanings
specified in this Article.


          Accelerated
Principal Payment: With respect to any Payment Date a payment
received as a payment of principal by the Noteholders for the purpose of
increasing the Overcollateralization Amount, and to be paid from the Excess
Cashflow, and equal to for any Payment Date the lesser of (x) the amount of the
Excess Cashflow and (y) the Overcollateralization Deficiency Amount for such
Payment Date. 


          Accepted
Servicing Practices: The Servicer’s normal servicing practices in servicing
and administering revolving home equity line of credit mortgage loans for its
own account, which in general will conform to the mortgage servicing practices
of prudent mortgage lending institutions which service for their own account,
mortgage loans of the same type as the Mortgage Loans in the jurisdictions in
which the related Mortgaged Properties are located.


          Accountant’s
Opinion: A written opinion of the Servicer’s internal accountants,
delivered and acceptable to the Indenture Trustee. 


          Accrual
Period: With respect to each Mortgage Loan and Due Date, the period from
and including the preceding Due Date to but not including such Due Date.


          Additional
Balance: As to any Mortgage Loan and day, the aggregate amount of all Draws
conveyed to the Trust pursuant to Section 2.01(a).


          Additional
Balance Advance Amount: As to any Payment Date during the Managed
Amortization Period, the excess, if any, of (i) the aggregate principal amount
of all Additional Balances created during the Collection Period relating to
such Payment Date over (ii) the Floating Allocation Percentage of Principal
Collections in respect of the Mortgage Loans received during the Collection
Period relating to such Payment Date.


          Administration
Agreement: The Administration Agreement dated as of March 23, 2007 among
the Trust, the Administrator, the Owner Trustee and the Depositor, as may be
amended or supplemented from time to time.


          Advance
Notice: A notice to the Class L Certificateholder substantially in the
form of Exhibit D.


2






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


          Aggregate
Draw Amount: As of any day during the Managed Amortization Period, the sum of
(x) the Floating Allocation Percentage of the aggregate principal balance of
all Draws on such day and (y) the amount of any Daily Draw Deficits remaining
from the preceding day of the related Collection Period (if such preceding day
is not within the related Collection Period, the Daily Draw Deficit from the
preceding day shall be zero).


          Agreement:
This Sale and Servicing Agreement and all amendments hereof and supplements
hereto.


          Anniversary
Year: Means the one-year period beginning on the Closing Date and ending
on the first anniversary thereof, and each subsequent one-year period beginning
on the day after the end of the preceding Anniversary Year and ending on the
next succeeding anniversary of the Closing Date.


          Appraised
Value: The appraised value of a Mortgaged Property based upon the appraisal
made by or for the originator, in compliance with the Servicer’s underwriting
criteria (which criteria may permit an electronic appraisal or other abbreviated
appraisal process), in each case at the time of the origination of the related
Mortgage Loan or, if new appraisals are obtained, the appraised value based
upon the most recent appraisal.


          Assessment
of Compliance: As defined in Section 3.11.


          Assignment
of Mortgage: With respect to any Mortgage, an assignment, notice of
transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction in which the related Mortgaged Property is located to
effect the sale of the Mortgage to the Indenture Trustee, on behalf of the
Trust, which assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering the Mortgage Loans secured
by Mortgaged Properties located in the same jurisdiction.


          Available
Funds: With respect to any Payment Date, the sum of (i) the Principal
Collections for the related Collection Period, (ii) the Interest Collections
for the related Collection Period, (iii) Early Termination Fees recovered from
any Mortgagor during the related Collection Period and (iv) any other amounts
remitted by the Servicer with respect to that Payment Date on the Servicer
Remittance Date pursuant to Section 3.03(ii).


3






          Book-Entry
Note: Any Note registered in the name of the Depository or its nominee,
ownership of a security entitlement with respect to which is reflected on the
books of the Depository or on the books of a Person maintaining an account with
such Depository (directly or as an indirect participant in accordance with the
rules of such Depository).


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


          Certificate
Account: The account maintained by the Administrator pursuant to
Section 5.07


          Certificate
Principal Balance: The Class Principal Balance of the Class B
Certificates, the Class Principal Balance of the Class L Certificates
or the Class Principal Balance of the Class R Certificates, as
applicable.


          Certificate
Register and Certificate Registrar: The register which provides for the
registration of the Certificates and the registration of transfers of
Certificates, which shall be maintained by the Indenture Trustee, as
Certificate Registrar.


          Certificateholders:
The holders of the Class B Certificates, the Class L Certificates or
the Class R Certificates.


          Certificates:
The Class B Certificates, Class L Certificates and Class R
Certificates.


          Charge-Off
Amount: With respect to any Charged-Off HELOC under clause (i) of the
definition thereof, the amount of the Principal Balance that has been written
down (including, for any Mortgage Loan that became a Liquidated Mortgage Loan
during the related Collection Period, any unrecovered portion of its Principal
Balance that is written down during that Collection Period after giving effect
to the Net Liquidation Proceeds applied in reduction of the Principal Balance
of such Mortgage Loan) and with respect to any Charged-Off HELOC that became a
Charged-Off HELOC during the related Collection Period under clause (ii) of the
definition thereof (and regardless of any amounts written down on the
Servicer’s servicing system), the entire Principal Balance of such Mortgage
Loan.


          Charged-Off
HELOC: Means (i) a Mortgage Loan with a Principal Balance that has been written
down on the Servicer’s servicing system in accordance with its policies and
procedures (including, any Mortgage Loan that became a Liquidated Mortgage Loan
during the related Collection Period, and had an unrecovered portion of its
related Principal Balance written down during that Collection Period) and (ii)
any Mortgage Loan that is more than 180 days past due.


          Class:
The Notes and all Certificates bearing the same class designation.


4






          Class B
Certificate: A Certificate, substantially in the form of Exhibit A-1 to the
Trust Agreement.


          Class L
Certificate: A Certificate, substantially in the form of Exhibit A-2 to the
Trust Agreement.


          Class L
Interest: The beneficial ownership interest in the assets of the Trust not
represented by the Class B Certificate and the Class R Certificate
and is evidenced by the Class L Certificate.


          Class L
Interest Collections: With respect to any Payment Date and the Class L
Certificate, an amount equal to the Interest Collections allocable to such
Payment Date times the Class L Percentage.


          Class L
Percentage: For any Payment Date, 100% minus the Floating Allocation
Percentage for such Payment Date.


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


          Class Principal
Balance: With respect to the Class L Certificates and any Payment Date
during the Managed Amortization Period, the sum of the Additional Balance
Advance Amount for such Payment Date and any prior Payment Date, less (x) the
sum of the amount, calculated for such Payment Date and any prior Payment Date,
equal to all Charge-off Amounts for such Payment Date multiplied by the
Class L Percentage for such Payment Date, and (y) distributions to such
Class pursuant to Section 3.11 of the Trust Agreement representing
principal payments on the Mortgage Loans for such Payment Date and any prior
Payment Date. With respect to the Class L Certificates and any Payment
Date during the Rapid Amortization Period, the sum of (a) the
Class Principal Balance of the Class L Certificates on the last
Payment Date prior to the commencement of the Rapid Amortization Period (after
giving effect to the payment of all distributions, and the allocation of Charge-Off
Amounts on such Payment Date) plus (b) the aggregate amount of Draws conveyed
to the Trust during the Rapid Amortization Period, less (x) the sum of the
amount, calculated for such Payment Date and any prior Payment Date during the
Rapid Amortization Period, equal to all Charge-off Amounts for such Payment
Dates multiplied by the Class L Percentage and (y) distributions to such
Class pursuant to Section 3.11 of the Trust Agreement representing
principal payments on the Mortgage Loans during the Rapid Amortization Period.


          With
respect to the Class B Certificates and any Payment Date, an amount equal
to the excess of the Invested Amount on the last day of the related Collection
Period (after taking into account all Interest Collections and Principal
Collections for such Payment Date) over the sum of the aggregate Note Principal
Amount of the Notes immediately prior to such Payment Date.


          With
respect to the Class R Certificates and any Payment Date, zero.


5






          Close
of Business: With respect to any Business Day, 5:00 p.m. (New York time).


          Closing
Date: March 23, 2007.


          Code:
The Internal Revenue Code of 1986, as amended from time to time, and Treasury
Regulations promulgated thereunder.


          Collection
Account: The custodial account or accounts created and maintained for the
benefit of the Noteholders, the Certificateholders and the Insurer pursuant to
Section 3.02(b).


          Collection
Period: With respect to any Payment Date and Mortgage Loan, the 14th day of
the calendar month immediately preceding such Payment Date to the 13th day of
the calendar month of such Payment Date.


          Combined
Loan-to-Value Ratio or CLTV: With respect to any Mortgage Loan the
sum of the Credit Limit of such Mortgage Loan at the time such Mortgage Loan
was originated or at the time such Mortgage Loan is modified pursuant to
Section 3.01(h) and the outstanding principal balance of any Senior Liens
as of the date of origination of the Mortgage Loan, divided by (i) in the case
of a purchase, the lesser of the selling price of the Mortgaged Property or its
Appraised Value at the time of sale, or (ii) in the case of a refinance, the
Appraised Value of the Mortgaged Property at the time of the refinance.


          Commission:
The Securities and Exchange Commission.


          Controlling
Party: The Insurer, so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer and no Insurer
Default shall have occurred and be continuing, and the Majority
Securityholders, after the Notes are no longer Outstanding and no Reimbursement
Amounts are due and owing to the Insurer or for so long as an Insurer Default
shall have occurred and is continuing.


          Conveyed
Assets: As defined in Section 2.01(a).


          Corporate
Trust Office: The principal office of the Indenture Trustee at which at any
particular time its corporate business shall be administered, which office on
the Closing Date is located at 1761 East Saint Andrew Place, Santa Ana, California
92705-4934, Attention: IN07H1or 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. 


          Credit
Limit: As to any Mortgage Loan, the maximum principal balance permitted
under the terms of the related Mortgage Note.


          Credit
Line Agreement: The Mortgage Note.


6






          Cut-off
Date: As to any Mortgage Loan, the close of business on March 14,
2007.


          Cut-off
Date Pool Balance: $650,071,680.31.


          Cut-off
Date Principal Balance: With respect to any Mortgage Loan, the unpaid
principal balance thereof as of the Cut-off Date (or as of the applicable date
of substitution with respect to an Eligible Substitute Mortgage Loan pursuant
to Section 2.02 or 2.05).


          Daily
Draw Deficit: As of any day during any Collection Period preceding the
commencement of the Rapid Amortization Period, the excess, if any, of the
Aggregate Draw Amount on such day over the Floating Allocation Percentage of
Principal Collections in respect of the Mortgage Loans received during such
Collection Period and remaining on deposit in the Collection Account.


          Defective
Mortgage Loan: Any Mortgage Loan subject to repurchase or substitution by
the Seller pursuant to Section 2.02 or 2.05.


          Deferred
Interest: With respect to the Notes and any Payment Date, the excess, if
any, of interest due at the applicable Formula Note Rate over interest due at
the applicable Note Rate.


          Deficiency
Amount: As defined in the Policy.


          Definitive
Notes: As defined in the Indenture.


          Delinquent
Mortgage Loan and Delinquent: A Mortgage Loan is a Delinquent
Mortgage Loan if the Monthly Payment due thereon is not received by the close
of business on the Due Date in accordance with the related Mortgage Note
and until such delinquency is subsequently cured.


          Depositor:
IndyMac ABS Inc., a Delaware corporation.


          Depositor
Certification: As defined in Section 3.14(e).


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


          Depository
Agreement: The agreement, dated as of March 23, 2007, among the Indenture
Trustee, acting on behalf of the Trust, and The Depository Trust Company, as
the initial Depository, relating to the Book-Entry Notes.


7






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


          Designated
Telerate Page. The Reuters Monitor Money Rates Service page “LIBOR01” (such
page, or such other page as may replace page LIBOR01 on that service or such
other service as may be nominated by the BBA as the information vendor for the
purpose of displaying the BBA’s Interest Settlement Rates for deposits in U.S.
dollars.


          Determination
Date: With respect to any Payment Date, the date which is four
(4) Business Days prior to such Payment Date.


          Distribution
Report: As defined in Section 3.14.


          Draw:
With respect to any Mortgage Loan, an additional borrowing by the related
Mortgagor subsequent to the Cut-off Date in accordance with the related
Mortgage Note.


          Draw
Period: With respect to any Mortgage Loan, the period commencing after the
date of origination of such Mortgage Loan during which the related Mortgagor is
permitted to make Draws.


          Due
Date: With respect to any Mortgage Loan and any Monthly Payment, the date
on which such Monthly Payment is due from the related Mortgagor.


          Early Termination Fee: As to a
Mortgage Loan, any charge owed by a Mortgagor in connection with the
termination of the related Credit Line Agreement within a specified period
following the origination of such Mortgage Loan.


          Eligible Account: Any of (i) an account or
accounts maintained with a federal or state chartered depository institution or
trust company the short-term unsecured debt obligations of which (or, in the
case of a depository institution or trust company that is the principal
subsidiary of a holding company, the debt obligations of such holding company)
have the highest short-term ratings of Moody’s or Fitch and one of the two
highest short-term ratings of Standard & Poor’s, if Standard &
Poor’s is a Rating Agency at the time any amounts are held on deposit therein,
or (ii) an account or accounts in a depository institution or trust company in
which such accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Indenture Trustee
and to each Rating Agency, the Noteholders have a claim with respect to the
funds in such account or a perfected first priority security interest against
any collateral (which shall be limited to Eligible Investments) securing such
funds that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which such account is maintained, or
(iii) a trust account or accounts maintained with (a) the trust department of a
federal or state chartered depository institution or (b) a trust company,
acting in its fiduciary capacity, or (iv) any other account 


8







acceptable to
each Rating Agency. Eligible Accounts may bear interest, and may include, if
otherwise qualified under this definition, accounts maintained with the
Indenture Trustee. 


          Eligible
Institution: Shall mean (1) any depository institution (which may be the
Indenture Trustee) organized under the laws of the United States or any one of
the States thereof, including the District of Columbia (or any domestic branch
of a foreign bank) which at all times (a) has a short-term unsecured debt rating
of “P-1” by Moody’s, (b) has a short-term unsecured debt rating of “A-1” by
Standard & Poor’s and (c) has its accounts fully insured by the FDIC or
maintains trust accounts in a fiduciary capacity, or (2) any other institution
that is acceptable to each Rating Agency; provided, however, that if such other
institution does not satisfy the rating criteria set forth in clause (1), such
other institution shall also be acceptable to the Insurer. If so qualified, the
Indenture Trustee or the Servicer may be considered an Eligible Institution for
the purposes of this definition. 


          Eligible
Investments: One or more of the following: 


                    (i)
obligations of or guaranteed as to principal and interest by the United States
or any agency or instrumentality thereof when such obligations are backed by
the full faith and credit of the United States; 


                    (ii)
repurchase agreements on obligations specified in clause (i) maturing not more
than one month from the date of acquisition thereof, provided that the
unsecured obligations of the party agreeing to repurchase such obligations are
at the time rated by each Rating Agency in its highest short-term rating
available; 


                    (iii)
federal funds, certificates of deposit, demand deposits, time deposits and
bankers’ acceptances (which shall each have an original maturity of not more
than 90 days and, in the case of bankers’ acceptances, shall in no event have
an original maturity of more than 365 days or a remaining maturity of more than
30 days) denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the United States
or any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of such
depository institution or trust company (or, if the only Rating Agency is
Standard & Poor’s, in the case of the principal depository institution in a
depository institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been rated
by each Rating Agency in its highest short-term rating available; and provided
further that, if the only Rating Agency is Standard & Poor’s and if the
depository or trust company is a principal subsidiary of a bank holding company
and the debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and, provided
further that, if the original maturity of such short-term obligations of a
domestic branch of a foreign depository institution or trust company shall
exceed 30 days, the short-term rating of such institution shall be A-1+ in the
case of Standard & Poor’s if Standard & Poor’s is the Rating Agency; 


9






                    (iv)
commercial paper and demand notes (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United States
or any state thereof which on the date of acquisition has been rated by each
Rating Agency in its highest short-term rating available; provided that
such commercial paper shall have a remaining maturity of not more than 30 days;



                    (v)
a money market fund or a qualified investment fund rated by each Rating Agency
in its highest long-term rating available; and 


                    (vi)
other obligations or securities that are acceptable to each Rating Agency and
the Insurer as an Eligible Investment hereunder and will not reduce the rating
assigned to the Notes by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Notes as of the Closing Date by such
Rating Agency, as evidenced in writing; 


                    provided,
however, no instrument shall be an Eligible Investment if it represents,
either (1) the right to receive only interest payments with respect to the
underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such
underlying obligations. References herein to the highest rating available on
unsecured long-term debt shall mean AAA in the case of Standard & Poor’s
and Fitch and Aaa in the case of Moody’s, and references herein to the highest
rating available on unsecured commercial paper and short-term debt obligations
shall mean A-1 in the case of Standard & Poor’s, P-1 in the case of Moody’s
and either A-1 by Standard & Poor’s, P-1 by Moody’s or F-1 by Fitch in the
case of Fitch; provided, however, that any Eligible Investment that is a
short-term debt obligation rated A-1 by Standard & Poor’s must satisfy the
following additional conditions: (i) the total amount of debt from A-1 issuers
must be limited to the investment of monthly principal and interest payments
(assuming fully amortizing collateral); (ii) the total amount of A-1
investments must not represent more than 20% of the aggregate outstanding Note
Principal Amount of the Notes and each investment must not mature beyond 30
days; and (iii) if the investments may be liquidated prior to their maturity or
are being relied on to meet a certain yield, interest must be tied to a single
interest rate index plus a single fixed spread (if any) and must move
proportionately with that index. 


          Eligible
Substitute Mortgage Loan: With respect to Mortgage Loans, a Mortgage Loan
substituted by the Seller for a Mortgage Loan that constitutes a Defective
Mortgage Loan which must, on the date of such substitution, (i) have an
outstanding Principal Balance that is approximately equal to the Principal
Balance of such Defective Mortgage Loan; (ii) have a Loan Rate not less than
the Loan Rate of the Defective Mortgage Loan and not more than 1% in excess of
the Loan Rate of such Defective Mortgage Loan; (iii) have a Loan Rate Cap based
on the Index, determined in accordance with then current underwriting
standards; (iv) have a Margin that is not less than the Margin of the Defective
Mortgage Loan and not more than 1% in excess of the Margin for the Defective
Mortgage Loan; (v) have a Mortgage of the same or higher level of priority as
the Mortgage relating to the Defective Mortgage Loan at the time such Mortgage
was transferred to the Trust; (vi) have a maturity not later than the Final
Scheduled 


10






Payment Date;
(vii) comply with each representation and warranty set forth in Section 2.04
(deemed to be made as of the date of substitution); (viii) have an original
Combined Loan-to-Value Ratio not greater than that of the Defective Mortgage
Loan; and (ix) have a Mortgagor that has a credit score at least equal to that
of the Mortgagor under the Defective Mortgage Loan. 


          More
than one Eligible Substitute Mortgage Loan, each having the foregoing
attributes, may be substituted for a Defective Mortgage Loan; provided that the
aggregate outstanding Principal Balance of such two or more Eligible Substitute
Mortgage Loan replacing a Defective Mortgage Loan may be considered for
purposes of the requirement of subclause (i) above. 


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


          Errors
and Omissions Insurance Policy: As defined in Section 3.06.

          Event of
Servicer Termination: As defined in Section 7.01.  


          Excess
Cashflow: With respect to any Payment Date, the Floating Allocation
Percentage of Net Available Funds for such Payment Date which remain on deposit
in the Payment Account after taking into account the payments on such Payment
Date listed in clauses (i) through (v) of Section 5.01(a)(I). 


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


          Expense
Fee Rate: Is an amount equal to the sum of (i) the Servicing Fee Rate, (ii)
the fees of the Owner Trustee, (iii) a per annum rate equal to a fraction, the
numerator of which is the product of (a) 12 and (b) payments to the Indenture
Trustee in respect of the Indenture Trustee Expense Amount and the denominator
of which is the Pool Balance at the beginning of the related Collection Period
and (iv) the product of (a) the rate at which the Insurer Premium is calculated
and (b) a fraction, the numerator of which is the Note Principal Amount of the Notes
immediately before the Payment Date and the denominator of which is the Pool
Balance at the beginning of the related Collection Period. 


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


          FDIC:
The Federal Deposit Insurance Corporation and any successor thereto. 


          Fidelity
Bond: As defined in Section 3.06. 


11






          Final
Recovery Determination: With respect to any defaulted Mortgage Loan or any
REO Property (other than a Mortgage Loan or REO Property purchased by the
Seller or the Servicer pursuant to or as contemplated by Sections 2.02, 2.04,
2.05, 3.07 or 8.01), a determination made by the Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries which the
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby. 


          Final
Scheduled Payment Date: The Payment Date in July 2037,whereby the Holders of the Notes shall be
entitled to receive a payment of principal in an amount equal to the Note
Principal Amount of the Notes and any accrued and unpaid interest thereon. 


          Fiscal
Agent: As defined in the Policy with respect to the Insurer. 


          Floating
Allocation Percentage: With respect to any Payment Date, the percentage
equivalent of a fraction the numerator of which is the Invested Amount for the
preceding Payment Date (or in the case of the first Payment Date, the Initial
Invested Amount) and the denominator of which is the Pool Balance at the end of
the Collection Period preceding the previous Payment Date (or in the case of
the first Payment Date, the Cut-off Date Pool Balance), provided such
percentage shall not be greater than 100%. 


          Foreclosure
Profit: With respect to a Liquidated Mortgage Loan, the amount, if any, by
which (i) the related aggregate Net Recoveries exceed (ii) the related
Principal Balance (without giving effect to any reduction thereto in respect of
any prior Charge-Off Amounts) immediately prior to receipt of the final
Recoveries plus accrued and unpaid interest thereon at the applicable Loan Rate
from the date interest was last paid through the date of receipt of the final
Recoveries. 


          Formula
Note Rate: With respect to the Notes and any Interest Accrual Period, the
per annum rate equal to LIBOR plus 0.16%. 


          Holders:
The holders of the Notes, the Class B Certificates, the Class L Certificates or
the Class R Certificates. 


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


          Indenture
Trustee: Deutsche Bank National Trust Company, a national banking
association, as Indenture Trustee under this Agreement, or any successor
Indenture Trustee appointed in accordance with this agreement. 


12






          Indenture
Trustee Expense Amount: Means, any costs, expenses or liabilities
reimbursable to the Indenture Trustee to the extent provided in the Indenture;
provided, however, such reimbursable amounts may not exceed $20,000 on any
Payment Date or $150,000 during any Anniversary Year (excluding, for this
purpose, costs and expenses of the indenture trustee incurred in connection
with any transfer of servicing following a default by the Servicer). In the
event that the Indenture Trustee incurs reimbursable amounts in excess of
$150,000, it may seek reimbursement for such amounts in subsequent Anniversary
Years, but (subject to the immediately preceding sentence) in no event shall
more than $150,000 be reimbursed to the Indenture Trustee per Anniversary Year.



          Indenture
Trustee Fee: An amount equal to 0.055% per annum of the outstanding
Principal Balance of each Mortgage Loan. 


          Index:
Means the Prime Rate. 


          Initial
Invested Amount: $650,071,680.31. 


          Initial
LIBOR Rate: 5.3200%. 


          Initial
Note Principal Amount: $651,071,000. 


          Insurance
and Indemnity Agreement or Insurance Agreement: The Insurance and Indemnity
Agreement dated as of March 23, 2007 among the Insurer, the Depositor, the
Seller, the Servicer, and the Trust, including any amendments and supplements
thereto in accordance with the terms thereof. 


          Insurance
Agreement Event of Default: For purposes of Section 7.01 hereunder, as
defined in the Insurance and Indemnity Agreement. 


          Insurance
Proceeds: Proceeds of any title policy or other insurance policy covering a
Mortgage Loan, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Servicer would follow in servicing
mortgage loans held for its own account, subject to the terms and conditions of
the related Mortgage Note and Mortgage. 


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


          Insurer
Default: The failure by the Insurer to make a payment required under the
Policy in accordance with the terms thereof. 


13






          Interest
Accrual Period: with respect to each Payment Date will be the period from
and including the preceding Payment Date (or, in the case of the first Payment
Date, from the Closing Date) to, but excluding the current Payment Date. 


          Interest
Collections: with respect to any Payment Date, is equal to the sum of (a)
all payments by or on behalf of mortgagors and any other amounts constituting
interest, including the portion of Net Liquidation Proceeds and Insurance
Proceeds allocated to interest pursuant to the terms of the related Mortgage
Note (excluding the fees or late charges or similar administrative fees paid by
Mortgagors) collected during the related Collection Period and all Recoveries,
less the Servicing Fee for the related Collection Period and (b) the interest
portion of (i) the purchase price paid for a Mortgage Loan repurchased by the
Seller during the related Collection Period, (ii) any Substitution Amounts in respect
of an Eligible Substitute Mortgage Loan which is substituted by the Seller
during the related Collection Period for a removed Mortgage Loan, and (iii) the
Optional Redemption Price in connection with any Optional Redemption of the
Notes during the related Collection Period. The terms of the related Mortgage
Note shall determine the portion of each payment in respect of such Mortgage
Loan that constitutes principal or interest. 


          Interest
Payment Amount: With respect to the Notes and any Payment Date, (x) the
Note Rate applicable to such Payment Date multiplied by (y) the Note Principal
Amount immediately prior to such Payment Date multiplied by (z) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. 


          Invested
Amount: On any Payment Date, is the Invested Amount for the preceding
Payment Date (or in the case of the First Payment Date, the Initial Invested
Amount) reduced by (i) the Maximum Principal Payment for such Payment Date and
(ii) the Investor Charge-Off Amounts for such Payment Date. 


          Investor
Charge-Off Amount: For any Payment Date, the Charge-Off Amounts incurred
during the related Collection Period multiplied by the Floating Allocation
Percentage for such Payment Date. 


          Late
Payment Rate: For any Payment Date, the lesser of (a) the greater of (i)
the rate of interest, as it is publicly announced by JPMorganChase, as its
prime rate (any change in such prime rate of interest to be effective on the
date such change is announced by JPMorganChase), plus 2% per annum and (ii) the
then applicable highest rate of interest on the Notes and (b) the maximum rate
permissible under applicable usury or similar laws limiting interest rates, as
determined by the Insurer. The Late Payment Rate shall be computed on the basis
of the actual number of days elapsed over a year of 360 days. 


14






          LIBOR:
With respect to the first Interest Accrual Period, the Initial LIBOR Rate. 


          (a)
With respect to each subsequent Interest Accrual Period, a per annum rate
determined on the LIBOR Determination Date in the following manner by the
Indenture Trustee. The Indenture Trustee will determine LIBOR for purposes of calculating
interest on the Notes based on the “Interest Settlement Rate” for U.S. dollar
deposits of one month maturity set by the British Bankers’ Association (the
“BBA”) as of 11:00 a.m. (London time) on the LIBOR Determination Date. The
BBA’s Interest Settlement Rates are currently displayed on the Designated
Telerate Page. Such Interest Settlement Rates are also currently available on
Bloomberg L.P. page “BBAM.” The BBA’s Interest Settlement Rates currently are
rounded to five decimal places. 


          (b)
With respect to any LIBOR Determination Date, if the BBA’s Interest Settlement
Rate does not appear on the Designated Telerate Page as of 11:00 a.m. (London
time) on such date, or if the Designated Telerate Page is not available on such
date, the Indenture Trustee will obtain such rate from the Reuters or Bloomberg
page. If such rate is not published for such LIBOR Determination Date, LIBOR
for such date will be the most recently published Interest Settlement Rate. In
the event that the BBA no longer sets an Interest Settlement Rate, the
Indenture Trustee will designate an alternative index that has performed, or
that the Indenture Trustee expects to perform, in a manner substantially
similar to the BBA’s Interest Settlement Rate. 


          (c)
The establishment of LIBOR on each LIBOR Determination Date by the Indenture
Trustee and the Indenture Trustee’s calculation of the rate of interest
applicable to the Notes for the related Interest Accrual Period will (in the
absence of manifest error) be final and binding. 


          LIBOR
Business Day: Any day on which banking institutions in the State of New
York or in the city of London, England are open for conducting transactions in
foreign currency and exchange. 


          LIBOR
Determination Date: With respect to any Interest Period, the second LIBOR
Business Day preceding the first day of such Interest Period. 


          Lien:
Any lien, charge, mortgage, claim, participation interest, equity, pledge or
security interest of any nature, encumbrances or right of others. 


          Liquidation
Expenses: Expenses that are incurred by the Servicer in connection with the
liquidation of any defaulted Mortgage Loan and are not recoverable under the
applicable primary mortgage insurance policy, if any, including, without
limitation, foreclosure and rehabilitation expenses, legal expenses and
unreimbursed amounts, if any, expended pursuant to Sections 3.07 or 3.08. 


15






          Liquidated
Mortgage Loan: Any Mortgage Loan as to which the Servicer has made a Final
Recovery Determination. 


          Liquidation
Event: With respect to any Mortgage Loan, any of the following events: (i)
such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
as to such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust
Fund by reason of its being purchased, sold or replaced pursuant to or as
contemplated by Sections 2.02, 2.04, 2.05 3.07 or 8.01. With respect to any REO
Property, either of the following events: (i) a Final Recovery Determination is
made as to such REO Property or (ii) such REO Property is removed from the
Trust Fund by reason of its being sold or purchased pursuant to Sections
3.07(a) or 8.01. 


          Liquidation
Proceeds: The amount (other than amounts received in respect of the rental
of any REO Property prior to REO Disposition) received by the Servicer in
connection with (i) the taking of all or a part of a Mortgaged Property by
exercise of the power of eminent domain or condemnation, (ii) the liquidation
of a defaulted Mortgage Loan by means of a trustee’s foreclosure sale or
otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or
an REO Property pursuant to or as contemplated by Sections 2.02, 2.04, 2.05,
3.07 or 8.01. 


          Loan
Rate: With respect to any Mortgage Loan as of any day, the variable
interest rate applicable under the related Mortgage Note. 


          Loan
Rate Cap: With respect to any Mortgage Loan, the lesser of (i) the maximum
Loan Rate permitted by the related Mortgage Note over the life of the Mortgage
Loan, and (ii) the applicable state usury ceiling. 


          Lost
Note Affidavit: An affidavit in the form of Exhibit H. 


          Majority
Securityholders: During the period that any Notes are outstanding, the
holder or holders of in excess of 50% of the Note Principal Amount of the
Notes; and thereafter, the holders of the Certificates (voting collectively as
a single class). 


          Managed
Amortization Period: With respect to the Notes, the period commencing on
the first Payment Date and ending on the earlier to occur of (x) the 120th
Payment Date and (y) the Payment Date which immediately follows the occurrence
of a Rapid Amortization Trigger Event. 


          Margin:
With respect to each Mortgage Loan, the fixed percentage amount set forth in
the related Credit Line Agreement which amount is added to the Prime Rate in
accordance with the terms of such Credit Line Agreement to determine the Loan
Rate for such Mortgage Loan, subject to the Loan Rate Cap. 


16






          Material
Adverse Change: As defined in the Insurance and Indemnity Agreement. 


          Maximum
Principal Payment: With respect the Notes, (i) during the Managed Amortization
Period, the Net Principal Collections with respect to such Payment Date, and
(ii) during the Rapid Amortization Period, the Floating Allocation Percentage
of Principal Collections for such Payment Date.  


          Maximum
Rate: With respect to the Notes on any Payment Date, the quotient of (A)
the excess of (x) the Interest Collections for that Payment Date over (y) the
sum of (i) the fees of the Owner Trustee for that Payment Date; (ii) payments
to the Indenture Trustee in respect of the Indenture Trustee Expense Amount;
(iii) the Indenture Trustee Fee; (iv) the Premium Amount payable to the Insurer
on that Payment Date; and (v) beginning on the Payment Date in April 2008,
0.041667% multiplied by the Pool Balance on the first day of the related
Collection Period, divided by (B) the product of (x) the Pool Balance on the
first day of the related Collection Period, and (y) a fraction, the numerator
of which is the actual number of days in the related Interest Accrual Period
for the Notes and the denominator of which is 360. 


          MERS:
Mortgage Electronic Registration Systems, Inc., a Delaware corporation, or any successor
in interest thereto. 


          MERS
Mortgage Loan: Any Mortgage Loan as to which the related Mortgage, or an
Assignment of Mortgage, has been or will be recorded in the name of MERS, as
nominee for the holder from time to time of the Credit Line Agreement. 


          Monthly
Payment: With respect to a Mortgage Loan, the scheduled monthly payment of
principal and/or interest required to be made by a Mortgagor on such Mortgage
Loan. 


          Moody’s:
Moody’s Investors Service, Inc., or any successor thereto. 


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


          Mortgage
File: The mortgage documents listed in Section 2.01(e)(i) and (ii),
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement. 


          Mortgage
Loan: Each of the home equity line of credit mortgage loans that is
transferred and assigned to the Trust pursuant to Sections 2.01 and 2.05,
together with the Related Documents, exclusive of home equity line of credit
mortgage loans that are transferred to the Seller, from time to time pursuant
to Sections 2.02 and 2.05. 


17






          Mortgage
Loan Purchase Agreement: The mortgage loan purchase agreement, dated as of
March 23, 2007, between the Seller and the Depositor, relating to the sale of
the Mortgage Loans from the Seller to the Depositor. 


          Mortgage
Loan Schedule: With respect to the Cut-off Date, the schedule of Mortgage
Loans constituting assets of the Trust and thereafter as amended or
supplemented pursuant to the terms hereof. The Mortgage Loan Schedule is the
schedule set forth herein as Exhibit A, which schedule sets forth as to each
Mortgage Loan: (i) the Cut-off Date Principal Balance, (ii) the loan number,
(iii) the Credit Limit, (iv) the CLTV as of the date of the origination of the
related Mortgage Loan, (v) occupancy and loan purpose, (vi) the Loan Rate as of
the Cut-off Date, (vii) the Margin, (viii) the type of property, (ix) the
debt-to-income ratio, (x) the credit score, (xi) the Originator, (xii) the Loan
Rate Cap, (xiii) documentation type, (xiv) zip code, (xv) term of the Draw
Period, (xvi) lien position, (xvii) maximum rate, (xviii) original term, (xix)
remaining term, and (xx) any related Early Termination Fee. 


          Mortgage
Note: With respect to a Mortgage Loan, the related credit line account
agreement executed by the related Mortgager and any amendment or modification
thereof. 


          Mortgaged
Property: With respect to each Mortgage Loan, the underlying real property,
including improvements thereon. 


          Mortgagee:
With respect to any Mortgage Loan as of any date of determination, the holder
of the related Mortgage Note and any related Mortgage as of such date. 


          Mortgagor:
With respect to any Mortgage Loan, the obligor or obligors under the related
Mortgage Note. 


          Net
Available Funds: With respect to each Payment Date, the excess of (A) the
Available Funds for that Payment Date, over (B) the sum of (i) the payment of
the Indenture Trustee Expense Amount, (ii) the payment of the Indenture Trustee
Fee, (iii) the payment to the Owner Trustee of its fee for services rendered
pursuant to the Trust Agreement, (iv) all Early Termination Fees (which are
distributable only to the Class L Certificates), and (v) during the Managed
Amortization Period, the amount of Principal Collections for that Payment Date applied
to purchase additional Draws under the Mortgage Loans. 


          Net
Charge-Off Amount: With respect to any Mortgage Loan, the Charge-Off
Amount, less any Net Recoveries with respect to such Mortgage Loan. 


          Net
Liquidation Proceeds: With respect to any Liquidated Mortgage Loan or any
other disposition of related Mortgaged Property (including REO Property), the
related Liquidation Proceeds net of Servicing Advances, Servicing Fees and any
other accrued and unpaid servicing fees received and retained in connection
with the liquidation of such Mortgage Loan or Mortgaged Property. 


18






          Net
Loan Rate: With respect to any Mortgage Loan on any day, the Loan Rate less
the Expense Fee Rate. 


          Net
Principal Collections: With respect to the Mortgage Loans and any Payment
Date, an amount equal the positive difference between (x) the Floating
Allocation Percentage of Principal Collections with respect to such Payment
Date and (y) the Floating Allocation Percentage of the aggregate principal
amount of all Additional Balances arising during the related Collection Period;
provided, however, that in no
event will Net Principal Collections be less than zero with respect to any
Payment Date. 


          Net
Recoveries: With respect to any Charged-Off HELOC, Recoveries net of
unreimbursed Servicing Fees with respect thereto. 


          Non-MERS
Mortgage Loan: Any Mortgage Loan other than a MERS Mortgage Loan. 


          Nonrecoverable
Advance: Any Advance previously made or proposed to be made by the Servicer
in respect of a Mortgage Loan which, in the good faith judgment of the
Servicer, will not, or, in the case of a proposed Advance, would not, be
ultimately recoverable by the Servicer from related late collections, Insurance
Proceeds, Liquidation Proceeds or proceeds from the disposition of any REO
Property. To the extent that any Mortgagor is not obligated under the related
Mortgage documents to pay or reimburse any portion of any Servicing Advances
that are outstanding with respect to the related Mortgage Loan as a result of a
modification of such Mortgage Loan by the Servicer, which forgives amounts
which the Servicer or Subservicer had previously advanced, and the Servicer
determines that no other source of payment or reimbursement for such advances
is available to it, such Servicing Advances shall be deemed to be
Nonrecoverable Advances. The determination by the Master Servicer that it has
made a Nonrecoverable Advance or that any proposed Advance would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate
delivered to the Company, the Indenture Trustee and the Insurer. 


          Note:
Any Note designated as an “Asset-Backed Note” on the face thereof,
substantially in the form of Exhibit A to the Indenture. 


          Noteholder:
Any owner of the Notes, as shown on the Note Register. 


          Note
Principal Amount: With respect to any date, the Initial Note Principal
Amount, less the amount of all principal distributions previously distributed
with respect to the Notes. 


19






          Note
Principal Payment Amount: With respect to each Payment Date, (a) prior to
the Stepdown Date or if a Trigger Event is in effect or a Rapid Amortization
Trigger Event has occurred, the Principal Payment Amount for such Payment Date
and (b) on or after the Stepdown Date unless a Trigger Event is in effect or a
Rapid Amortization Trigger Event has occurred, the lesser of (A) the excess of
(i) the Note Principal Amount of the Notes immediately prior to the applicable
Payment Date over (ii) the Note Target Amount for such Payment Date and (B) the
Principal Payment Amount for such Payment Date. 


          Note
Rate: With respect to any Payment Date, the lesser of the Formula Note Rate
and the Maximum Rate for such Payment Date. 


          Note
Register and Note Registrar: The register which provides for the
registration of the Notes and the registration of transfers of the Notes, which
shall be maintained by the Indenture Trustee, as Note Registrar. 


          Note
Target Amount: For each Payment Date, the lesser of (a) the product of (i)
95.50% and (ii) the Invested Amount for such Payment Date and (b) the excess if
any of (i) the Invested Amount for such Payment Date over (ii) 0.50% of the
Initial Invested Amount. 


          Officer’s
Certificate: A certificate signed by the President, an Executive Vice
President, a Senior Vice President, a Vice President, an Assistant Vice
President, the Treasurer, Assistant Treasurer, Cashier, Assistant Cashier,
Controller or Assistant Controller of the Servicer, Seller or the Depositor, as
the case may be, and delivered to the Indenture Trustee and the Insurer. 


          Opinion
of Counsel: A written opinion of counsel, who may be in-house counsel for
the Servicer (or its affiliate), the Depositor (or its affiliate), the Seller
(or its affiliate) or the Depositor (or its affiliate) (except that any opinion
pursuant to Section 2.01 or 6.04 or relating to taxation or otherwise as
required by the Insurer must be an opinion of independent outside counsel) and
who, in the case of opinions delivered to the Insurer, the Indenture Trustee
and the Rating Agency, is reasonably acceptable to each of them. 


          Optional
Redemption Date: As defined in Section 8.01(b) of this Agreement. 


          Optional
Redemption Holder: The Servicer. 


          Optional
Redemption Price: An amount equal to the greater of: (a) the sum of (i) the
aggregate outstanding Principal Balance of each Mortgage Loan, plus accrued
interest at the applicable Loan Rate, (ii) any costs and damages incurred by
the Trust in connection with a violation of any applicable federal, state or
local predatory or abusive lending law, (iii) the lesser of (A) the fair market
value of all other property being purchased and (B) the unpaid Principal Balance
of the related Mortgage Loan that was secured by such property and (iv) any
unreimbursed Servicing Advances, unreimbursed expenses and any unpaid fees due
to the Servicer, the Insurer (including premiums and Reimbursement Amounts),
the Indenture Trustee and the Owner Trustee for the related Payment Date and
(b) the sum of (i) the Note Principal 


20






Amount of the
Notes with interest due thereon (including Deferred Interest), (ii) any costs
and damages incurred by the Trust in connection with a violation of any
federal, state or local predatory or abusive lending laws, (iii) any
unreimbursed Servicing Advances, unreimbursed expenses and any unpaid fees due
to the Servicers, the Insurer, the Indenture Trustee, and the Owner Trustee and
(iv) any Reimbursement Amounts. 


          Originator:
With respect to each Mortgage Loan sold by the Seller, the originator of such
Mortgage Loan as specified in the Mortgage Loan Schedule. 


          Outstanding:
The meaning specified in the Indenture. 


          Overcollateralization
Amount: With respect to the Notes and any Payment Date, the excess, if any,
of (x) the Invested Amount for that Payment Date over (y) the sum of the Note
Principal Amount of the Notes as of such Payment Date (after taking into
account any reductions to such Note Principal Amount resulting from payments
made pursuant to clauses (iii), (iv) and (vi) of Section 5.01(a)(I) of this
Agreement on such Payment Date). 


          Overcollateralization
Deficiency Amount: With respect to the Notes and any Payment Date, the
excess, if any, of (i) the Specified Overcollateralization Amount for such
Payment Date over (ii) the Overcollateralization Amount for such Payment Date. 


          Overcollateralization
Deficit: With respect to the Notes and any Payment Date, the amount, if
any, by which (a) the Note Principal Amount of the Notes, after taking into
account the payment to the Holders of the Notes of all principal from all
sources other than the Policy on such Payment Date, exceeds (b) the Invested
Amount for such Payment Date (without taking into account any payment made
under the Policy). 


          Overcollateralization
Reduction Amount: With respect to the Notes and any Payment Date, the
excess, if any, of (i) the Overcollateralization Amount for such Payment Date
over (ii) the Specified Overcollateralization Amount for such Payment Date,
assuming that the Maximum Principal Payment has been distributed to the
Noteholders on such Payment Date. 


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


          Payment
Account: The segregated non-interest bearing trust account established by
the Indenture Trustee pursuant to Section 5.05. 


          Payment
Date: The 25th day of each month or, if such day is not a
Business Day, then the next Business Day, beginning in April 2007. 


          Permitted
Activities: The activities allowed under Paragraph 35 of SFAS 140. 


21






          Percentage
Interest: With respect to the Notes, the percentage obtained by dividing
the principal denomination of such Note by the aggregate of the principal denominations
of all Notes. With respect to a Certificate, the percentage set forth on the
face of such Certificate. 


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


          Plan:
An employee benefit plan or other retirement arrangement which is subject to
Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
underlying assets include such plan’s or arrangement’s assets by reason of
their investment in the entity. 


          Policy:
The financial guaranty insurance policy (No. 51821-N) with respect to the Notes
and all endorsements thereto, if any, dated the Closing Date, issued by the
Insurer for the benefit of the Holders of the Notes, a copy of which is
attached hereto as Exhibit G. 


          Pool
Balance: With respect to any date, the aggregate of the Principal Balances
of all of the Mortgage Loans as of such date. 


          Preference
Amount: As defined in the Policy. 


          Premium
Amount: The premium payable to the Insurer for the Policy pursuant to the
Premium Letter. 


          Premium
Letter: The premium letter between the Insurer, the Indenture Trustee and
the other parties thereto dated March 23, 2007. 


          Prime
Rate: As of any date, the prime rate of the United States money center
commercial banks as published in the latest edition of The Wall Street
Journal, Northeast Edition. 


          Principal
Balance: As of any date of determination and any Mortgage Loan, an amount
equal to the Cut-off Date Principal Balance of the Mortgage Loan, plus (i) any
Additional Balances transferred to the Trust in respect of the Mortgage Loan, minus (ii) all collections credited
against the principal balance of the Mortgage Loan in accordance with the
related Credit Line Agreement prior to that day, and minus (iii) all prior related Charge-Off Amounts. For
purposes of this definition, a Liquidated Mortgage Loan will have a Principal
Balance equal to the Principal Balance of that Mortgage Loan prior to the final
recovery of liquidation proceeds and a Principal Balance of zero thereafter. 


22






          Principal
Collections: with respect to any Payment Date, is equal to the sum of
amounts allocated to principal collected during the related Collection Period,
the portion of Net Liquidation Proceeds and Insurance Proceeds allocated to
principal pursuant to the terms of the Credit Line Agreements, any amounts
allocable to principal with respect to any Mortgage Loans that are repurchased
out of the Trust, the principal portion of any Substitution Amount and the
principal portion of any Optional Redemption Price. 


          Principal
Payment Amount: With respect to the Notes on any Payment Date, the excess
of (a) the Maximum Principal Payment over (b) the Overcollateralization
Reduction Amount, if any, in each case, with respect to such Payment Date. 


          Principal
Prepayment: Any payment of principal made by the Mortgagor on a Mortgage
Loan which is received in advance of its scheduled Due Date and which is not
accompanied by an amount of interest representing the full amount of scheduled
interest due on any Due Date in any month or months subsequent to the month of
prepayment. 


          Purchase
Price: An amount equal to the principal balance of the Mortgage Loan at the
time of any transfer Pursuant to Sections 2.03 or 2.04 plus (a) the greater of
(i) accrued and unpaid interest at the applicable mortgage loan rate net of the
servicing fee to the date of repurchase and (ii) 30 days’ interest, computed at
the applicable mortgage loan rate and (b) any expenses incurred by the Trust as
a result of the defect, including any costs and damages actually incurred and
paid by or on behalf of the Trust in connection with any violation of such
Mortgage Loan of any predatory or abusive lending laws. 


          Purchaser:
The Depositor, as purchasers of the Mortgage Loans under the Mortgage Loan
Purchase Agreement. 


          Qualifying
SPE: As set forth in SFAS 140. 


          Rapid
Amortization Event: As defined in Section 5.08. 


          Rapid
Amortization Period: The period commencing on the day immediately following
the end of the Managed Amortization Period and continuing until the termination
of the Trust pursuant to Section 8.01. 


          Rapid
Amortization Trigger Event: A “Rapid Amortization Trigger Event” shall
occur if a Rapid Amortization Event is declared to have occurred or has
occurred automatically as set forth in Section 5.08. 


23






          Rating
Agency: Any statistical credit rating agency, or its successor, that rated
the Notes at the request of the Depositor at the time of the initial issuance
of the Notes. If such agency or a successor is no longer in existence, “Rating
Agency” shall be such statistical credit rating agency, or other comparable
Person, designated by the Servicer and the Insurer, notice of which designation
shall be given to the Indenture Trustee. References herein to the highest short
term unsecured rating category of a Rating Agency shall mean “A-1+” or better
in the case of Standard & Poor’s and “P-1” or better in the case of Moody’s
and in the case of any other Rating Agency shall mean the ratings such other
Rating Agency deems equivalent to the foregoing ratings. References herein to
the highest long-term rating category of a Rating Agency shall mean “AAA” in
the case of Standard & Poor’s and “Aaa” in the case of Moody’s and in the
case of any other Rating Agency, the rating such other Rating Agency deems
equivalent to the foregoing ratings. 


          Ratings:
The ratings initially assigned to the Notes and the Certificates by the Rating
Agencies, as evidenced by letters from the Rating Agencies. 


          Record
Date: With respect to the Notes for so long as the Notes are held in
book-entry form, the Business Day immediately preceding the related Payment
Date following the date on which Definitive Notes are issued for the Notes, and
with respect to any other Class of Certificates, the last Business Day of the
calendar month preceding the month in which the related Payment Date occurs. 


          Recordation
Event: Any of (i) the long-term senior unsecured debt rating of the Seller
(or any successor in interest thereto) is reduced to below either “BBB-” by
Standard & Poor’s or “Baa3” by Moody’s, (ii) an Event of Servicer
Termination has occurred and is continuing, (iii) the occurrence of a
bankruptcy, insolvency or foreclosure relating to the Servicer; provided, that any Recordation Event may
be waived by 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) by its providing written notice of such
waiver to the Servicer and the Indenture Trustee; or (iv) at the written
request of 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 the Indenture Trustee to cause the
Custodian to record Assignments of Mortgages because the Insurer has
determined, in the exercise of its reasonable judgment, that such recordation
is necessary to protect the Insurer’s interest with respect to such Mortgage
Loans because (a) a Material Adverse Change with respect to the Seller or the
Servicer has occurred, (b) the Insurer has been so advised by counsel as a
result of a change that occurred after the Closing Date in applicable law or
the interpretation thereof or (c) with respect to a particular Mortgage Loan,
the insolvency of the related Mortgagor. 


          Recoveries:
With respect to a Charged-Off HELOC, the proceeds (including Released Mortgaged
Property Proceeds but not including amounts drawn under the Policy) received by
the Servicer in connection with such Charged-Off HELOC minus related Servicing
Advances and any amount due the holder of any Senior Lien that has not been
previously paid. 


24






          Reference
Banks: Three major banks that are engaged in the London interbank market,
selected by the Servicer and identified in writing to the Indenture Trustee. 


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


          Reimbursement
Amount: As to any Payment Date with respect to the Notes, the sum of (x)(i)
all Insured Payments paid by the Insurer, but for which the Insurer has not
been reimbursed prior to such Payment Date pursuant to Section 5.01(a)(I)(v) of
this Agreement, plus (ii) interest accrued on such Insured Payments not
previously repaid calculated at the Late Payment Rate from the date the
Indenture Trustee received the related Insured Payments and (y), without
duplication, (i) any other amounts then due and owing to the Insurer under the
Insurance Agreement but for which the Insurer has not been paid or reimbursed
prior to such Payment Date, plus (ii) interest on such amounts at the Late
Payment Rate. 


          Related
Documents: With respect to each Mortgage Loan, the documents listed in
Section 2.01(e)(ii)(B) through (D). 


          Released
Mortgaged Property Proceeds: As to any Mortgage Loan, proceeds received by
the Servicer in connection with (a) a taking of an entire Mortgaged Property by
exercise of the power of eminent domain or condemnation or (b) any release of
part of the Mortgaged Property from the lien of the related Mortgage, whether
by partial condemnation, sale or otherwise, which are not released to the
Mortgagor in accordance with (i) applicable law, (ii) mortgage servicing
standards employed by the Servicer in servicing home equity line of credit
mortgage loans for its own account and (iii) this Agreement. 


          Relief
Act: The Servicemembers Civil Relief Act, as amended. 


          Relief
Act Interest Shortfall: With respect to any Payment Date, for any Mortgage
Loan with respect to which there has been a reduction in the amount of interest
collectible thereon for the most recently ended Collection Period or (without
duplication) any earlier Collection Period as a result of the application of
the Relief Act, the amount by which (i) interest collectible on such Mortgage
Loan during each such Collection Period is less than (ii) one month’s interest
on the Stated Principal Balance of such Mortgage Loan at the Loan Rate for such
Mortgage Loan before giving effect to the application of the Relief Act. 


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


25






          REO
Account: The account or accounts maintained by the Servicer in respect of
an REO Property pursuant to Section 3.07. 


          REO
Disposition: The sale or other disposition of an REO Property on behalf of
the Trust. 


          REO
Imputed Interest: As to any REO Property, for any calendar month during
which such REO Property was at any time part of the Trust Fund, one month’s
interest at the applicable Net Loan Rate on the Stated Principal Balance of
such REO Property (or, in the case of the first such calendar month, of the
related Mortgage Loan if appropriate) as of the close of business on the
Payment Date in such calendar month. 


          REO
Principal Amortization: With respect to any REO Property, for any calendar
month, the excess, if any, of (a) the aggregate of all amounts received in
respect of such REO Property during such calendar month, whether in the form of
rental income, sale proceeds (including, without limitation, that portion of
the Optional Redemption Price paid in connection with a purchase of all of the
Mortgage Loans and REO Properties pursuant to Section 8.01 that is allocable to
such REO Property) or otherwise, net of any portion of such amounts (i) payable
pursuant to Section 3.07 in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the
Servicer pursuant to Section 3.07 for unpaid Servicing Fees in respect of the
related Mortgage Loan and unreimbursed Servicing Advances, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar month. 


          REO
Property: A Mortgaged Property that is acquired by the Trust in foreclosure
or by deed in lieu of foreclosure. 


          Reserve
Account: The account designated as the “Reserve Account” and established
pursuant to Section 5.06 hereof. 


          Residual
Certificate: The Class L or Class R Certificate, as applicable. 


          Residual
Certificateholder: Any holder of a Residual Certificate. 


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


26






          Scheduled
Payments: As defined in the Policy with respect to the Notes and each
Payment Date. 


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


          Securityholders:
The Noteholders and the Certificateholders. 


          Seller:
IndyMac Bank, F.S.B., a federal savings bank, as seller under the Mortgage Loan
Purchase Agreement. 


          Senior
Lien: With respect to any Mortgage Loan that is not a first priority lien,
the mortgage loan or mortgage loans relating to the corresponding Mortgaged
Property having priority senior to that of such Mortgage Loan. 


          Servicer:
IndyMac Bank, F.S.B., a federal savings bank, as Servicer, or any successor
hereunder appointed in accordance with the terms hereof. 


          Servicer
Employees: As defined in Section 3.06. 


          Servicer
Remittance Date: With respect to any Payment Date, the Business Day prior
to such Payment Date. 


          Servicing
Advances: All reasonable and customary unanticipated “out of pocket” costs
and expenses incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of the Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of the REO Property, including reasonable fees paid to any
independent contractor in connection therewith, and (iv) compliance with the
obligations under Sections 3.04, 3.07 or 3.17 hereunder; provided however, that
such obligation with respect to any related Mortgage Loan shall cease if the
Servicer determines, in its sole discretion, that Servicing Advances with
respect to such Mortgage Loan are or would be Nonrecoverable Advances. 


          Servicing
Certificate: As defined in Section 5.03(a). 


          Servicing
Fee: With respect to any Payment Date and Mortgage Loans, the product of
(i) the Servicing Fee Rate, (ii) the aggregate Principal Balance of Mortgage
Loans as of the opening of business on the first day of the related Collection
Period (or at the Cut-off Date with respect to the first Payment Date), and
(iii) 1/12; a portion of such Servicing Fee may be retained by a Sub-Servicer
as its servicing compensation. 


          Servicing
Fee Rate: 0.50% per annum, with respect to Mortgage Loans. 


27






          Servicing
Officer: Any officer of the Servicer involved in, or responsible for, the
administration and servicing of the Mortgage Loans whose name and specimen
signature appear on a list of servicing officers furnished to the Indenture
Trustee (with a copy to the Insurer) by the Servicer on the Closing Date, as
such list may be amended from time to time, initially set forth in Exhibit B. 


          SFAS
140: Statement of Financial Accounting Standards No. 140 of the Financial
Accounting Standards Board, as in effect on the date hereof. 


          60+
Day Delinquent Mortgage Loan: For any Collection Period, any Mortgage Loan
that is (i) more than 60 days delinquent, (ii) for which the related Mortgagor
has filed for bankruptcy protection or is otherwise the subject of a bankruptcy
or similar insolvency preceding, (iii) that is in foreclosure, or (iv) with
respect to which the related Mortgaged Property is characterized as REO
Property as of the end of such Collection Period. 


          Six
Month Rolling Delinquency Rate: With respect to any Payment Date on and
after the sixth Payment Date, the average of the Principal Balances of 60+ Day
Delinquent Mortgage Loans for the related Collection Period and the five
preceding Collection Periods divided by the Pool Balance, in each case on the
last day of those Collection Periods, respectively. 


          Specified
Overcollateralization Amount: On any Payment Date prior to the Stepdown
Date or if a Trigger Event is in effect, is an amount equal to 2.25% of the
Initial Invested Amount and on any Payment Date on or after the Stepdown Date
(provided no Trigger Event is in effect) is an amount equal to the greater of
(i) 0.50% of the Initial Invested Amount and (ii) 4.50% of the Invested Amount
for such Payment Date. 


          Sponsor:
IndyMac Bank, F.S.B., a federal savings bank. 


          Stated
Principal Balance: With respect to any Mortgage Loan: (a) as of any date of
determination up to but not including the Payment Date on which the proceeds,
if any, of a Liquidation Event with respect to such Mortgage Loan would be
distributed, the outstanding Stated Principal Balance of such Mortgage Loan as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, plus any
Additional Balances transferred to the Trust in respect of the Mortgage Loan,
minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, (ii) the portion of all Principal
Prepayments received after the Cut-off Date, to the extent paid pursuant to
Section 5.01 on or before such date of determination, (iii) all Liquidation
Proceeds and Insurance Proceeds allocable to Principal to the extent paid
pursuant to Section 5.01 on or before such date of determination, and (iv) any
Charge-off Amount incurred with respect thereto during or prior to the
Collection Period for the most recent Payment Date coinciding with or preceding
such date of determination; and (b) as of any date of determination coinciding
with or subsequent to the Payment Date on which the proceeds, if any, of a
Liquidation Event with respect to such Mortgage Loan would be paid, zero. With
respect to any REO Property: (a) as of any date of determination up to but not
including the Payment Date on which the proceeds, if any, of a Liquidation
Event with respect to such 


28







REO Property
would be paid, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus the aggregate amount of REO
Principal Amortization in respect of such REO Property for all previously ended
calendar months, to the extent paid pursuant to Section 5.01 on or before such
date of determination; and (b) as of any date of determination coinciding with
or subsequent to the Payment on which the proceeds, if any, of a Liquidation
Event with respect to such REO Property would be paid, zero.


          Statement
to Noteholders: As defined in Section 5.03(b).


          Stepdown
Date: With respect to the Notes, the later to occur of (a) the 31st
Payment Date and (b) the first Payment Date following the Payment Date on which
the Overcollateralization Amount is greater than or equal to 4.50% of the
Invested Amount on that Payment Date.


          Subsequent
Recoveries: As of any Payment Date, amounts received by the Servicer (net
of any related expenses permitted to be reimbursed to the Servicer)
specifically related to a Charged-Off HELOC.


          Subservicer:
Any Person with whom the Servicer has entered into a Subservicing Agreement and
who satisfies the requirements set forth in Section 3.01(a) in respect of the
qualification of a Subservicer.


          Subservicing
Agreement: Any agreement between the Servicer and any Subservicer relating
to subservicing and/or administration of certain Mortgage Loans as provided in
Section 3.01, a copy of which shall be delivered, along with any modifications
thereto, to the Indenture Trustee and the Insurer.


          Substitution
Adjustment: As to any date on which a substitution occurs pursuant to Section
2.05, the sum of (a) the excess of (i) the aggregate Principal Balances of all
Defective Mortgage Loans to be replaced by Eligible Substitute Mortgage Loans
(after application of principal payments received on or before the date of
substitution of any Eligible Substitute Mortgage Loans as of the date of
substitution) over (ii) the Principal Balance of such Eligible Substitute
Mortgage Loans and (b) the greater of (x) accrued and unpaid interest (accruing
at the Loan Rate for such Defective Mortgage Loan) on such excess through the
Collection Period relating to the Payment Date for which such Substitution
Adjustment will be included as part of Available Funds and (y) 30 days’
interest on such excess calculated on a 360-day year in each case at the Loan Rate
(or Loan Rate net of the Servicing Fee Rate if the related Seller is the
Servicer) and (c) if the Servicer is not the related Seller the amount of any
unreimbursed Servicing Advances made by the Servicer with respect to such
Defective Mortgage Loan and (d) the amounts referred to in clause (b) of the
definition of Purchase Price in respect of such Defective Mortgage Loan.


           Substitution
Date: As defined in Section 2.05(b).


29






          Supplemental
Mortgage Loan Schedule: As defined in Section 2.05(b).


          Transaction
Documents: This Agreement, the Mortgage Loan Purchase Agreement, the
Indenture, the Insurance and Indemnity Agreement, the Trust Agreement, the
Administration Agreement and the Premium Letter.


          Trigger
Event: With respect to any Payment Date, will be in effect if:


          (a)
the sum of the Investor Charge-Off Amounts for that Payment Date and all prior
Payment Dates, expressed as a percentage of the Initial Invested Amount, is
greater than


	
 

	
 


	
 

	
          (i)
  with respect to the first Payment Date to and including the 48th
  Payment Date, 1.75%,


	
 

	
 


	
 

	
          (ii)
  with respect to the 49th Payment Date to and including the 60th
  Payment Date, 2.50%,


	
 

	
 


	
 

	
          (iii)
  with respect to the 61st Payment Date to and including the 72nd
  Payment Date, 3.00%, and


	
 

	
 


	
 

	
          (iv)
  with respect to the 73rd Payment Date and thereafter, 3.25% or





          (b)
the Six Month Rolling Delinquency Rate for such Payment Date is greater than
3.50%.


          Trust,
Trust Estate or Trust Fund: IndyMac Home Equity Mortgage Loan Asset-Backed
Trust, Series 2007-H1, a Delaware statutory trust, established pursuant to the
Trust Agreement, the corpus of which consists of the Mortgage Loans and
Mortgage Files, such other assets as shall from time to time be identified as
deposited in the Trust Accounts in accordance with this Agreement, property
that secured a Mortgage Loan and that has become REO Property, the interest of
the Seller in certain hazard insurance policies maintained by the Mortgagors or
the Servicer in respect of the Mortgage Loans, the Depositor’s rights under the
Mortgage Loan Purchase Agreement and all proceeds of the foregoing.


          Trust
Accounts: The Collection Account, the Certificate Account, the Payment
Account and the Reserve Account.


          Trust
Agreement: The Trust Agreement, dated as of March 12, 2007, among the
Depositor and the Owner Trustee, as amended and restated as of March 23, 2007,
among the Administrator, the Depositor and the Owner Trustee.


          UCC:
The Uniform Commercial Code, as amended from time to time, as in effect in any
specified jurisdiction.


30






          Uninsured
Cause: Any cause of damage to a Mortgaged Property such that the complete
restoration of such property is not fully reimbursable by the insurance
policies required to be maintained pursuant to Section 3.04 hereof.


          Utilization
Rate: As of any date, the percentage of the line of credit relating to a
Mortgage Loan that has been drawn upon.


          Section
1.02 Other Definitional Provisions.


          (a)
Capitalized terms used herein and not otherwise defined herein have the
meanings assigned to them in the Indenture and the Trust Agreement, as
applicable.


          (b)
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.


          (c)
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.


          (d)
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; Article, Section, Schedule and Exhibit
references contained in this Agreement are references to Articles, Sections,
Schedules and Exhibits in or to this Agreement unless otherwise specified; and
the term “including” shall mean “including without limitation.”


          (e)
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 to the
feminine genders of such terms.


          (f)
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.


31






          Section
1.03 Interest Calculations.


          All
calculations of interest that are made in respect of the Principal Balance of a
Mortgage Loan shall be made on a daily basis using a 365-day year and the
actual number of days elapsed. All calculations of interest that are made in
respect of the Notes and the Certificates, shall be calculated on the basis of
a 360 day year and the actual number of days elapsed in the related Interest
Accrual Period. The calculation of the Premium Amount, the Owner Trustee Fee
and the Indenture Trustee Fee shall be made on the basis of the actual number
of days in each Collection Period divided by 360. All dollar amounts calculated
hereunder shall be rounded to the nearest penny with one-half of one penny
being rounded up.


ARTICLE II.


CONVEYANCE OF THE MORTGAGE LOANS


          Section
2.01 Conveyance of the Mortgage Loans.


          (a)
The Depositor, concurrently with the execution and delivery of this Agreement,
does hereby transfer, assign, set over and otherwise convey to the Trust, without
recourse (subject to Sections 2.02 and 2.04) all of its right, title and
interest in and to (i) each Mortgage Loan listed on the Mortgage Loan Schedule
on the Closing Date and the related Mortgage File (including the related
Mortgage Note and Mortgage), including its Cut-off Date Principal Balance
(including all rights of the Depositor pursuant to the Mortgage Loan Purchase
Agreement to purchase Additional Balances resulting from Draws made pursuant to
the related Mortgage Note prior to the termination of this Agreement) and all
related collections in respect of such Mortgage Loan received after the Cut-off
Date (excluding scheduled interest payments due on or prior to the Cut-off
Date); (ii) related property that secured a Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its rights under
any related insurance policies maintained in respect of the Mortgage Loans
(including any Insurance Proceeds) provided,
however, that neither the
Indenture Trustee nor the Trust assumes any obligation under any Mortgage Note
for the funding of future Draws to the Mortgagor thereunder, and neither the
Indenture Trustee nor the Trust will be obligated or permitted to fund any such
future Draws; and (vi) any and all proceeds of the foregoing (collectively, the
“Conveyed Assets”). Additional Balances shall be included in the related
Principal Balance transferred to the Trust pursuant to this Section 2.01 and
therefore will be part of the corpus of the Trust.


          The
Seller, the Depositor and the Trust agree to take or cause to be taken such
actions (including without limitation the filing of the UCC-1 financing
statements in the States of California, in the case of the Seller, and the
State of Delaware, in the case of the Depositor (which shall have been filed on
or before the Closing Date) describing the Cut-off Date Principal Balances and
Additional Balances related to the Mortgage Loans, and naming the Seller as
debtor and the Depositor as secured party, in the case of the Seller, and
naming the Depositor as debtor and the Trust as secured party, in the case of
the Depositor, and any amendments to such UCC-1 financing statements required
to reflect a change in the name or corporate structure of the Seller, the
Depositor, or the Trust, as the case may be, or the filing of any additional
financing 


32






statement due
to the change in the jurisdiction of formation of the Seller, the Depositor or
the Trust, as the case may be, within 30 days of any event necessitating such
filing) as are necessary to perfect and protect the Depositor’s interest in the
case of the Seller and the Trust and the Insurer’s interest in the case of the
Depositor, in each case describing Cut-off Date Principal Balance and the
Additional Balances related to the Mortgage Loans, the remainder of the trust
estate and the proceeds thereof. In addition, the Servicer agrees to file
continuation statements with respect to such UCC-1 financing statements as
required and as long as this Agreement remains outstanding with such
authorization and information as may be necessary to make such filing to be
provided by the applicable parties.


          In
the event any loss is suffered by the Insurer or the Indenture Trustee, on
behalf of the Trust, in respect of any Mortgage Loan, as a result of a failure
by the Seller or the Depositor to file the UCC-1 financing statements when
required to perfect or maintain the perfection of the Indenture Trustee’s
security interest hereunder and afford it first priority, the Seller shall, on
the Business Day next preceding the Payment Date in the month following the
Collection Period during which such loss occurred, purchase such Mortgage Loan.
Such purchase shall be accomplished in the same manner as set forth in Section
2.02.


          In
addition, on or prior to the Closing Date, the Depositor shall cause the
Insurer to deliver the Policy to the Indenture Trustee, for the benefit of the
Noteholders.


          (b)
In exchange for the transfer of the Mortgage Loans on the Closing Date, the
Class B, Class L and Class R Certificates shall be issued to or at the
direction of the Depositor.


          (c)
In consideration of the sale of any Additional Balance from the Depositor to
the Trust on any day, the Trust shall pay or cause to be paid to the Depositor
or its designee an amount equal to the aggregate principal balances of the
related Draws on such day. The Trust shall fund the amount specified in the
preceding sentence in one of the following ways, as applicable: (i) with
respect to any Collection Period preceding the commencement of the Rapid
Amortization Period, (a) on each day during such Collection Period, a cash
payment, to the extent then available from the Floating Allocation Percentage
of Principal Collections on the Mortgage Loans received during such Collection
Period and remaining on deposit in the Collection Account, in an amount equal
to the Aggregate Draw Amount on such day, and (b) on the last day of such
Collection Period, to the extent there exists an Additional Balance Advance
Amount for such Collection Period, through a remittance from the Reserve
Account pursuant to Section 2.01(d) hereof, and an increase in the Class
Principal Balance of the Class L Certificate, equal to such Additional Balance
Advance Amount, and (ii) for any day on and after the first day of the
Collection Period in which the commencement of the Rapid Amortization Period
occurs, and any Collection Period thereafter, through a remittance from the
Reserve Account pursuant to Section 2.01(d) hereof, and an increase in the
Class Principal Balance of the Class L Certificate in an amount equal to the
aggregate principal balance of Additional Balances on such day.


33






          (d)
Prior to the last day of each Collection Period preceding the commencement of the
Rapid Amortization Period, the Holder of the Class L Certificate shall purchase
the Additional Balance Advance Amount for the related Payment Date, if any, and
the Seller shall deliver to the Indenture Trustee and the Holder of the Class L
Certificates two Business Days prior to the following Servicer Remittance Date
an Advance Notice including the aggregate amount of the expected Additional
Balance Advance Amount for that date. Upon receipt of such notice and in any
event no later than two Business Days prior to the following Payment Date, the
Holder of the Class L Certificate shall make an advance to the Trust in the
amount specified in such Advance Notice by depositing such amount into the
Reserve Account. The Indenture Trustee shall cause such amount to be remitted
to the Seller on such following Payment Date. In addition, on and after the
first day of the Collection Period in which the commencement of the Rapid
Amortization Period occurs, the Holder of the Class L Certificate shall
purchase the right as Class L Certificateholder to receive distributions in
respect of Additional Balances that are transferred to the Trust (as such
Additional Balances are conveyed and in the amounts specified by the Servicer)
by depositing into the Reserve Account the amount of the Draws relating to such
Additional Balances, which amount shall be disbursed by the Indenture Trustee
to the Seller. The Class Principal Balance of the Class L Certificates will be
increased by the amount of any such Additional Balance Advance Amounts or
purchased Additional Balances, as applicable, as described in Section 2.01(c)
above. The sale of the Additional Balances from the Seller to the Purchaser and
from the Purchaser to the Trust shall be effective, regardless of whether the
Holder of the Class L Certificates deposits funds into the Reserve Account
pursuant to this Section 2.01(d). Any failure of the Holder of the Class L
Certificates to satisfy such obligations shall not affect the ownership of the
Trust to the Additional Balances or to any liability. The Holder of the Class L
Certificates indemnifies the Trust, the Indenture Trustee, the Seller and the
Insurer against any loss, liability or expense related to or arising from such
breach.


	
 

	
 

	
 


	
          (e)
  (i) In connection with such transfer, assignment, sale and conveyance by the
  Depositor will deliver or have delivered to, and deposit with, the Indenture
  Trustee (or its designee), on or before the Closing Date, the Mortgage Loan
  Schedule in computer readable format.


	
 

	
 


	
 

	
(ii) In
  connection with such transfer, assignment, sale and conveyance by the
  Depositor, the Depositor shall cause the Seller to deliver to and deposit
  with the Indenture Trustee (x) the Mortgage Note in respect of each Mortgage
  Loan and (y) the Related Documents within 90 days following the occurrence of
  the Closing Date. The Mortgage Note and the Related Documents shall be in the
  following form:


	
 

	
 

	
 


	
 

	
 

	
          (A)
  the original Mortgage Note, endorsed in blank, or a copy of such original
  Mortgage Note with an accompanying Lost Note Affidavit;


	
 

	
 

	
 


	
 

	
 

	
          (B)
  the original Assignment of Mortgage, from the Seller either in blank or to
  “Deutsche Bank National Trust Company, as Indenture Trustee for IndyMac Home
  Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1 under the Sale and
  Servicing Agreement dated March 14, 2007,” which assignment shall be in form
  and substance acceptable for recording;





34







	
 

	
 

	
 


	
 

	
 

	
          (C)
  the original Mortgage, with evidence of recording thereon, provided that if
  the original Mortgage has been delivered for recording to the appropriate
  public recording office of the jurisdiction in which the Mortgaged Property
  is located but has not yet been returned to the Seller by such recording
  office, the Seller shall deliver to the Indenture Trustee a certified true
  copy of such original Mortgage so certified by or on behalf of the Seller,
  together with a certificate by or on behalf of the Seller certifying that
  such original Mortgage has been so delivered to such recording office; in all
  such instances, the Seller shall deliver or cause to be delivered the
  original recorded Mortgage to the Indenture Trustee promptly upon receipt of
  the original recorded Mortgage;


	
 

	
 

	
 


	
 

	
 

	
          (D)
  intervening assignments, if any, with evidence of recording thereon, provided
  that if such intervening assignment has been delivered for recording to the
  appropriate public recording office of the jurisdiction in which the
  Mortgaged Property is located but has not yet been returned to the Seller by
  such recording office, the Seller shall deliver to the Indenture Trustee a
  certified true copy of such intervening assignment so certified by the
  Seller, together with a certificate by or on behalf of the Seller certifying
  that such intervening assignment has been so delivered to such recording
  office; in all such instances, the Seller shall deliver or cause to be
  delivered the original intervening assignment to the Indenture Trustee
  promptly upon receipt of the original intervening assignment; and


	
 

	
 

	
 


	
 

	
 

	
          (E)
  originals of all assumption and modification agreements, if any,





          provided,
however, that as to any Mortgage Loan, if as evidenced
by an Opinion of Counsel delivered to and in form and substance satisfactory to
the Indenture Trustee, the Insurer, and the Rating Agencies (x) an optical
image or other representation of the related document specified in clause
(e)(ii)(C) above is enforceable in the relevant jurisdictions to the same
extent as the original of such document and (y) such optical image or other
representation does not impair the ability of an owner of such Mortgage Loan to
transfer or perfect its interest in such Mortgage Loan, such optical image or
other representation may be delivered as required in clause (e)(ii).


          The
Seller and the Depositor each hereby confirms to the Indenture Trustee and the
Insurer that it has made the appropriate entries in its general accounting
records, to indicate that such Mortgage Loans have been sold to the Depositor
by the Seller, and sold by the Depositor to the Trust. The Servicer hereby
confirms to the Indenture Trustee and the Insurer that it has clearly and
unambiguously made appropriate entries in its general accounting records
indicating that such Mortgage Loans constitute part of the Trust and are
serviced by it on behalf of the Trust in accordance with the terms hereof.


          The
Seller shall deliver to the Indenture Trustee, as initial custodian and bailee
for the benefit of the Trust, the documents and instruments listed above in
this clause (e).


35






          The
Assignments of Mortgage will be held by the Indenture Trustee, subject to the
conditions provided below in clause (f).


          (f)
It is the express intent of the parties hereto that the conveyance of the
Mortgage Loans and the other property described above by the Depositor to the
Trust, as provided in this Agreement be, and be construed as, a sale of all of
the Depositor’s right, title and interest in the Mortgage Loans and the other
property described above by the Depositor to the Trust. It is, further, not the
intention of the parties that such conveyance be deemed a pledge of the
Mortgage Loans and the other property described above by the Depositor to the
Trust to secure a debt or other obligation of the Depositor. However, in the
event that, notwithstanding the intent of the parties, the Mortgage Loans and
the other property described above are held to be property of the Depositor, or
if for any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans and the other property described above, then,
(x) this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the UCC; and (y) the Depositor hereby grants to
the Trust a security interest in and to all of the Depositor’s right, title,
and interest, whether now owned or hereafter acquired, in and to the Conveyed
Assets.


          The
possession by the Indenture Trustee or its designee, of Mortgage Files,
including the Mortgage Notes and the Mortgages and such other goods, letters of
credit, advices of credit, instruments, money, documents, chattel paper
(tangible and electronic) or certificated securities in accordance with the
terms of this Agreement shall be deemed to be “possession by the secured party,”
or possession by a purchaser or a person designated by him or her, for purposes
of perfecting the security interest pursuant to the UCC (including, without
limitation, Sections 9-313, 8-313 or 8-321 thereof); and notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed to be notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents of, or persons holding for, the Indenture Trustee or its
designee, as applicable, for the purpose of perfecting such security interest
under applicable law. The Seller, the Servicer and the Depositor shall, to the
extent consistent with this Agreement, take such actions as may be necessary to
ensure that, if this Agreement were deemed to create a security interest in the
Mortgage Loans and the proceeds thereof, such security interest would be deemed
to be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of the Agreement. In connection
herewith, the Trust shall have all of the rights and remedies of a secured
party and creditor under the UCC. Notwithstanding the foregoing, in taking such
actions as may be necessary to ensure that, if this Agreement were deemed to
create a security interest in the Mortgage Loans and the proceeds thereof, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law, and maintaining such throughout the term of this
Agreement.


36






          (g)
On the Closing Date, the Indenture Trustee, will, for the benefit of
Noteholders and the Insurer, review each Mortgage Loan and the related Mortgage
File to ascertain that all required documents set forth in Section
2.01(e)(ii)(A) have been received and shall deliver to the Depositor, the
Servicer, and the Insurer an initial certification (the “Initial
Certification”) in the form annexed hereto as Exhibit J to the effect that
as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan prepaid in full or any specifically identified in such
certification as not covered by such certification), all of the applicable
documents specified in Section 2.01(e)(ii)(A) are in its possession. Within 90
days after the Closing Date, the Indenture Trustee, will, for the benefit of
Noteholders and the Insurer, review each Mortgage File to ascertain that all
required documents set forth in Section 2.01(e)(ii) have been received and appear
on their face to contain the requisite signatures by or on behalf of the
respective parties thereto, and shall deliver to the Depositor, the Servicer
and the Insurer an interim certification (the “Interim Certification”)
in the form annexed hereto as Exhibit K to the effect that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid
in full or any specifically identified in such certification as not covered by
such certification), (i) all of the applicable documents specified in Section
2.01(e) are in its possession and (ii) such documents have been reviewed by it
and appear to relate to such Mortgage Loan. The Indenture Trustee shall
determine whether such documents are executed and endorsed, but shall be under
no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that the same are valid,
binding, legally effective, properly endorsed, genuine, enforceable or
appropriate for the represented purpose or that they have actually been
recorded or are in recordable form or that they are other than what they
purport to be on their face. The Indenture Trustee shall not have any
responsibility for verifying the genuineness or the legal effectiveness of or
authority for any signatures of or on behalf of any party or endorser.


          (h)
If in the course of the review described in paragraph (g) above the Indenture
Trustee discovers any document or documents constituting a part of a Mortgage
File that is missing, does not appear regular on its face (i.e., is mutilated,
damaged, defaced, torn or otherwise physically altered) or appears to be
unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, as
applicable (each, a “Material Defect”), the Indenture Trustee, upon
discovering such Material Defect shall promptly identify the Mortgage Loan to
which such Material Defect relates in the Interim Certification delivered to
each of the Depositor and the Servicer and give notice thereof to the Seller.


          (i)
Within 180 days following the Closing Date, the Indenture Trustee shall deliver
to the Depositor, the Servicer and the Insurer a final certification (the “Final
Certification”) substantially in the form attached as Exhibit L evidencing
the completeness of the Mortgage Files in its possession or control, with any
exceptions noted thereto.


37






          (j)
Nothing in this Agreement shall be construed to constitute an assumption by the
Trust Estate, the Indenture Trustee, the Administrator, any Custodian or the
Noteholders of any unsatisfied duty, claim or other liability on any Mortgage
Loan or to any Mortgagor. The Indenture Trustee shall have no responsibility
for reviewing any Mortgage File except as expressly provided in this Section
2.01. In reviewing any Mortgage File pursuant to this Section, the Indenture
Trustee shall have no responsibility for determining whether any document is
valid and binding, whether the text of any assignment or endorsement is in
proper or recordable form (except, if not assigned to the Indenture Trustee or
endorsed in blank, to determine if the Indenture Trustee is the assignee or
endorsee), whether any document has been recorded in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction, whether any Person executing any
document is authorized to do so or whether any signature thereon is genuine,
but shall only be required to determine whether a document has been executed,
that it appears regular on its face and is related to such Mortgage Loan, and,
upon the return of such document from the county recorder’s office in
accordance with this section, that it purports to be recorded.


          (k)
The Indenture Trustee shall have the right, with the consent of the Insurer
(provided no Insurer Default has occurred and is continuing and any insured
class of certificates remains Outstanding), which consent shall not be
unreasonably withheld or delayed, to appoint a custodian that is not affiliated
with the Seller to act on its behalf with respect to its obligations under
Section 2.01(g) through (i).


          (l)
(i) Upon the occurrence of a Recordation Event, the Indenture Trustee shall
within 90 days of such Recordation Event submit, at the expense of the Seller,
to the appropriate recording offices Assignments of Mortgage to the Indenture
Trustee on behalf of the Trust, which may be blanket assignments if permitted
by applicable law, for the Mortgage Loans. In lieu of recording any such
Assignments of Mortgage, the Servicer may provide to the Indenture Trustee and
the Insurer an Opinion of Counsel in a form reasonably acceptable to the Owner
Trustee, Indenture Trustee and the Insurer, to the effect that recordation of
an Assignment of Mortgage in the state where the related Mortgaged Property is
located is not necessary to protect the interests of the Owner Trustee, the
Indenture Trustee or the Securityholders in the related Mortgage. In the event
that any such Assignment of Mortgage is lost or returned unrecorded because of
a defect therein, the Indenture Trustee shall promptly prepare, at the expense
of the Seller, a substitute Assignment of Mortgage or cure such defect, as the
case may be, and thereafter the Indenture Trustee shall, at the expense of the
Seller, submit each such Assignment of Mortgage for recording.


          (ii)
With respect to each MERS Mortgage Loan, the Servicer shall, at the expense of
the Depositor, take such actions as are necessary to cause the Indenture
Trustee to be clearly identified as the owner of each such Mortgage Loan on the
records of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS.


38







          Section
2.02 Acceptance by Indenture Trustee, Review of Documentation.


          (a)
The Indenture Trustee hereby acknowledges the issuance of the Policy by the
Insurer for the benefit of the Noteholders and the sale and assignment of the
Mortgage Loans, and, subject to the review provided for in Section 2.01, and
declares that, when delivered to the Indenture Trustee in accordance with
Section 2.01(e), the Indenture Trustee will hold the documents constituting the
Mortgage Files and that all amounts received by it under the Indenture in
trust, upon the terms herein set forth, for the use and benefit of all present
and future Noteholders and the Insurer.


          (b)
If the Seller is given notice under Section 2.01(h) and if the Seller does not
correct or cure the omission or defect within the 90-day period specified in
Section 2.01(h), the Seller shall purchase the Mortgage Loan from the Trust or
substitute an Eligible Substitute Mortgage Loan, as provided in Section 2.05,
for such Mortgage Loan. Any such purchase by the Seller shall be at the
Purchase Price and in each case shall be accomplished in the manner set forth
in Section 2.04. It is understood and agreed that the obligation of the Seller
to purchase any Mortgage Loan or substitute an Eligible Substitute Mortgage
Loan for such Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy against the Seller
respecting such defect or omission available to the Insurer, the Noteholders,
the Indenture Trustee or the Certificateholders.


          The
Servicer, promptly following the transfer of (i) a Mortgage Loan with a
Material Defect or (ii) an Eligible Substitute Mortgage Loan to the Indenture
Trustee pursuant to this Section and Section 2.05, as the case may be, shall
amend the Mortgage Loan Schedule and make appropriate entries in its general
account records to reflect such transfer and the addition of any Eligible
Substitute Mortgage Loan, if applicable.


          Section
2.03 Representations and Warranties Regarding the Seller, the Depositor and
the Servicer.


          (a)
The Seller, the Depositor and the Servicer each represents and warrants as to
itself to the parties hereto and the Insurer that, as of the Closing Date:


	
 

	
 


	
 

	
          (i)
  Each of the Seller, the Depositor and the Servicer is duly organized, validly
  existing and in good standing under the laws of its respective jurisdiction
  of organization and has the power and authority to own its assets and to
  transact the business in which it is currently engaged. Each of the Seller,
  the Depositor and the Servicer is duly qualified to do business and is in
  good standing in each jurisdiction in which the character of the business
  transacted by it or properties owned or leased by it requires such
  qualification and in which the failure so to qualify would have a material
  adverse effect on (a) its business, properties, assets or condition
  (financial or other), (b) its performance of its obligations under this
  Agreement, (c) the value or marketability of the Mortgage Loans or (d) the
  ability to foreclose on the related Mortgaged Properties;





39







	
 

	
 


	
 

	
          (ii)
  Each of the Seller, the Depositor and the Servicer has the power and
  authority to make, execute, deliver and perform this Agreement and to
  consummate all of the transactions contemplated under this Agreement, and has
  taken all necessary action to authorize the execution, delivery and
  performance of this Agreement. When executed and delivered, this Agreement
  will constitute its legal, valid and binding obligation enforceable in
  accordance with its terms, except as enforcement of such terms may be limited
  by bankruptcy, insolvency, reorganization, receivership, moratorium or
  similar laws affecting the enforcement of creditors’ rights generally and by
  the availability of equitable remedies;


	
 

	
 


	
 

	
          (iii)
  Each of the Seller, the Depositor and the Servicer holds all necessary
  licenses, certificates and permits from all government authorities necessary
  for conducting its business as it is presently conducted. Neither the Seller,
  the Depositor, nor the Servicer is required to obtain the consent of any
  other party or any consent, license, approval or authorization from, or
  registration or declaration with, any governmental authority, bureau or
  agency in connection with the execution, delivery, performance, validity or
  enforceability of this Agreement, except for such consents, licenses,
  approvals or authorizations, or registrations or declarations, as shall have
  been obtained or filed, as the case may be, prior to the Closing Date;


	
 

	
 


	
 

	
          (iv)
  The execution, delivery and performance of this Agreement by each of the
  Seller, the Depositor and the Servicer will not conflict with or result in a
  breach of, or constitute a default under, any provision of its charter
  documents, or constitute a material breach of or result in the creation or
  imposition of any lien, charge or encumbrance upon any of its properties
  pursuant to, any mortgage, indenture, contract or any other agreement to
  which it is a party or by which it may be bound;


	
 

	
 


	
 

	
          (v)
  No certificate of an officer, statement furnished in writing or report
  delivered pursuant to the terms hereof by the Seller, the Depositor or the
  Servicer contains any untrue statement of a material fact or omits to state
  any material fact necessary to make the certificate, statement or report not
  misleading;


	
 

	
 


	
 

	
          (vi)
  The transactions contemplated by this Agreement are in the ordinary course of
  the Seller’s, the Depositor’s and the Servicer’s business;


	
 

	
 


	
 

	
          (vii)
  None of the Seller, the Depositor nor the Servicer is insolvent, nor will the
  Seller, the Depositor or the Servicer be made insolvent by the transfer of
  the Mortgage Loans, nor are the Seller, the Depositor or the Servicer aware
  of any pending insolvency;





40







	
 

	
 


	
 

	
          (viii)
  None of the Seller, the Depositor or the Servicer is in violation of, and the
  execution and delivery of this Agreement by it and its performance and
  compliance with the terms of this Agreement will not constitute a violation
  with respect to, any provision of any existing law, any order or decree of
  any court or any order or regulation of any federal, state, municipal or
  governmental agency having jurisdiction over the Seller, the Depositor or the
  Servicer, which violation would materially and adversely affect the Seller’s,
  the Depositor’s or the Servicer’s ability to perform or meet any of their
  respective obligations under this Agreement;


	
 

	
 


	
 

	
          (ix)
  There are no actions or proceedings against, or investigations of it, pending
  or, to the best of its knowledge, threatened, before any court,
  administrative agency or other tribunal (A) that, if determined adversely,
  would prohibit the Seller, the Depositor or the Servicer from entering into
  this Agreement, (B) seeking to prevent the consummation of any of the
  transactions contemplated by this Agreement or (C) that, if determined
  adversely, would prohibit or materially and adversely affect the Seller’s,
  the Depositor’s and the Servicer’s performance of any of their respective
  obligations under, or the validity or enforceability of, this Agreement; 


	
 

	
 


	
 

	
          (x)
  The Servicer represents and warrants that the collection practices used by
  the Servicer with respect to the Mortgage Loans have been, in all material
  respects, legal, proper, prudent and customary in the home equity mortgage
  servicing business and in accordance with Accepted Servicing Practices; 


	
 

	
 


	
 

	
          (xi)
  The Servicer represents and warrants that it believes that the Servicing Fee
  Rate provides a reasonable level of base compensation to the Servicer for
  servicing the Mortgage Loans on the terms set forth herein;


	
 

	
 


	
 

	
          (xii)
  The Seller represents and warrants that it did not sell the Mortgage Loans to
  the Depositor, and the Depositor represents and warrants that it did not sell
  the Mortgage Loans to the Trust, in each case, with any intent to hinder,
  delay or defraud any of its creditors; and neither the Seller nor the
  Depositor will be rendered insolvent as a result of their sales under the
  Mortgage Loan Purchase Agreement and this Agreement, as applicable;


	
 

	
 


	
 

	
          (xiii)
  The Seller and the Depositor each represents and warrants that it acquired
  title to the Mortgage Loans in good faith, without notice of any adverse
  claim;


	
 

	
 


	
 

	
          (xiv)
  The Seller and the Depositor each represents and warrants that the transfer,
  assignment and conveyance of the Mortgage Notes and the Mortgages by the
  Seller and the Depositor pursuant to the Mortgage Loan Purchase Agreement and
  this Agreement are not subject to the bulk transfer laws or any similar
  statutory provisions in effect in any applicable jurisdiction;





41







	
 

	
 


	
 

	
          (xv)
  The Seller represents, warrants and covenants that so long as the Notes remain
  outstanding, this Agreement shall be treated as an official record of the
  Seller within the meaning of Section 13(e) of the Federal Deposit Insurance
  Act (12 U.S.C. Section 1823(e));


	
 

	
 


	
 

	
          (xvi)
  The Seller and the Depositor each represents and warrants that it has caused
  the filing of all appropriate financing statements in the proper filing
  office in the appropriate jurisdictions under applicable law in order to
  perfect the security interest in the Mortgage Loans sold to the Depositor and
  transferred to the Indenture Trustee on behalf of the Trust, respectively,
  pursuant to the Mortgage Loan Purchase Agreement and this Agreement;


	
 

	
 


	
 

	
          (xvii)
  This Agreement creates a valid and continuing security interest (as defined
  in the applicable Uniform Commercial Code) in the Mortgage Loans in favor of
  the Noteholders and the Certificateholders, which security interest is prior
  to all other liens, and is enforceable as such as against creditors of and
  purchasers from the Seller;


	
 

	
 


	
 

	
          (xviii)
  Each of the Seller and the Depositor has caused or will have caused, within
  ten days, the filing of all appropriate financing statements in the proper
  filing office in the appropriate jurisdictions under applicable law in order
  to perfect the security interest in the Mortgage Loans granted to the
  Depositor and the Indenture Trustee, respectively, under the Mortgage Loan
  Purchase Agreement and hereunder; and





          (b)
The representations and warranties set forth in Section 2.03(a) shall survive
the sale and assignment of the Mortgage Loans to the Trust. Upon discovery of a
breach of any representations and warranties which materially and adversely
affect the interests of the Indenture Trustee, the Noteholders, the
Certificateholders, the Depositor or the Insurer, the Person discovering such
breach shall give prompt written notice to the other parties and to the
Insurer. Within 60 days of its discovery or its receipt of notice of breach,
or, with the prior written consent of the Insurer, such longer period specified
in such consent, the Seller, the Depositor or the Servicer, as appropriate,
shall cure such breach in all material respects.


          Section
2.04 Representations and Warranties of the Seller Regarding the Mortgage
Loans. 


          (a)
The Seller hereby represents and warrants to the Depositor and the Insurer, and
the Depositor hereby assigns its rights with respect to such representations
and warranties to the Trust, the Indenture Trustee on behalf of the Noteholders
and the Certificateholders and the Insurer as follows as of the Closing Date,
and with respect to each Eligible Substitute Mortgage Loan, as of the date of
such substitution (and to the extent expressly stated therein as of such other
time):


42







	
 

	
 


	
 

	
          (i)
The information with respect to each Mortgage Loan set forth in the Mortgage Loan Schedule is complete, true and correct in all
material respects as of the Closing Date;


	
 

	
 


	
 

	
          (ii)  As of the Closing Date, for each Mortgage
  Loan, the related Mortgage File contains the documents and instruments
  referred to in Section 2.01(e)(ii);


	
 

	
 


	
 

	
          (iii)
  Each Mortgaged Property relating to a Mortgage Loan is improved by a
  residential dwelling, which does not include cooperatives or mobile homes and
  does not constitute other than real property under state law;


	
 

	
 


	
 

	
          (iv)
  Each Mortgage Loan is being serviced by the Servicer or one or more
  Subservicers according to Accepted Servicing Practices;


	
 

	
 


	
 

	
          (v)
  Each Mortgage Note provides for (a) Monthly Payments which are at least equal
  to accrued interest during such Accrual Period and (b) at the maturity of the
  related Mortgage Loan, payment in full of the principal balance of such
  Mortgage Note;


	
 

	
 


	
 

	
          (vi)
  The Mortgage Notes related to Mortgage Loans bear a variable Loan Rate and
  there is only one original of each such Mortgage Note;


	
 

	
 


	
 

	
          (vii)
  Each Mortgage is a valid and subsisting first or second lien of record on the
  Mortgaged Property subject, in the case of any second Mortgage Loan, only to
  a Senior Lien or Senior Liens on such Mortgaged Property and subject in all
  cases to the exceptions to title set forth in the title insurance policy, if
  any, with respect to the related Mortgage Loan, which exceptions are
  generally acceptable to second mortgage lending companies (or first mortgage
  lending companies in the case of first lien Mortgage Loans), and such other
  exceptions to which similar properties are commonly subject and which do not
  individually, or in the aggregate, materially and adversely affect the
  benefits of the security intended to be provided by such Mortgage;


	
 

	
 


	
 

	
          (viii)
  No Mortgage Note and related Mortgage has been assigned or pledged and
  immediately prior to the transfer and assignment contemplated in the Mortgage
  Loan Purchase Agreement, the Seller held good, marketable and indefeasible
  title to, and was the sole owner and holder of, each Mortgage Loan subject to
  no Liens; the Seller has full right and authority under all governmental and
  regulatory bodies having jurisdiction over the Seller, subject to no interest
  or participation of, or agreement with, any party, to sell and assign the
  same pursuant to the Mortgage Loan Purchase Agreement; and immediately upon
  the transfer and assignment therein contemplated, the Seller shall have
  transferred all of its right, title and interest in and to each Mortgage Loan
  to the Purchaser (or its assignee) and the Purchaser (or its assignee) will
  hold good, equitable, and when recorded, marketable title to, and be the sole
  owner of, each Mortgage Loan subject to no Liens; without limiting the
  generality of the foregoing, the Seller has taken all steps





43







	
 

	
 


	
 

	
necessary to
  effect the release of each Mortgage Loan from any lien thereon held by a
  Federal Home Loan Bank;


	
 

	
 


	
 

	
          (ix)
  None of the Mortgage Loans is subject to a bankruptcy proceeding;


	
 

	
 


	
 

	
          (x)
  As of the Cut-off Date, none of the Mortgage Loans was more than 30 days
  Delinquent;


	
 

	
 


	
 

	
          (xi)
  No Mortgage Loan is subject to any right of rescission, set off, counterclaim
  or defense, including the defense of usury, nor will the operation of any of
  the terms of any Mortgage Note or Mortgage, or the exercise of any right
  thereunder, render either the Mortgage Note or the Mortgage unenforceable in
  whole or in part, or subject to any right of rescission, set off,
  counterclaim or defense, including the defense of usury, and no such right of
  rescission, set off, counterclaim or defense has been asserted with respect
  thereto;


	
 

	
 


	
 

	
          (xii)
  There is no mechanics’ lien or claim for work, labor or material affecting
  any Mortgaged Property which is or may be a lien prior to, or equal or
  coordinate with, the lien of the related Mortgage, and no rights are
  outstanding that under law could give rise to such a lien except those which
  are insured against by the title insurance policy;


	
 

	
 


	
 

	
          (xiii)
  (a) Each Mortgage Loan at the time it was made complied with, and each
  Mortgage Loan at all times was serviced in compliance with, in each case, in
  all material respects, applicable state, local and federal laws and
  regulations, including, without limitation, usury, equal credit opportunity,
  consumer credit, applicable predatory and abusive lending laws, truth in
  lending and disclosure laws and (b) no Mortgage Loan is classified as (1) a
  “high cost” loan under the Home Ownership and Equity Protection Act of 1994
  or (2) a “high cost,” “threshold,” “covered,” “predatory” or similar loan
  under any other applicable state, federal or local law which applies to
  mortgage loans originated by a state-chartered bank or any state or local
  law, rule or regulation applicable to the Mortgage Loans (or a similar
  classified loan using different terminology under a law imposing heightened
  regulatory scrutiny or additional legal liability for residential mortgage
  loans having high interest rates, points and/or fees);


	
 

	
 


	
 

	
          (xiv)
  (a) No Mortgage Loan is a “High Cost Loan” or “Covered Loan,” as applicable
  (as such terms are defined in Standard & Poor’s LEVELS®
  Version 5.7 Glossary Revised, Appendix E), (b) no Mortgage Loan originated on
  or after October 1, 2002 through March 6, 2003 is governed by the Georgia
  Fair Lending Act and (c) no Mortgage Loan originated in the State of Illinois
  is governed by the Illinois Interest Act (815 ILCS 205);





44







	
 

	
 


	
 

	
          (xv)
  The improvements upon each Mortgaged Property relating to Mortgage Loans are
  covered by a valid and existing hazard insurance policy with a generally
  acceptable carrier that provides for fire and extended coverage representing
  coverage described in Sections 3.04 and 3.05.


	
 

	
 


	
 

	
          (xvi)
  A flood insurance policy is in effect with respect to each Mortgaged Property
  with a generally acceptable carrier in an amount representing coverage
  described in Sections 3.04 or 3.05, if and to the extent required by Sections
  3.04 or 3.05;


	
 

	
 


	
 

	
          (xvii)
  Each Mortgage and Mortgage Note is the legal, valid and binding obligation of
  the related Mortgagor and is enforceable in accordance with its terms, except
  only as such enforcement may be limited by bankruptcy, insolvency,
  reorganization, moratorium or other similar laws affecting the enforcement of
  creditors’ rights generally and by general principles of equity (whether
  considered in a proceeding or action in equity or at law), and all parties to
  each Mortgage Loan and the Mortgagee had full legal capacity to execute all
  Mortgage Loan documents and to convey the estate therein purported to be
  conveyed. To the best of the Seller’s knowledge, there was no fraud involved
  in the origination of any Mortgage Loan by the mortgagee or by the Mortgagor,
  any appraiser or any other party involved in the origination of the Mortgage
  Loan;


	
 

	
 


	
 

	
          (xviii)
  As of the Closing Date, approximately 93.06%% of the Mortgage Loans (measured
  by the Cut-off Date Pool Balance) are secured by Mortgaged Properties that
  are owner-occupied residences, based on representations by the related
  Mortgagors made by such Mortgagors at origination.


	
 

	
 


	
 

	
          (xix)
  The terms of the Mortgage Note and the Mortgage have not been impaired,
  altered or modified in any material respect, except by a written instrument
  which has been recorded or is in the process of being recorded and which has been
  or will be held by the Seller or delivered to the Indenture Trustee in
  accordance with the provisions of this Agreement. The substance of any such
  alteration or modification is reflected on the related Mortgage Loan Schedule
  and was approved, if required, by the related primary mortgage guaranty
  insurer, if any. Each original Mortgage was recorded, and all subsequent
  assignments of the original Mortgage have been recorded in the appropriate
  jurisdictions wherein such recordation is necessary to perfect the lien
  thereof as against creditors of the Seller, or are in the process of being
  recorded;


	
 

	
 


	
 

	
          (xx)
  As of the Closing Date, no Mortgage has been satisfied, cancelled or
  subordinated, in whole, or rescinded, and no instrument of release or waiver
  has been executed in connection with any Mortgage Loan, and no Mortgage has
  been released in whole or in part, in either case, that would have a material
  adverse affect on the related Mortgage Loan;





45







	
 

	
 


	
 

	
          (xxi)
  There is no proceeding pending or threatened for the total or partial
  condemnation of any Mortgaged Property, nor is such a proceeding currently
  occurring, and as of the Cut-off Date and the Closing Date, each Mortgaged
  Property is in good repair and is free of damage by waste, fire, earthquake
  or earth movement, flood, tornado, hurricane or other casualty that would
  affect adversely the value of the Mortgaged Property as security for the
  related Mortgage Loan or the use for which the premises were intended;


	
 

	
 


	
 

	
          (xxii)
  All of the improvements which were included for the purpose of determining
  the Appraised Value of the Mortgaged Property lie wholly within the
  boundaries and building restriction lines of such property, and no
  improvements on adjoining properties encroach upon the Mortgaged Property;


	
 

	
 


	
 

	
          (xxiii)
  No improvement located on or being part of the Mortgaged Property is in
  violation of any applicable zoning law or regulation and all inspections,
  licenses and certificates required to be made or issued with respect to all
  occupied portions of the Mortgaged Property, including but not limited to
  certificates of occupancy and fire underwriting certificates, have been made
  or obtained from the appropriate authorities;


	
 

	
 


	
 

	
          (xxiv)
  All costs, fees and expenses incurred in making or closing or recording the
  Mortgage Loans were paid, and no Mortgagor is entitled to any refund of any
  such amount paid or due under the related Mortgage or Mortgage Note;


	
 

	
 


	
 

	
          (xxv)
  No Mortgage Note is or was secured by any collateral, pledged account or
  other security except the lien of the corresponding Mortgage;


	
 

	
 


	
 

	
          (xxvi)
  There is no obligation on the part of the Seller or any other party to make
  payments in addition to those made by the Mortgagor;


	
 

	
 


	
 

	
          (xxvii)
  With respect to each Mortgage constituting a deed of trust, a trustee, duly
  qualified under applicable law to serve as such, has been properly designated
  and currently so serves and is named in such Mortgage, and no fees or
  expenses are or will become payable by the Trust, the Indenture Trustee or
  the Noteholders to the Indenture Trustee under the deed of trust, except in
  connection with a trustee’s sale after default by the Mortgagor;


	
 

	
 


	
 

	
          (xxviii)
  No Mortgage Loan has a shared appreciation feature, or other contingent
  interest feature;


	
 

	
 


	
 

	
          (xxix)
  There is no delinquent tax or assessment lien or judgment on any Mortgaged
  Property;





46







	
 

	
 


	
 

	
          (xxx)
  Each Mortgage contains customary and enforceable provisions which, subject to
  clause (xvii) above, render the rights and remedies of the holder thereof
  adequate for the realization against the related Mortgaged Property of the
  benefits of the security, including (A) in the case of a Mortgage designated
  as a deed of trust, by trustee’s sale and (B) otherwise by judicial or
  non-judicial foreclosure, as applicable in the relevant jurisdiction;


	
 

	
 


	
 

	
          (xxxi)
  Each Mortgage contains a customary provision for the acceleration of the
  payment of the unpaid principal balance of the Mortgage Loan in the event the
  related security for the Mortgage Loan is sold without the prior consent of
  the mortgagee thereunder;


	
 

	
 


	
 

	
          (xxxii)
  There is no default, breach, violation or event of acceleration existing
  under any Mortgage or the related Mortgage Note and no event which, with the
  passage of time or with notice and the expiration of any grace or cure
  period, would constitute a default, breach, violation or event of
  acceleration; and the Seller has not waived any default, breach, violation or
  event of acceleration;


	
 

	
 


	
 

	
          (xxxiii)
  All parties to the Mortgage Note and the Mortgage had legal capacity to
  execute the Mortgage Note and the Mortgage and each Mortgage Note and
  Mortgage have been duly and properly executed by such parties;


	
 

	
 


	
 

	
          (xxxiv)
  All of the Mortgage Loans were originated in all material respects in
  accordance with the applicable Originator’s underwriting criteria in effect
  at the time of origination;


	
 

	
 


	
 

	
          (xxxv)
  The Mortgage Loans were not selected by the Seller for inclusion in the Trust
  on any basis intended to adversely affect the Trust, the Noteholders the
  Certificateholders or the Insurer; and each Mortgage Note and Mortgage is in
  substantially one of the forms attached as Exhibit E and Exhibit F;


	
 

	
 


	
 

	
          (xxxvi)
  As of the Cut-off Date, none of the Mortgage Loans were secured by Mortgaged
  Properties that had a Combined Loan to Value Ratio of more than 100%;


	
 

	
 


	
 

	
          (xxxvii)
  Each Mortgage Loan was originated by the Originator listed on the Mortgage
  Loan Schedule and was acquired in the ordinary course of business by the
  Seller;


	
 

	
 


	
 

	
          (xxxviii)
  As of the Closing Date, the Seller has not received a notice of default of a
  Senior Lien which has not been cured;





47







	
 

	
 


	
 

	
          (xxxix)
  Each of the documents and instruments included in a Mortgage File referred to
  in Section 2.01(e)(ii)(A) and (C) through (D) is, and at such time as
  Assignments of Mortgage are required to have been prepared, such Assignments
  of Mortgage will have been, duly executed and in due and proper form and each
  such document or instrument is or will be in a form generally acceptable to
  prudent institutional mortgage lenders that regularly originate or purchase
  mortgage loans similar to the Mortgage Loans;


	
 

	
 


	
 

	
          (xl)
  The Conveyed Assets constitute either “instruments” or “general intangibles”
  within the meaning of the New York UCC;


	
 

	
 


	
 

	
          (xli)
  All consents and approvals required by the terms of each Mortgage Loan to the
  sale of such Mortgage Loan to the Purchaser under the Mortgage Loan Purchase
  Agreement have been obtained;


	
 

	
 


	
 

	
          (xlii)
  Other than the security interest granted by the Seller to the Purchaser
  pursuant to the Mortgage Loan Purchase Agreement and other than any security
  interest which shall have been released immediately prior to the consummation
  of the transactions contemplated hereby, the Seller has not pledged,
  assigned, released, sold, granted a security interest in, or otherwise
  conveyed any of the Mortgage Loans. The Seller has not authorized the filing
  of and is not aware of any financing statements against the Seller that
  include a description of collateral covering the Mortgage Loans other than
  any financing statement relating to the security interest granted to the
  Purchaser under the Mortgage Loan Purchase Agreement. The Seller is not aware
  of any judgment or tax lien filings against the Seller;


	
 

	
 


	
 

	
          (xliii)
  The Servicer has in its possession all original copies of the Mortgage Notes
  that constitute or evidence the Mortgage Loans. The Mortgage Notes that
  constitute or evidence the Mortgage Loans do not have any marks or notations
  indicating that they have been pledged, assigned or otherwise conveyed to any
  Person other than the Purchaser. All financing statements filed or to be
  filed in favor of the Purchaser in connection herewith describing the
  Mortgage Loans contain a statement to the following effect: “A purchase of or
  security interest in any collateral described in this financing statement
  will violate the rights of the Indenture Trustee;”


	
 

	
 


	
 

	
          (xliv)
  As of the Closing Date, no Mortgage Loans are subject to assumption or
  modification agreements that are not included in the related Mortgage File;


	
 

	
 


	
 

	
          (xlv)
  Each Mortgage Loan contains an appraisal conforming to the standards of the
  applicable Originator as described on Exhibit O to this Agreement; 


	
 

	
 


	
 

	
          (xlvi)
  No Mortgage Loan contains “subsidized buydown,” graduated payment or
  convertible loan features; 





48







	
 

	
 


	
 

	
          (xlvii)
  Each Mortgage Loan constitutes a “qualified mortgage” within the meaning of
  Section 860G(a)(3) of the Code; and


	
 

	
 


	
 

	
          (xlviii)
  None of the Mortgaged Properties securing the Mortgage Loans is subject to
  any material damage by waste, fire, earthquake, windstorm, flood or other
  casualty which is not fully insured by a hazard insurance policy issued by an
  insurer acceptable under the Fannie Mae guidelines. Such hazard insurance
  policy is in full force and effect and contains a standard mortgagee clause
  naming the originator and its successors and assigns as loss payee and all
  premiums due thereon have been paid.





          It
is understood and agreed that each of the foregoing representations and
warranties of the Seller may not be waived and shall survive the issuance of
the Notes.


          (b)
With respect to the representations and warranties set forth in this Section
that are made to the best of the Seller’s knowledge or as to which the Seller
has no knowledge, if it is discovered by the Seller, the Depositor, the
Servicer, the Owner Trustee, the Insurer or the Indenture Trustee (in the case
of the Indenture Trustee, upon a Responsible Officer of the Indenture Trustee
obtaining actual knowledge) that the substance of such representation and
warranty is inaccurate and such inaccuracy materially and adversely affects the
value of the related Mortgage Loan then, notwithstanding the Seller’s lack of
knowledge with respect to the substance of such representation and warranty
being inaccurate at the time the representation or warranty was made, such
inaccuracy shall be deemed a breach of the applicable representation or
warranty.


          (c)
It is understood and agreed that the representations and warranties set forth
in this Section shall survive the transfer of the Mortgage Loans to the Trust
and the termination of the rights and obligations of the Servicer pursuant to
Section 6.04 or 7.01 herein. Upon discovery by the Seller, the Depositor, the
Servicer, the Owner Trustee, the Insurer or the Indenture Trustee (in the case
of the Indenture Trustee, upon a Responsible Officer of the Indenture Trustee
obtaining actual knowledge) of a breach of any of the foregoing representations
and warranties, which materially and adversely affects the value of the related
Mortgage Loan or the interests of the Trust, the Noteholders, the
Certificateholders or the Insurer in the related Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties
and the Insurer. Any breach of the representations and warranties in Section
2.03(a)(xiii) and (xiv) shall be deemed to affect materially and adversely the
value of the related Mortgage Loan or the interests of the Trust, the
Noteholders, the Certificateholders or the Insurer in the related Mortgage
Loan. Within 90 days of its discovery or its receipt of notice of breach, the
Seller shall use all reasonable efforts to cure such breach in all material
respects and if such breach is not cured by the end of such 90-day period, the
Seller shall purchase such Mortgage Loan from the Trust or substitute an
Eligible Substitute Mortgage Loan for such Mortgage Loan on the Determination
Date in the month following the month in which such 90-day period expired at
the Purchase Price of such Mortgage Loan or, in the case of a substitution, in
accordance with Section 2.05. The Purchase Price and any Substitution
Adjustments for the purchased Mortgage Loan shall be remitted to the Servicer
for deposit in the Collection Account on the Determination Date immediately
following such 90-day period, as certified by the Seller to the Indenture


49






Trustee;
provided that the Servicer shall remit to the Indenture Trustee, who shall then
remit to the Insurer, the portion of the amount, if any, of the Purchase Price
referred to in clause (b) of the definition thereof to the extent such amount
is incurred by or imposed on the Insurer. It is understood and agreed that the
obligation of the Seller to purchase any Mortgage Loan or substitute an Eligible
Substitute Mortgage Loan for such Mortgage Loan as to which a material defect
in or omission of a constituent document exists shall constitute the sole
remedy against the Seller respecting such defect or omission available to the
Insurer, the Noteholders, the Indenture Trustee or the Certificateholders.


          The
Servicer, promptly following the transfer of (i) a Defective Mortgage Loan from
or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this
Section and Section 2.05, as the case may be, shall amend the Mortgage Loan
Schedule through a Supplemental Mortgage Loan Schedule and make appropriate
entries in its general account records to reflect such transfer and the
addition of any Eligible Substitute Mortgage Loan, if applicable. It is
understood and agreed that the obligation of the Seller to cure, substitute or
purchase any Mortgage Loan as to which a breach has occurred and is continuing
shall constitute the sole remedy against the Seller respecting such breach
available to the Noteholders, the Insurer and the Indenture Trustee on behalf
of the Noteholders and the Certificateholders in respect of their respective
interests in the Trust.


          (d)
Upon discovery by the Seller, the Depositor, the Servicer, the Owner Trustee,
the Insurer or the Indenture Trustee (in the case of the Indenture Trustee,
upon a Responsible Officer of the Indenture Trustee obtaining actual knowledge)
that any Mortgage Loan does not constitute a “qualified mortgage” within the
meaning of Section 860G(A)(3) of the Code, the party discovering such breach
shall give prompt written notice to the other parties and the Insurer. In
connection therewith, the Indenture Trustee shall require the Seller, at the
Seller’s option, to either (i) substitute, if the conditions in Section 2.05
with respect to substitutions are satisfied, an Eligible Substitute Mortgage
Loan for the affected Mortgage Loan, or (ii) repurchase the affected Mortgage
Loan within ninety (90) days of such discovery in the same manner as it would a
Mortgage Loan for a breach of representation or warranty made pursuant to
Section 2.04. The Indenture Trustee shall reconvey to the Seller the Mortgage
Loan to be released pursuant hereto in the same manner, and on the same terms,
as it would a Mortgage Loan repurchased for breach of a representation or
warranty contained in Section 2.04. 


          Section
2.05 Substitution of Mortgage Loans.


          (a)
On a Determination Date which is on or before the date on which the Seller
would otherwise be required to repurchase a Mortgage Loan under Section 2.02 or
2.04, the Seller may deliver to the Trust one or more Eligible Substitute
Mortgage Loans in substitution for any one or more of the Defective Mortgage
Loans which the Seller would otherwise be required to repurchase pursuant to
Sections 2.02 or 2.04, provided that no substitution pursuant to Section 2.02
or 2.04 shall be made more than two years after the Closing Date unless the
Seller delivers to the Indenture Trustee and the Insurer (so long as the Notes
are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer) an Opinion of Counsel, which Opinion of Counsel shall not be at the
expense of either the Indenture Trustee or the Trust Fund,


50







addressed to
the Indenture Trustee and the Insurer (so long as the Notes are Outstanding or
any Reimbursement Amounts remain due and owing to the Insurer), to the effect
that such substitution will not (i) result in the imposition of the tax on
“prohibited transactions” on the Trust Fund or contributions after the Startup
Date, as defined in Sections 860F(a)(2) and 860G(D) of the Code, respectively,
or (ii) cause any REMIC created under the Trust Agreement to fail to qualify as
a REMIC at any time that any Notes are outstanding. A substitution pursuant to
Section 2.02 or 2.04 that is made within two years after the Closing Date to
replace a “defective obligation” within the meaning of Section 860G(a)(4) of
the Code shall not require the Seller to deliver to the Indenture Trustee an
Opinion of Counsel. In connection with any such substitution, the Seller shall
calculate the Substitution Adjustment, if any, and shall deposit such amount to
the Collection Account by 12:00 p.m. New York City time on the third Business
Day prior to the Payment Date in the month succeeding the calendar month in
which the related cure period expired. 


          (b)
The Seller shall notify the Servicer, the Insurer and the Indenture Trustee in
writing not less than five Business Days before the related Determination Date
which is on or before the date on which the Seller would otherwise be required
to repurchase such Mortgage Loan pursuant to Section 2.02 or 2.04 of its
intention to effect a substitution under this Section 2.05. On such
Determination Date (the “Substitution Date”), the Seller shall deliver
to the Insurer, the Servicer, the Depositor and the Indenture Trustee (1) a
list of the Eligible Substitute Mortgage Loans to be substituted for the
Defective Mortgage Loans, (2) a list of the Defective Mortgage Loans to be
substituted for by such Eligible Substitute Mortgage Loans, (3) if such
substitution is more than two years after the Closing Date, an Opinion of
Counsel that the substitution of the Eligible Substitute Mortgage Loans will
not (A) result in the imposition of the tax on “prohibited transactions” on the
Trust or (B) cause any REMIC created under the Trust Agreement to fail to
qualify as a REMIC at any time the Notes are outstanding, (4) an Officer’s
Certificate (A) stating that no Event of Servicer Termination shall have
occurred and be continuing, (B) stating that all conditions precedent to such
substitution specified in subsection (a) have been satisfied and attaching as
an exhibit a supplemental Mortgage Loan schedule (the “Supplemental Mortgage
Loan Schedule”) setting forth the same type of information as appears on
the Mortgage Loan Schedule and representing as to the accuracy thereof and (C)
confirming that the representations and warranties contained in Section 2.04
are true and correct in all material respects with respect to the Eligible
Substitute Mortgage Loans on and as of such Determination Date, provided that
remedies for the inaccuracy of such representations are limited as set forth in
Sections 2.02, 2.04 and this Section 2.05 and (5) a certificate stating that
cash in the amount of the related Substitution Adjustment, if any, has been
deposited to the Collection Account; provided that the Servicer shall remit to
the Indenture Trustee, who shall then remit to the Insurer, the portion of the
amount, if any, of the Substitution Adjustment referred to in clause (d) of the
definition thereof to the extent such amount is incurred by the Insurer. Upon
receipt of the foregoing, the Indenture Trustee shall release such Defective
Mortgage Loan to the Trust and the Trust shall release such Defective Mortgage
Loans to the Seller without recourse, representation or warranty. 


51






          (c)
Concurrently with the satisfaction of the conditions set forth in Sections 2.05(a)
above and the transfer of such Eligible Substitute Mortgage Loans to the
Indenture Trustee pursuant to Section 2.05(a), Exhibit A to this Agreement
shall be deemed to be amended to exclude all Mortgage Loans being replaced by
such Eligible Substitute Mortgage Loans and to include the information set
forth on the Supplemental Mortgage Loan Schedule with respect to such Eligible
Substitute Mortgage Loans, and all references in this Agreement to Mortgage
Loans shall include such Eligible Substitute Mortgage Loans and be deemed to be
made on or after the related substitution date, as the case may be, as to such
Eligible Substitute Mortgage Loans. 


          (d)
As to any Eligible Substitute Mortgage Loan or Loans, the Seller shall cause to
be delivered to the Indenture Trustee with respect to such Eligible Substitute
Mortgage Loan or Loans such documents and agreements as are required to be held
by the Indenture Trustee in accordance with Section 2.01. For any Collection
Period during which the Seller purchases one or more Defective Mortgage Loans,
the Servicer shall determine the amount that shall be deposited by the Seller
in the Collection Account at the time of substitution. Any amounts received in
respect of the Eligible Substitute Mortgage Loan during the Collection Period
in which the circumstances giving rise to such substitution occur shall not be
a part of the Trust and shall not be deposited by the Servicer in the
Collection Account. All amounts received by the Servicer during the Collection
Period in which the circumstances giving rise to such substitution occur in
respect of any Defective Mortgage Loan so removed by the Indenture Trustee
shall be deposited by the Servicer in the Collection Account. Upon such
substitution, the Eligible Substitute Mortgage Loan shall be subject to the
terms of this Agreement in all respects, and the Seller shall be deemed to have
made with respect to such Eligible Substitute Mortgage Loan, as of the date of
substitution, the covenants, representations and warranties set forth in
Section 2.04. The procedures applied by the Seller in selecting each Eligible
Substitute Mortgage Loan shall not be materially adverse to the interests of
the Indenture Trustee, the Noteholders, the Certificateholders or the Insurer. 


          Section
2.06 Tax Treatment. The Trust 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. 


52






          Section
2.07 Representations, Warranties and Covenants of the Depositor. 


          (a)
The Depositor represents and warrants to the Depositor, the Trust and the Indenture
Trustee on behalf of the Noteholders, the Certificateholders and the Insurer as
follows: 


	
 

	
 


	
 

	
          (i)
  This Agreement constitutes a legal, valid and binding obligation of the
  Depositor, enforceable against the Depositor in accordance with its terms,
  except as enforceability may be limited by applicable bankruptcy, insolvency,
  reorganization moratorium or other similar laws now or hereafter in effect
  affecting the enforcement of creditors’ rights in general and except as such
  enforceability may be limited by general principles of equity (whether
  considered in a proceeding at law or in equity); 


	
 

	
 


	
 

	
          (ii)
  Immediately prior to the transfer by the Depositor to the Trust of each
  Mortgage Loan, the Depositor had good and equitable title to each Mortgage
  Loan (insofar as such title was conveyed to it by the Depositor) acquired in
  good faith and subject to no prior lien, claim, participation interest,
  mortgage, security interest, pledge, charge or other encumbrance or other
  interest of any nature; 


	
 

	
 


	
 

	
          (iii)
  As of the Closing Date, the Depositor has transferred all right, title and
  interest in the Mortgage Loans to the Trust; 


	
 

	
 


	
 

	
          (iv)
  The Depositor has not transferred the Mortgage Loans to the Trust with any
  intent to hinder, delay or defraud any of its creditors; 


	
 

	
 


	
 

	
          (v)
  The Depositor has been duly organized and is validly existing as a
  corporation in good standing under the laws of Delaware, with full power and
  authority to own its assets and conduct its business as presently being
  conducted and the Depositor will not change its jurisdiction of organizations
  without prior notice to the Rating Agencies, the Servicer, the Indenture
  Trustee and the Insurer; 


	
 

	
 


	
 

	
          (vi)
  Other than the security interest granted to the Indenture Trustee hereunder,
  the Depositor has not pledged, assigned, sold, granted a security interest
  in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not
  authorized the filing of and is not aware of any financing statements against
  the Depositor that include a description of collateral covering the Mortgage
  Loans other than any financing statement relating to the security interest
  granted to the Indenture Trustee hereunder or that has been terminated. The
  Depositor is not aware of any judgment or tax lien filings against the
  Depositor; 


	
 

	
 


	
 

	
          (vii)
  The transfer, assignment and conveyance of the Mortgage Notes and the
  Mortgages by the Depositor pursuant to this Agreement are not subject to the
  bulk transfer laws or any similar statutory provisions in effect in any
  applicable jurisdiction; and 





53







	
 

	
 


	
 

	
          (viii)
  The Depositor represents and warrants that it has caused the filing of all
  appropriate financing statements in the proper filing office in the appropriate
  jurisdictions under applicable law in order to perfect the security interest
  in the Mortgage Loans transferred to the Indenture Trustee on behalf of the
  Trust, pursuant to this Agreement. 





          It
is understood and agreed that the representations and warranties set forth in
(i) through (viii) above shall survive the transfer of the Mortgage Loans to
the Trust. 


          (b)
The Depositor represents and covenants to the parties hereto and the Insurer
that: 


	
 

	
 


	
 

	
          (i)
  Other than the security interest granted by the Depositor to the Trust under
  this Agreement, the Depositor has not pledged, assigned, sold, granted a
  security interest in, or otherwise conveyed any of the Mortgage Loans. The
  Depositor has not authorized the filing of and is not aware of any financing
  statements against the Depositor that includes a description of collateral
  covering the Mortgage Loans other than any financing statement relating to
  the security interest granted to the Trust under this Agreement. The
  Depositor is not aware of any judgment or tax lien filings against the
  Depositor; 


	
 

	
 


	
 

	
          (ii)
  The Depositor will not engage in any activity that would result in a
  downgrading of the Notes without regard to the Policy; and 


	
 

	
 


	
 

	
          (iii)
  The Depositor’s location under the applicable UCC is in Delaware and it will
  not change its principal place of business or its jurisdiction of
  organization without prior notice to the Rating Agencies, the Servicer, the
  Indenture Trustee and the Insurer. 





ARTICLE III.


ADMINISTRATION AND SERVICING OF MORTGAGE
LOANS


          Section
3.01 The Servicer. 


          (a)
The Servicer, as independent contract servicer, shall service and administer
the Mortgage Loans in accordance with Accepted Servicing Practices and shall
have full power and authority, acting alone, to do any and all things in
connection with such servicing and administration which the Servicer may deem
necessary or desirable and consistent with the terms of this Agreement. The
Servicer may enter into Subservicing Agreements for any servicing and
administration of Mortgage Loans with Card Management Corporation and First
Data Resources, Inc. and any other institution which (i) is in compliance with
the laws of each state necessary to enable it to perform its obligations under
such Subservicing Agreement, and (ii) (x) has been designated an approved
Seller-Servicer by Freddie Mac or Fannie Mae for first and second mortgage
loans or (y) is an affiliate of the Servicer or (z) is otherwise approved by
the Insurer. The Servicer shall give written notice to the Insurer and the
Indenture Trustee prior to the appointment of any Subservicer. Any such
Subservicing Agreement shall be consistent with and not violate the provisions
of this Agreement and shall be in form and substance acceptable to the 


54






Insurer. The
Servicer shall be entitled to terminate any Subservicing Agreement in
accordance with the terms and conditions of such Subservicing Agreement and
either itself directly service the related Mortgage Loans or enter into a
Subservicing Agreement with a successor subservicer which qualifies hereunder. 


          (b)
Notwithstanding any Subservicing Agreement or any of the provisions of this
Agreement relating to agreements or arrangements between the Servicer and a Subservicer
or reference to actions taken through a Subservicer or otherwise, the Servicer
shall remain obligated and primarily liable for the servicing and administering
of the Mortgage Loans in accordance with the provisions of this Agreement
without diminution of such obligation or liability by virtue of such
Subservicing Agreements or arrangements or by virtue of indemnification from
the Subservicer and to the same extent and under the same terms and conditions
as if the Servicer alone were servicing and administering the Mortgage Loans.
For purposes of this Agreement, the Servicer shall be deemed to have received
payments on Mortgage Loans when the Subservicer has received such payments. The
Servicer shall be entitled to enter into any agreement with a Subservicer for
indemnification of the Servicer by such Subservicer, and nothing contained in
this Agreement shall be deemed to limit or modify such indemnification. 


          (c)
Any Subservicing Agreement that may be entered into and any transactions or services
relating to the Mortgage Loans involving a Subservicer in its capacity as such
and not as an originator shall be deemed to be between the Subservicer and the
Servicer alone, and the Depositor, the Owner Trustee, the Indenture Trustee,
the Noteholders and the Certificateholders shall not be deemed parties thereto
and shall have no claims, rights, obligations, duties or liabilities with
respect to the Subservicer except as set forth in Section 3.01(d) herein. The
Servicer shall be solely liable for all fees owed by it to any Subservicer
irrespective of whether the Servicer’s compensation pursuant to this Agreement
is sufficient to pay such fees. 


          (d)
In the event the Servicer shall for any reason no longer be the Servicer
(including by reason of an Event of Servicer Termination), the Indenture
Trustee or its designee approved by the Insurer or a successor Servicer under
Section 7.02(a) shall thereupon assume all of the rights and obligations of the
Servicer under each Subservicing Agreement that the Servicer may have entered
into, unless the Indenture Trustee or designee approved by the Insurer or any
successor Servicer elects to terminate any Subservicing Agreement (except with
respect to Subservicing Agreements that only allow for termination of the
related Subservicer for cause or require a termination fee for termination
without cause) in accordance with the terms of such Subservicing Agreement. The
Indenture Trustee shall not be responsible for any termination fees under any
Subservicing Agreement. In no event shall any Subservicing Agreement require
the Insurer or the Indenture Trustee as Successor Servicer to pay compensation
to a Subservicer or order the termination of such Subservicer. Any fee payable
or expense incurred in connection with such a termination will be payable by
the outgoing Servicer. If the Indenture Trustee does not terminate a
Subservicing Agreement, the Indenture Trustee, its designee or a successor
Servicer shall be deemed to have assumed all of the Servicer’s interest therein
and to have replaced the Servicer as a party to each Subservicing Agreement to
the same extent as if the Subservicing Agreements had been assigned to the
assuming party, except that the Servicer shall not thereby be relieved of any
liability or obligations under the Subservicing Agreements with regard to
events that 


55






occurred prior
to the date the Servicer ceased to be the Servicer hereunder. The Servicer, at
its expense and without right of reimbursement therefor, shall, upon the
request of the Indenture Trustee, deliver to the assuming party all documents
and records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
the Subservicing Agreements to the assuming party. 


          (e)
No costs incurred by the Servicer or any Subservicer in respect of Servicing
Advances shall, for the purposes of payments to the Noteholders and distributions
to the Certificateholders, be added to the amount owing under the related
Mortgage Loan. Without limiting the generality of the foregoing, the Servicer
shall continue, and is hereby authorized and empowered to execute and deliver
on behalf of the Trust, each Noteholder and each Certificateholder, all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. If reasonably required by
the Servicer and requested in writing, the Indenture Trustee shall furnish the
Servicer and, if directed by a Servicing Officer, any Subservicer with any
powers of attorney and other documents reasonably necessary or appropriate to
enable the Servicer and any such Subservicer to carry out its servicing and
administrative duties under this Agreement. 


          (f)
On and after such time as the Indenture Trustee receives the resignation of, or
notice of the removal of, the Servicer from its rights and obligations under
this Agreement, and with respect to resignation pursuant to Section 6.04
herein, after receipt by the Indenture Trustee and the Insurer of the Opinion
of Counsel required pursuant to Section 6.04, the Indenture Trustee, or if it
fails to do so, another successor approved by the Insurer, shall assume all of
the rights and obligations of the Servicer, subject to Section 7.02 herein. The
Servicer shall at its expense, deliver to the Indenture Trustee, all documents
and records relating to the Mortgage Loans and an accounting of amounts
collected and held by the Servicer and otherwise use its best efforts to effect
the orderly and efficient transfer of servicing rights and obligations to the
assuming party. 


          The
defaulting Servicer agrees to cooperate with the Indenture Trustee and any
successor servicer in effecting the termination of the defaulting Servicer’s
responsibilities and rights hereunder as Servicer including, without
limitation, notifying each Subservicer of the assignment of the servicing
function and providing the Indenture Trustee or its designee all documents and
records in electronic or other form reasonably requested by it to enable the
Indenture Trustee or its designee to assume the defaulting Servicer’s functions
hereunder and the transfer to the Indenture Trustee for administration by it of
all amounts which shall at the time be or should have been deposited by the
defaulting Servicer in the Collection Account maintained by such defaulting Servicer
and any other account or fund maintained with respect to the Notes or
thereafter received with respect to the Mortgage Loans. The Servicer being
terminated (unless such Servicer is the Indenture Trustee, in which case the
initial Servicer) shall bear all costs of a servicing transfer, including but
not limited to those of the Indenture Trustee reasonably allocable to specific
employees and overhead, legal fees and expenses, accounting and financial
consulting fees and expenses, and costs of amending the Transaction Documents,
if necessary. 


56






          The
Indenture Trustee shall be entitled to be reimbursed from the Servicer for all
costs associated with the transfer of servicing from the predecessor Servicer,
including, without limitation, any costs or expenses associated with the
complete transfer of all servicing data and the completion, correction or
manipulation of such servicing data as may be reasonably required by the
Indenture Trustee to correct any errors or insufficiencies in the servicing
data or otherwise to enable the Indenture Trustee or other successor Servicer
to service the Mortgage Loans properly and effectively. If the terminated
Servicer does not pay such reimbursement within thirty (30) days of its receipt
of an invoice therefore, such reimbursement shall be an expense of the
Indenture Trustee pursuant to Section 5.01(a)(I)(ix); provided that the
terminated Servicer unless the terminated Servicer is the Indenture Trustee
shall reimburse the Trust for any such expense incurred by the Trust. 


          (g)
The Servicer shall deliver a list of Servicing Officers to the Indenture
Trustee and the Insurer on or before the Closing Date and shall revise such
list from time to time, as appropriate, and shall deliver all revisions promptly
to the Indenture Trustee and the Insurer. 


          (h)
Except as is set forth in the following sentence, the Servicer may not modify
any Mortgage Loan unless that Mortgage Loan is in default or if default is
reasonably foreseeable, and if the Servicer has determined the modification of
that Mortgage Loan to be in the best interests of the Noteholders and the
Insurer. In addition, the Servicer may modify a Mortgage Loan that is not in
default and default is not reasonably foreseeable if it has delivered to the
Indenture Trustee and the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer) an Opinion of
Counsel to the effect that such modification would not cause any REMIC created
under the Trust Agreement to fail to qualify as a REMIC or result in the
imposition of any prohibited transaction tax; provided it complies with
accepted servicing practices of prudent mortgage loan servicers and no rate
modification is greater than 0.25% per annum on any Mortgage Loan, and provided
that the modification does not materially and adversely affect the interests of
the Noteholders, the Certificateholders or the Insurer (taking into account the
aggregate effect of all previous modifications to date). 


          The
Servicer’s ability to permit or effect servicing modifications contemplated by
this clause (h) of Section 3.01 shall be subject to the following limitations: 


	
 

	
 


	
 

	
          (i)
  Any amounts added to the credit limit of a Mortgage Loan will be required to
  be fully amortized over the remaining term, or the extended term, of the
  Mortgage Loan. 


	
 

	
 


	
 

	
          (ii)
  The final maturity of any Mortgage Loan may not be extended beyond the third
  Payment Date prior to the Final Scheduled Payment Date. 


	
 

	
 


	
 

	
          (iii)
  The aggregate current principal balance of all Mortgage Loans subject to
  modifications can be no more than 3.5% of the aggregate principal balance of
  the Mortgage Loans as of the Cut-off Date, but this limit may be increased
  from time to time with the consent of the Insurer. 





57







	
 

	
 


	
 

	
          (iv)
  The Servicer covenants and agrees to indemnify the Trust Fund against any
  liability for any taxes (including prohibited transaction taxes) and any
  related interest, additions, and penalties imposed on the Trust Fund
  established hereunder as a result of any modification of a Mortgage Loan
  effected pursuant to this Section 3.01. 


	
 

	
 


	
 

	
          (v)
  With respect to any Mortgage Loan that is modified to increase the Credit
  Limit thereof resulting in a higher Combined Loan-to-Value Ratio, (i) the
  aggregate Principal Balance of all Mortgage Loans so modified shall not
  exceed 10% of the Cut-off Date Principal Balance, and (ii) the increased
  Combined Loan-to-Value Ratio for any Mortgage Loan so modified may not exceed
  100%; provided, in any case, the limitation set forth in clause (iii) above
  has been satisfied in connection with any such modification. 


	
 

	
 


	
 

	
          (vi)
  The aggregate current principal balance of all Mortgage Loans that can have a
  Margin decrease applied to them can be no more than 10% of the aggregate
  principal balance of the Mortgage Loans as of the Cut-off Date. 





          (i)
If the Mortgage relating to a Mortgage Loan was not subject to a Senior Lien on
the Cut-off Date, then the Servicer may not consent to the placing of a lien
senior to that of the Mortgage on the related Mortgaged Property. If the
Mortgage relating to a Mortgage Loan was subject to a Senior Lien on the
Cut-off Date, then the Servicer may consent to the refinancing of such prior
Senior Lien after obtaining an appraisal of the Mortgaged Property provided
that such refinancing (i) either (x) does not result in the Combined
Loan-to-Value Ratio of such Mortgage Loan exceeding the Combined Loan-to-Value
Ratio of such Mortgage Loan prior to such refinancing; or (y) does not result
in the Combined Loan-to-Value Ratio of such Mortgage Loan exceeding the
Combined Loan-to Value Ratio that would have permitted such Mortgage Loan to
remain in the same pricing category in connection with the Servicer’s
underwriting criteria; and (ii) does not result in the Combined Loan-to-Value
Ratio of such Mortgage Loan exceeding 100%. 


          (j)
The Servicer may agree to a modification of any Mortgage Loan at the request of
the related Mortgagor if (x) the modification is in lieu of a refinancing and
the mortgage rate on the relevant Mortgage Loan, as modified, is approximately
a prevailing market rate for newly-originated mortgage loans having similar
terms and (y) the Servicer purchases the relevant Mortgage Loan from the Trust
Fund as described below. In exercising its rights under this Section 3.01(j),
the Servicer shall so act in good faith, taking into account the interests of
the Noteholders and the Insurer. Upon the agreement of the Servicer to modify a
Mortgage Loan in accordance with the preceding sentence, the Servicer shall
purchase that Mortgage Loan and all interest of the Indenture Trustee in that
Mortgage Loan shall automatically be deemed transferred and assigned to the
Servicer and all benefits and burdens of ownership thereof, including the right
to accrued interest thereon from the date of purchase and the risk of default
thereon, shall pass to the Servicer. The Servicer shall promptly deliver to the
Trustee a certification of a Servicing Officer to the effect that all
requirements of the first paragraph of this clause (j) of this Section 3.01
have been satisfied with respect to the Mortgage Loan to be repurchased
pursuant to this paragraph. 


58







	
 

	
 


	
 

	
          (i)
  The Servicer shall deposit the Purchase Price for any Mortgage Loan
  repurchased pursuant to this clause (j) of this Section 3.01 in the
  Collection Account pursuant to Section 3.02(b) on the day of the purchase of
  the Mortgage Loan. Upon receipt by the Indenture Trustee of written
  notification of any such deposit signed by a Servicing Officer, the Indenture
  Trustee shall release to the Servicer the related Mortgage File and shall
  execute and deliver such instruments of transfer or assignment, in each case
  without recourse, as shall be necessary to vest in the Servicer such Mortgage
  Loan previously transferred and assigned pursuant hereto. The proceeds of any
  such repurchase of a Mortgage Loan shall be treated as a prepayment in full
  of the applicable Mortgage Loan. 


	
 

	
 


	
 

	
          (ii)
  The Servicer covenants and agrees to indemnify the Trust Fund against any
  liability for any taxes (including prohibited transaction taxes) and any
  related interest, additions, and penalties imposed on the Trust Fund
  established hereunder as a result of any modification of a Mortgage Loan
  effected pursuant to this clause (j) of this Section 3.01 or any purchase of
  a Mortgage Loan by the Servicer in connection with a modification (but such
  obligation shall not prevent the Servicer or any other appropriate Person
  from contesting any such tax in appropriate proceedings and shall not prevent
  the Servicer from withholding payment of such tax, if permitted by law,
  pending the outcome of such proceedings). The Servicer shall have no right of
  reimbursement for any amount paid pursuant to the foregoing indemnification,
  except to the extent that the amount of any tax, interest, and penalties,
  together with interest thereon, is refunded to the Trust Fund or the
  Servicer. 





          Section
3.02 Collection of Certain Mortgage Loan Payments. 


          (a)
The Servicer shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Mortgage Loans and shall, to the extent
such procedures shall be consistent with this Agreement, follow such collection
procedures as it follows with respect to mortgage loans in its servicing
portfolio comparable to the Mortgage Loans. Consistent with the foregoing, and
without limiting the generality of the foregoing, the Servicer may in its discretion
(i) subject to Section 3.13, waive any Early Termination Fee or late payment
charge or any assumption fees or other fees which may be collected in the
ordinary course of servicing such Mortgage Loan, (ii) arrange with a Mortgagor
a schedule for the payment of principal and interest due and unpaid; provided
that such arrangement is consistent with the Servicer’s policies with respect
to the mortgage loans it owns or services; provided, further, that
notwithstanding such arrangement such Mortgage Loans will be included in the
monthly information delivered by the Servicer to the Indenture Trustee and the
Insurer pursuant to Section 5.03 herein; and (ii) if such Mortgage Loan was
Delinquent prior to such arrangement, it will be considered Delinquent as if no
such arrangement had been entered into. 


59






          (b)
The Servicer shall establish and maintain an Eligible Account (the “Collection
Account”) entitled “Deutsche Bank National Trust Company, in trust for the
registered holders of IndyMac Home Equity Mortgage Loan Asset-Backed Trust,
Series 2007-H1.” The Servicer shall notify the Indenture Trustee of the
Eligible Institution with which the Collection Account is maintained. The
Servicer shall, on the Closing Date, deposit any amounts representing payments
on and any collections in respect of the Mortgage Loans received after the
Cut-off Date (excluding scheduled interest payments due on or prior to the
Cut-off Date) and prior to the Closing Date, and thereafter, subject to Section
3.02(c), deposit within two Business Days following receipt thereof, the
following payments and collections received or made by it (without duplication)
to the Collection Account: 


	
 

	
 


	
 

	
          (i)
  all payments received by the Servicer after the Cut-off Date on account of
  principal on the Mortgage Loans; 


	
 

	
 


	
 

	
          (ii)
  all payments, net of related Servicing Fees, received by the Servicer after
  the Cut-off Date on account of interest on the Mortgage Loans; 


	
 

	
 


	
 

	
          (iii)
  all Insurance Proceeds and Liquidation Proceeds;


	
 

	
 


	
 

	
          (iv) all Net Recoveries;


	
 

	
 


	
 

	
          (v)
  all Early Termination Fees; 


	
 

	
 


	
 

	
          (vi)
  any amounts required to be deposited pursuant to Section 3.07 in connection
  with any REO Property; 


	
 

	
 


	
 

	
          (vii)
  the Purchase Price of any Mortgage Loan and the amount of any Substitution
  Adjustment paid by a Seller during the related Collection Period pursuant to
  Sections 2.02, 2.04, 2.05 and 3.01(j); 


	
 

	
 


	
 

	
          (viii)
  all Released Mortgaged Property Proceeds; and 


	
 

	
 


	
 

	
          (ix)
  any amount required to be deposited therein pursuant to Section 3.02(c)
  herein; 





          The
foregoing requirements respecting deposits to the Collection Account are
exclusive, it being understood that, without limiting the generality of the
foregoing, the Servicer need not deposit in the Collection Account amounts
representing fees (including annual fees, assumption fees, modification fees,
insufficient funds charges and other ancillary income) or late charge penalties
payable by Mortgagors or amounts received by the Servicer for the accounts of
Mortgagors for application toward the payment of taxes, insurance premiums,
assessments and similar items. 


60






          (c)
The Servicer shall use its best efforts to cause the institution maintaining
the Collection Account to invest only the Interest Collections on deposit in
the Collection Account attributable to the Mortgage Loans in Eligible
Investments which shall mature not later than the Servicer Remittance Date next
following the date of such investment and which shall not be sold or disposed
of prior to their maturities. All income and gain realized from any such
investment shall be for the benefit of the Servicer as additional servicing
compensation and shall be subject to its withdrawal or order from time to time.
The amount of any losses incurred in respect of any such investments
attributable to the investment of amounts in respect of the Mortgage Loans
shall be deposited in the Collection Account by the Servicer out of its own
funds immediately as realized without any right of reimbursement. 


          Section
3.03 Withdrawals from the Collection Account. The Servicer shall
withdraw or cause to be withdrawn funds from the Collection Account for the
stated purposes in the following order of priority: 


	
 

	
 


	
 

	
          (i)
  to reimburse the Servicer for any accrued and unpaid Servicing Fees; 


	
 

	
 


	
 

	
          (ii)
  on each Servicer Remittance Date, to transfer the following amounts to the
  Indenture Trustee for deposit in the Payment Account: 








	
 

	
 


	
 

	
          (A) the
  portion of the Interest Collections and Principal Collections for the related
  Collection Period then in the Collection Account; 


	
 

	
 


	
 

	
          (B) any
  amounts required to be deposited pursuant to Section 3.07 in connection with
  any REO Property; 


	
 

	
 


	
 

	
          (C) any
  amounts to be paid in connection with a purchase of Mortgage Loans and REO
  Properties pursuant to Section 9.01; 








	
 

	
 


	
 

	
          (iii)
  to withdraw any amount received from a Mortgagor that is recoverable and
  sought to be recovered as a voidable preference by a trustee in bankruptcy
  pursuant to the United States Bankruptcy Code 11 U.S.C. 101 et seq., as
  amended in accordance with a final, nonappealable order of a court having
  competent jurisdiction; 


	
 

	
 


	
 

	
          (iv)
  to pay the Servicer as servicing compensation (in addition to the Servicing
  Fee) on the Servicer Remittance Date any interest earned on funds deposited
  in the Collection Account; 





61







	
 

	
 


	
 

	
          (v)
  to withdraw any funds deposited in the Collection Account that were not
  required to be deposited therein or were deposited therein in error and to
  pay such funds to the appropriate Person, including collections received on
  any Defective Mortgage Loan that has been repurchased by the Seller pursuant
  to Section 2.04 or substituted for by the Seller pursuant to Section 2.05
  that should be paid to the Seller pursuant to Article II; 


	
 

	
 


	
 

	
          (vi)
  to pay the Servicer the servicing compensation for the related Collection
  Period that it is entitled to receive pursuant to Section 3.09 herein; 


	
 

	
 


	
 

	
          (vii)
  to reimburse the Servicer for any Servicing Advance previously made which the
  Servicer has determined to be a Nonrecoverable Advance; 


	
 

	
 


	
 

	
          (viii)
  to withdraw funds necessary for the conservation and disposition of REO
  Property pursuant to Section 3.07 to the extent not advanced by the Servicer;
  and 


	
 

	
 


	
 

	
          (ix)
  to clear and terminate the Collection Account upon the termination of this
  Agreement. 





          Prior
to making any withdrawal from the Collection Account pursuant to subclause
(vii), the Servicer shall have delivered to the Indenture Trustee and the
Insurer a certificate of a Servicing Officer indicating the amount of any
previous Servicing Advance determined by the Servicer to be a Nonrecoverable
Advance and identifying the related Mortgage Loans(s), and their respective
portions of such Nonrecoverable Advance. 


          Section
3.04 Maintenance of Hazard Insurance; Property Protection Expenses. The
Servicer verifies the existence at the origination of each Mortgage Loan of
fire and hazard insurance naming the Servicer or its designee as loss payee
thereunder providing extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements securing such
Mortgage Loan from time to time, (ii) the combined principal balance owing on
such Mortgage Loan and any mortgage loan senior to such Mortgage Loan and (iii)
the minimum amount required to compensate for damage or loss on a replacement
cost basis. The Servicer shall also maintain on property acquired upon
foreclosure, or by deed in lieu of foreclosure, fire and hazard insurance with
extended coverage in an amount which is at least equal to the lesser of (i) the
maximum insurable value from time to time of the improvements which are a part
of such property, (ii) the combined principal balance owing on such Mortgage
Loan and any mortgage loan senior to such Mortgage Loan at the time of such
foreclosure, or deed in lieu of foreclosure plus accrued interest and the good-faith
estimate of the Servicer of related Servicing Advances to be incurred in
connection therewith. Amounts collected by the Servicer under any such policies
shall be deposited in the Collection Account to the extent called for by
Section 3.02. In cases in which any Mortgaged Property is located in an area
identified in a federally designated flood area, the hazard insurance to be
maintained for the related Mortgage Loan shall include flood insurance to the
extent such flood insurance is available and the Servicer has determined such
insurance to be necessary in accordance with Accepted Servicing 


62






Practices of
prudent lending institutions. All such flood insurance shall be in amounts not
less than the lesser of (A) the amount in clause (i) above, (B) the amount in
clause (ii) above and (C) the maximum amount of insurance available under the
National Flood Insurance Reform Act of 1994, as amended. The Servicer shall be
under no obligation to require that any Mortgagor maintain earthquake or other
additional insurance and shall be under no obligation itself to maintain any
such additional insurance on property acquired in respect of a Mortgage Loan,
other than pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance. 


          Section
3.05 Maintenance of Mortgage Impairment Insurance Policy. In the event
that the Servicer shall obtain and maintain a blanket insurance policy
consistent with Accepted Servicing Practices, insuring against fire and hazards
of extended coverage on all of the Mortgage Loans, then, to the extent such
insurance policy names the Servicer or its designee as loss payee and provides
coverage in an amount equal to the aggregate unpaid principal balance on the
Mortgage Loans without coinsurance, and otherwise complies with the
requirements of Section 3.04, the Servicer shall be deemed conclusively to have
satisfied its obligations with respect to fire and hazard insurance coverage
under Section 3.04. Upon the request of the Insurer or the Indenture Trustee,
the Servicer shall cause to be delivered to the Insurer or the Indenture
Trustee, as the case may be, a certified true copy of such insurance policy. In
connection with its activities as administrator and servicer of the Mortgage
Loans, the Servicer agrees to prepare and present, on behalf of itself, the
Indenture Trustee, the Insurer and the Trust, claims under any such insurance
policy in a timely fashion in accordance with the terms of such insurance
policy. 


          If
such insurance policy contains a deductible clause, the Servicer shall, in the
event that there shall not have been maintained on the related Mortgage
Property an insurance policy comply with this Section, and there shall have
been a loss that would have been covered by such insurance policy, deposit into
the Collection Account the amount not otherwise payable under such insurance
policy because of such deductible clause. 


          Section
3.06 Maintenance of Fidelity Bond and Errors and Omissions Insurance.
The Servicer shall maintain with responsible companies, at its own expense, a
blanket fidelity bond (“Fidelity Bond”) and an errors and omissions
insurance policy (“Errors and Omissions Insurance Policy”), with broad
coverage on all officers, employees or other persons acting in any capacity
requiring such persons to handle funds, money, documents or papers relating to
the related Mortgage Loans (“Servicer Employees”). Any such Fidelity
Bond and Errors and Omissions Insurance Policy may contain a deductible clause
on terms substantially equivalent to those commercially available and
maintained by comparable servicers. Any such Fidelity Bond and Errors and
Omissions Insurance Policy shall be in the form of the Mortgage Banker’s
Blanket Bond and shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of the Servicer Employees. Such Fidelity Bond and Errors and
Omissions Insurance Policy also shall protect and insure the Servicer against
losses in connection with the release or satisfaction of a related Mortgage
Loan without having obtained payment in full of the indebtedness secured
thereby. No provision of this Section 3.06 requiring such Fidelity Bond and
Errors and Omissions Insurance Policy shall 


63






diminish or
relieve the Servicer from its duties and obligations as set forth in this
Agreement. The minimum coverage under any such bond and insurance policy shall
be at least equal to the corresponding amounts required by Fannie Mae. Upon the
request of the Indenture Trustee or the Insurer, the Servicer shall cause to be
delivered to the Indenture Trustee or the Insurer a certificate of insurance of
the insurer and the surety including a statement from the surety. 


          Section
3.07 Management of and Realization upon Defaulted Mortgage Loans. 


          (a)
Management of REO Property. In the event the Trust acquires ownership of
any REO Property in respect of any Mortgage Loan, the deed or certificate of
sale shall be issued to the Indenture Trustee, or to its nominee, on behalf of
the Securityholders and the Insurer. The Servicer shall use its reasonable best
efforts to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement, as applicable, but in all
events within the time period, and subject to the conditions set forth in
Section 5.09 and prior to the close of the third taxable year after its
acquisition by the Trust unless the Indenture Trustee and (so long as any Notes
are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer and no Insurer Default has occurred and is continuing) the Insurer
shall have been supplied with an Opinion of Counsel to the effect that the
holding by the Trust of such REO Property subsequent to such three-year period
will not result in the imposition of taxes on “prohibited transactions” of any
REMIC created under the Trust Agreement as defined in section 860F of the Code
or cause any REMIC created hereunder to fail to qualify as a REMIC at any time
that any Notes or Certificates are Outstanding, in which case the Trust may
continue to hold such REO Property (subject to any conditions contained in such
Opinion of Counsel and the other requirements of this Section 3.07(a)).
Pursuant to its efforts to sell such REO Property, the Servicer shall protect
and conserve, such REO Property in the manner and to such extent required by
this Agreement, subject to Section 5.09 hereof. The decision of the Servicer to
foreclose, or to continue the foreclosure process, on a defaulted Mortgage Loan
shall be subject to a determination by the Servicer that the related Mortgaged
Property will not fail to qualify as “foreclosure property” within meaning of
Section 860G(a)(8) of the Code and that the proceeds of such foreclosure would
more likely than not exceed the costs and expenses of bringing such a
proceeding and liquidating the REO Property expected to be obtained through
such foreclosure. Notwithstanding any other provision of this Agreement, no
Mortgaged Property acquired by the Trust shall be rented (or allowed to
continue to be rented) or otherwise used for the production of income by or on
behalf of the Trust in such a manner or pursuant to any terms that would (i)
cause such Mortgaged Property to fail to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code or (ii) subject any REMIC
created under the Trust Agreement to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged Property, unless
the Servicer has agreed to indemnify and hold harmless the Trust and the Trust
Estate with respect to the imposition of any such taxes. 


                    The
Servicer shall cause to be deposited, within the time period specified in
Section 3.02(b), as applicable, in the Collection Account, all revenues net of
Servicing Advances received with respect to the related REO Property and shall
retain, or cause to be withdrawn therefrom, funds necessary for the proper
operation, management and maintenance of the REO Property and the fees of any
managing agent acting on behalf of the Servicer. 


64






                    The
disposition of REO Property shall be carried out by the Servicer for cash at
such price, and upon such terms and conditions, as the Servicer deems to be in
the best interest of the Noteholders, the Certificateholders, the Trust and the
Insurer and, as soon as practicable thereafter, the expenses of such sale shall
be paid. The cash proceeds of the sale of the REO Property shall be promptly
deposited in the Collection Account, pursuant to Section 3.02(b), as
applicable, net of any related unreimbursed Servicing Advances (without
duplication of amounts paid pursuant to Section 3.03(vi)), payable to the
Servicer in accordance with Section 3.03, for payment in accordance with
Section 5.01 herein. 


          (b)
Realization Upon Defaulted Mortgage Loans. The Servicer shall foreclose
upon or otherwise comparably convert to ownership Mortgaged Properties securing
such of the Mortgage Loans as come into and continue in default when no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.01, subject to the provisions contained in the second
succeeding paragraph of this Section 3.07 and only if the Servicer determines
that there is sufficient equity in the related Mortgaged Property to justify
such foreclosure. In connection with foreclosure or other conversion, the
Servicer will follow Accepted Servicing Practices, including the practice that
the Servicer will not be required to expend its own funds in connection with
foreclosure or other conversion, correction of default on a related senior
mortgage loan or restoration of any Mortgaged Property unless, in its sole
judgment, foreclosure, correction or restoration will increase net liquidation
proceeds and that, in the event that the related Mortgaged Property shall have
suffered damage from an Uninsured Cause, the Servicer shall not be required to
expend its own funds toward the restoration of such Mortgaged Property unless
it shall determine in its discretion that such restoration will increase the
proceeds of liquidation of the Mortgage Loan after reimbursement to itself for
such expenses. 


          In
the event that title to any Mortgaged Property is acquired in foreclosure or by
deed in lieu of foreclosure, the deed or certificate of sale shall be issued to
the Indenture Trustee or its nominee on behalf of the Trust and the Insurer. 


          If
the Servicer has actual knowledge that a Mortgaged Property which the Servicer
is contemplating acquiring in foreclosure or by deed in lieu of foreclosure is
located within 1 mile of any site with environmental or hazardous waste risks,
the Servicer will notify the Insurer prior to acquiring the Mortgaged Property
and shall not take any action without prior written approval of the Insurer. 


          Section
3.08 Indenture Trustee to Cooperate. Upon the payment in full of any
Mortgage Loan, the Servicer is authorized to execute (on behalf of the
Indenture Trustee pursuant to the authorization contained in Section 3.01(f) if
the related Assignment of Mortgage has been recorded) an instrument of
satisfaction regarding the related Mortgage, which instrument of satisfaction
shall be recorded by the Servicer if required by applicable law and be
delivered to the Person entitled thereto. It is understood and agreed that no
expenses incurred in connection with such instrument of satisfaction or
transfer shall be reimbursed from amounts deposited in the Collection Account.
If the Indenture Trustee is holding any portion of the Mortgage Files, from
time to time and as appropriate for the servicing or foreclosure of any
Mortgage Loan, the Indenture Trustee shall, upon request of the Servicer and
delivery to the 


65






Indenture
Trustee of a request for release, in the form attached hereto as Exhibit I,
signed by a Servicing Officer, release the related portion of the Mortgage File
to the Servicer, and the Indenture Trustee shall execute such documents, at the
expense of and in the forms provided by the Servicer, as shall be necessary for
the prosecution of any such proceedings or the taking of other servicing
actions. Such Request for Release shall obligate the Servicer to return the
portion of the Mortgage File released to it to the Indenture Trustee when the
need therefor by the Servicer no longer exists unless the Mortgage Loan shall
be liquidated, in which case, upon receipt of a certificate of a Servicing
Officer similar to that hereinabove specified (including a certification that
the Servicer has deposited the proceeds of such liquidated Mortgage Loan in the
Collection Account), a copy of the Request for Release shall be released by the
Indenture Trustee to the Servicer. 


          In
order to facilitate the foreclosure of the Mortgage securing any Mortgage Loan
that is in default following recordation of the related Assignment of Mortgage
in accordance with the provisions hereof, the Indenture Trustee shall, if so
requested in writing by the Servicer execute an appropriate assignment in the
form provided to the Trust and the Indenture Trustee by the Servicer to assign
such Mortgage Loan for the purpose of collection to the Servicer (any such
assignment shall unambiguously indicate that the assignment is for the purpose
of collection only) and, upon such assignment, such assignee for collection
will thereupon bring all required actions in its own name and otherwise enforce
the terms of the Mortgage Loan and deposit or credit the Net Recoveries
received with respect thereto in the Collection Account. In the event that all
delinquent payments due under any such Mortgage Loan are paid by the Mortgagor
and any other defaults are cured then the assignee for collection shall
promptly reassign such Mortgage Loan to the Indenture Trustee and return it to
the place where the related Mortgage File was being maintained. 


          Section
3.09 Servicing Compensation; Payment of Certain Expenses by Servicer.
The Servicer shall be entitled to retain the Servicing Fee in accordance with
Section 3.02 as compensation for its services in connection with servicing the
Mortgage Loans. Moreover, additional servicing compensation in the form of late
payment charges or other receipts not considered interest or principal payments
under the Mortgage Notes and Foreclosure Profits shall be retained by the
Servicer. The Servicer shall be required to pay all expenses incurred by it in
connection with its activities hereunder (including payment of all other fees
and expenses not expressly stated hereunder to be for the account of the Trust)
and shall not be entitled to reimbursement therefor except as specifically
provided herein. 


          Section
3.10 Annual Statement as to Compliance. The Servicer shall deliver to
the Indenture Trustee (via electronic mail to DBSEC.Notifications@db.com), the
Depositor, the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer) and the Rating
Agencies on or before March 15 of each year, commencing in 2008, unless and
until a Form 15 Suspension Notice shall have been filed an officer’s
certificate, an officer’s certificate in the form of Exhibit C hereof,
certifying that with respect to the period ending December 31st of the prior
year: (i) the Servicer or such Servicing Officer, as applicable, has reviewed
the activities of the Servicer during the preceding calendar year or portion
thereof and its performance under this Agreement and (ii) to the best of the
Servicer’s or 


66






such Servicing
Officer’s knowledge, as applicable
based on such review, the Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default
known to such Servicing Officer and the nature and status thereof. Copies of
any such statement shall be provided by the Indenture Trustee to any Noteholder
and to any Person identified to the Indenture Trustee as a prospective
transferee of a Note, upon request at the expense of the requesting party,
provided such statement is delivered by the Servicer to the Indenture Trustee.
In addition to the foregoing, the Servicer will, to the extent reasonable, give
any other servicing information required by the Commission pursuant to
applicable law. The Servicer shall indemnify and hold harmless the Depositor
and its officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
based upon a breach of the Servicer’s obligations under this Section 3.10. 


          Section
3.11 Assessment of Compliance and Attestation Report. 


The Servicer
shall service and administer the Mortgage Loans in accordance with all
requirements of the Servicing Criteria applicable to the Servicer (as set forth
in Exhibit P hereto). Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act
and Item 1122 of Regulation AB, the Servicer, unless a Form 15 Suspension
Notice shall have been filed, shall deliver to the Indenture Trustee and the
Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer), via electronic mail to
DBSEC.Notifications@db.com, on or before March 15th of each calendar year
beginning in 2008, a report regarding the Servicer’s assessment of compliance
(an “Assessment of Compliance”) with the Servicing Criteria during the
preceding calendar year. The Assessment of Compliance must be reasonably
satisfactory to the Indenture Trustee, and as set forth in Regulation AB, the
Assessment of Compliance must contain the following: 


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


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


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


67






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


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


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


                    On
or before March 15th of each calendar year beginning in 2008, the Servicer
shall furnish to the Indenture Trustee and the Insurer (so long as the Notes
are Outstanding or any Reimbursement Amounts remain due and owing to the
Insurer) a report (an “Attestation Report”) by a registered public accounting
firm that attests to, and reports on, the Assessment of Compliance made by the
Servicer, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122(b) of Regulation AB, which Attestation Report must be made in accordance
with standards for attestation reports issued or adopted by the Public Company
Accounting Oversight Board. 


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


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


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


68






                    Failure
of the Servicer to timely comply with this Section 3.11 may be deemed an Event of Servicer Termination. The Indenture Trustee shall,
with the consent
of the Depositor, in addition to whatever rights the Indenture Trustee may have
under this Agreement and at law or equity or to damages, including injunctive
relief and specific performance, give notice to Noteholders 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)
that each has ten Business Days to waive the Event of Servicer Termination
pursuant to this Section 3.11. If no such waiver is received, the Indenture
Trustee shall immediately terminate all the rights and obligations of the
Servicer under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Servicer for the same. This paragraph shall
supersede any other provision in this Agreement or any other agreement to the
contrary. 


                    The
Indenture Trustee shall also provide an Assessment of Compliance and
Attestation Report, as and when provided above, which shall at a minimum
address each of the Servicing Criteria specified on Exhibit P hereto which are
indicated as applicable to the “trustee.”



          Section
3.12 Access to Certain Documentation and Information Regarding the Mortgage
Loans. The Servicer shall provide to the Indenture Trustee, the Insurer,
Noteholders that are federally insured savings and loan associations, the
Office of Thrift Supervision, the FDIC and the supervisory agents and examiners
of the Office of Thrift Supervision access to the documentation regarding the Mortgage
Loans required by applicable regulations of the Office of Thrift Supervision
and the FDIC, such access being afforded without charge but only upon
reasonable request and during normal business hours at the offices of the
Servicer. Nothing in this Section 3.12 shall derogate from the obligation of
the Servicer to observe any applicable law prohibiting disclosure of
information regarding the Mortgagors and the failure of the Servicer to provide
access as provided in this Section 3.12 as a result of such obligation shall
not constitute a breach of this Section 3.12; provided that the Servicer makes
reasonable efforts to provide such information without violation of law. 


          Section
3.13 Early Termination Fees


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


69






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


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


          Section
3.14 Commission Reporting. 


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


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


70






Statement to
Noteholders furnished by the Indenture Trustee to the Certificateholders for
such Distribution Date and file such Distribution Report in accordance with
clause (a) above. 


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


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


          (e)
Prior to (x) March 15, 2008 and (y) unless and until a Form 15 Suspension
Notice shall have been filed, prior to March 15th of each year thereafter, the
Servicer shall provide the Indenture Trustee with an Annual Compliance
Statement, together with a copy of the Assessment of Compliance and Attestation
Report to be delivered by the Servicer pursuant to Sections 3.10 and 3.11.
Prior to (x) March 31, 2008 and (y) unless and until a Form 15 Suspension
Notice shall have been filed, March 31 of each year thereafter, the Indenture
Trustee shall, subject to subsection (e) below, file a Form 10-K, with respect
to the Trust Fund. The Indenture Trustee shall prepare each Form 10-K and, no
later than 5 Business Days prior to the date on which such Form 10-K is
required to be filed, deliver a copy of such Form 10-K to the Depositor for
review. No later than the second Business Day following the receipt thereof,
the Depositor shall notify the Indenture Trustee of any changes to made to the
Form 10-K. The Indenture Trustee shall make any changes thereto requested by
the Depositor and deliver the final Form 10-K to the Depositor for signature no
later than three Business Days prior to the date on which such Form 10-K must
be filed by the Indenture Trustee in accordance with this clause (d). The
Depositor shall execute the final Form 10-K and deliver the same to the
Indenture Trustee via electronic mail to DBSEC.Notification@db.com or facsimile
no later than Business Day following receipt of the same (which, unless not
received within such time frame from the Indenture Trustee, shall be no later
than two Business Days prior to the date on which the Form 10-K is required to
be filed), with an original executed hard copy to follow by overnight mail.
Such Form 10-K shall include the Assessment of Compliance, Attestation Report,
Annual Compliance Statements and other documentation provided by the Servicer,
Subservicer and Indenture Trustee pursuant to Sections 3.10 and 3.11 and a
certification in the form attached hereto as Exhibit M (the “Depositor
Certification”), which shall be signed by the senior officer of the
Depositor in charge of securitization. 


          (f)
As to each item of information required to be included in any Form 10-D, Form
8-K or Form 10-K, the Indenture Trustee’s or Depositor’s obligation to include
the information in the applicable report is subject to receipt from the entity
that is indicated in Exhibit R as the responsible party for providing that
information, if other than the Indenture Trustee or the Depositor, as
applicable, as and when required as described above. Each of the Indenture
Trustee, the Servicer and the Depositor, as applicable, hereby agree to notify
and provide to the Indenture Trustee and the Depositor all information that is
required to be included in any Form 10-D, Form 8-K or Form 10-K, with respect
to which that entity is indicated in Exhibit R as the responsible party for
providing that information. In the case of information to be included in the
From 10-D, such information shall be delivered to the Indenture Trustee via
email to 


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DBSEC.Notifications@db.com
no later than 5 calendar days following each Distribution Date. In the case of
information to be included in the Form 8-K, such information shall be delivered
to the Depositor no later than 2 Business Days following the occurrence of a
reportable event. In the case of information to be included in the Form 10-K,
such information, other than the documentation provided pursuant to Sections
3.10, 3.11 and 3.14(f), shall be delivered to the Indenture Trustee via email
to DBSEC.Notifications@db.com no later than (x) March 15, 2008 and (y) unless
and until a Form 15 Suspension Notice shall have been filed, March 1 of each
year thereafter. The Servicer shall be responsible for determining the pool
concentration applicable to any subservicer or originator at any time, for
purposes of disclosure as required by Items 1117 and 1119 of Regulation AB. The
Indenture Trustee shall provide electronic or paper copies of all Form 10-D, 8-K
and 10-K filings free of charge to any Certificateholder upon request. 


          (g)
Unless and until a Form 15 Suspension Notice shall have been filed, the
Indenture Trustee shall sign a certification (in the form attached hereto as
Exhibit N) for the benefit of the Depositor and its officers, directors and
Affiliates. The Indenture Trustee’s certification shall be delivered to the
Depositor by no later than March 18 of each year (or if such day is not a
Business Day, the immediately preceding Business Day) and the Depositor shall
deliver the Depositor Certification to the Indenture Trustee for filing no
later than March 20 of each year (or if such day is not a Business Day, the
immediately preceding Business Day). 


          (h)
The Indenture Trustee shall indemnify and hold harmless the Depositor and its
officers, directors and Affiliates from and against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses arising out of or based upon (i)
a breach of the Indenture Trustee’s obligations under this Section 3.14 or
Section 3.11 or (ii) any material misstatement or omission contained in any
information provided by the Indenture Trustee including, without limitation, in
the certification provided by the Indenture Trustee in the form of Exhibit N or
the Assessment of Compliance provided pursuant to Section 3.11. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, then the Indenture Trustee, in connection with (i) a
breach of the Indenture Trustee’s obligations under this Section 3.14, Section
3.11 or (ii) any material misstatement or omission contained in any information
provided by the Indenture Trustee including, without limitation, in the
certification provided by the Indenture Trustee in the form of Exhibit N, or in
the Assessment of Compliance provided pursuant to Section 3.11, agrees that it
shall contribute to the amount paid or payable by the Depositor as a result of
the losses, claims, damages or liabilities of the Depositor in such proportion
as is appropriate to reflect the relative fault of the Depositor on the one
hand and the Indenture Trustee on the other. This indemnification shall survive
the termination of this Agreement or the termination of any party to this
Agreement. 


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          (i)
The Servicer shall indemnify and hold harmless the Depositor, the Indenture
Trustee and their respective officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain based upon (i) a breach of the Servicer’s
obligations under Sections 3.10, 3.11 or 3.14 or (ii) any material misstatement
or omission contained in any information provided by the Servicer including,
without limitation, in the information provided pursuant to Sections 3.10 and
3.11. This indemnification shall survive the termination of this Agreement or
the termination of any party to this Agreement. 


          (j)
The Depositor shall indemnify and hold harmless the Servicer, the Indenture
Trustee and their respective officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain based upon (i) a breach of the
Depositor’s obligations under this Section 3.14 or (ii) any material
misstatement or omission contained in any information provided by the
Depositor. 


          (k)
The Indenture Trustee will have no duty or liability to verify the accuracy or
sufficiency of any information not prepared by it included in any Form 10-D,
Form 10-K or Form 8-K. The Indenture Trustee shall have no liability with
respect to any failure to properly file any Form 10-D or 10-K resulting from or
relating to the Depositor’s failure to timely comply with the provisions of
this section. Nothing herein shall be construed to require the Indenture
Trustee or any officer, director or Affiliate thereof to sign any Form 10-D,
Form 10-K or Form 8-K. Copies of all reports filed by the Indenture Trustee
under the Exchange Act shall be sent to the Depositor electronically or at the
address set forth herein. Fees and expenses incurred by the Indenture Trustee
in connection with this Section 3.14 shall not be reimbursable from the Trust
Fund. 


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


          (m)
To the extent that, following the Closing Date, the Depositor certifies that
reports and certifications differing from those required under this Section
3.14 are necessary to comply with the reporting requirements under the Exchange
Act, the parties hereto hereby agree that each will reasonably cooperate to
amend the provisions of this Section 3.14(b) in order to comply with such
amended reporting requirements and such amendment of this Section 3.14. Any
such amendment may result in the reduction of the reports executed by and filed
on behalf of the Depositor under the Exchange Act. Notwithstanding the
foregoing, the Indenture Trustee shall not be obligated to enter into any
amendment pursuant to this Section that adversely affects its obligations and
immunities under this Agreement in any material respect. 


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          (n)
Each of the parties acknowledges and agrees that the purpose of
Sections 3.10, 3.11 and this Section 3.14 of this Agreement is to
facilitate compliance by the Depositor with the provisions of Regulation AB.
Therefor, each of the parties agree that (a) the obligations of the parties
hereunder shall be interpreted in such a manner as to accomplish that purpose,
(b) the parties’ obligations hereunder will be supplemented and modified as
necessary to be consistent with any such amendments, interpretive advice or
guidance in respect of the requirements of Regulation AB, (c) the parties shall
comply with reasonable requests made by the Depositor for delivery of
additional or different information as the Depositor may determine in good
faith is necessary to comply with the provisions of Regulation AB, and (d) no
amendment of this Agreement shall be required to effect any such changes in the
parties’ obligations as are necessary to accommodate evolving interpretations
of the provisions of Regulation AB.


          Section
3.15 Reports of Foreclosures and Abandonments of Mortgaged Properties,
Returns Relating to Mortgage Interest Received from Individuals and Returns
Relating to Cancellation of Indebtedness. The Servicer shall, beginning in
2007, make annual reports of foreclosures and abandonments of any Mortgaged
Property. The Servicer shall file or cause to be filed reports relating to each
instance occurring during the previous calendar year in which the Servicer (i)
on behalf of the Trust acquires an interest in any Mortgaged Property through
foreclosure or other comparable conversion in full or partial satisfaction of a
Mortgage Loan or (ii) knows or has reason to know that any Mortgaged Property
has been abandoned. The reports shall be in form and substance sufficient to
meet the reporting requirements imposed by Sections 6050J, 6050H and 6050P
of the Code.


          Section
3.16 Assumption Agreements. When a Mortgaged Property has been or is
about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has
knowledge of such conveyance or prospective conveyance, exercise its right to
accelerate the maturity of the related Mortgage Loan under any “due-on-sale”
clause contained in the related Mortgage or Mortgage Note; provided, however, that
the Servicer shall not exercise any such right if the “due-on-sale” clause, in
the reasonable belief of the Servicer, is not enforceable under applicable law.
In such event, the Servicer shall enter into an assumption and modification
agreement with the person to whom such property has been or is about to be
conveyed, provided that pursuant to which assumption agreement, such person
shall become liable under the Mortgage Note and, unless prohibited by
applicable law, the Mortgagor shall remain liable thereon and, in connection
with such assumption, no material term of the Mortgage Note may be changed. The
Servicer, in accordance with accepted mortgage loan servicing standards for
mortgage loans similar to the Mortgage Loans, is also authorized to enter into
a substitution of liability whereby such person is substituted as mortgagor and
becomes liable under the Mortgage Note. The Servicer shall notify the Indenture
Trustee and the Insurer in writing that any such substitution or assumption
agreement has been completed, and add such agreement to the related Mortgage
File and shall, for all purposes, be considered a part of such Mortgage File to
the same extent as all other documents and instruments constituting a part
thereof. In connection with any assumption or substitution agreement entered
into pursuant to this Section 3.16, the Servicer shall not change the Loan
Rate or the Monthly Payment, defer or forgive the payment of principal or
interest, reduce the outstanding principal amount or extend the final maturity
date on such Mortgage Loan.


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          Notwithstanding
the foregoing paragraph or any other provision of this Agreement, the Servicer
shall not be deemed to be in default, breach or any other violation of its
obligations hereunder by reason of any assumption of a Mortgage Loan by
operation of law or any assumption which the Servicer may be restricted by law
from preventing, for any reason whatsoever.


          Section
3.17 Payment of Taxes, Insurance and Other Charges. With respect to each
Mortgage Loan, the Servicer shall not be required to maintain records relating
to payment of taxes. The Servicer will ensure that payment of hazard insurance
premiums and real estate taxes with respect to the Mortgage Loans are made and
will make Servicing Advances with respect to required payments of hazard
insurance premiums and real estate taxes to the extent necessary to avoid the
loss of a Mortgaged Property due to a tax sale or the foreclosure thereof as a
result of a tax lien. 


          Section
3.18 Servicing Advances. Notwithstanding anything herein to the
contrary, no Servicing Advance shall be required to be made hereunder by the
Servicer if such Servicing Advance would, if made, constitute a Nonrecoverable
Advance. The determination by the Servicer that it has made a Nonrecoverable
Advance or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate of the
Servicer delivered to the Depositor, the Indenture Trustee and the Insurer.


          Section
3.19 Allocation of Charge-Off Amounts.


          (a)
On each Payment Date, the Servicer shall calculate the amount of Charge-off
Amounts for the preceding Collection Period, and shall include such calculation
in its Servicing Certificate.


          (b)
On each Payment Date, the Investor Charge-off Amounts for such Payment Date
shall be allocated as follows: 


	
   

  	
   

  
	
   

  	
            (i)
  first, to
  Excess Cashflow until the Excess Cashflow is reduced to zero; and

  
	
   

  	
   

  
	
   

  	
            (ii)
  second,
  to the Overcollateralization Amount until the Overcollateralization Amount is
  reduced to zero. 

  



          (c)
Investor Charge-off Amounts shall not be allocated to the Notes on any Payment
Date.


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ARTICLE IV.


INSURER


          Section
4.01 Claims upon the Policy.


          (a)
If, on the second Business Day before any Payment Date, the Indenture Trustee
determines that the funds that will be available for such Payment Date
distributable to the Holders of the Notes pursuant to Section 5.01 will be
insufficient to pay the Scheduled Payments on such Payment Date, the Indenture
Trustee shall determine the amount of any such deficiency and shall give notice
to the Note Insurer and the Fiscal Agent, if any, by telephone or telecopy of
the amount of such deficiency, confirmed in writing by notice substantially in
the form of Exhibit A to the Policy by 12:00 noon, New York City time on such
second Business Day.


          The
Indenture Trustee shall establish the Policy Payments Account. The Indenture
Trustee shall deposit any amount paid under the Policy in the Policy Payments
Account and distribute the amount only to pay Holders of the Notes the amount
for which a claim was made. No payments under the Policy may be used to pay any
costs, expenses, or liabilities of the Servicer, the Indenture Trustee, or the
Trust (other than payments of principal and interest on the Notes). Amounts
paid under the Policy shall be transferred to the Payment Account in accordance
with the next paragraph and disbursed by the Indenture Trustee to Holders of
the Notes in accordance with Section 5.01. Payments from draws on the Policy
need not be made by checks or wire transfers separate from the checks or wire
transfers used to pay other funds paid to Noteholders on the Payment Date. The
portion of any payment of principal of or interest on the Notes paid from funds
transferred from the Policy Payments Account, however, shall be noted in the
statement to be furnished to Holders of the Notes pursuant to Section 5.03.
Funds held in the Policy Payments Account shall not be invested.


          On
any Payment Date (or the day on which a payment on the Policy is received, if
later) for which a claim has been made under the Policy, the amount of any
funds received by the Indenture Trustee as a result of any claim under the
Policy, to the extent required to make the payment of the amount due to the
Holders of the Notes on the Payment Date, shall be withdrawn from the Policy
Payments Account and deposited in the Payment Account and applied by the Indenture
Trustee, together with the other funds to be paid from the Payment Account
pursuant to Section 5.01, directly to the payment in full of the amount due on
the Notes. Any funds remaining in the Policy Payments Account on the first
Business Day following the later of the Payment Date and the Business Day after
the day on which a payment on the Policy has been paid to the Holders of the
Notes shall be remitted to the Insurer, pursuant to the instructions of the
Insurer, by the end of the Business Day.


          (b)
The Indenture Trustee shall keep a complete and accurate record of the amount
of interest and principal paid from moneys received under the Policy. The
Insurer shall have the right to inspect such records at reasonable times during
normal business hours of the Indenture Trustee upon four Business Days’ prior
written notice to the Indenture Trustee.


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          (c)
Subject to the terms of the Policy, if any Scheduled Payment is voided as a
preference under applicable bankruptcy, insolvency, receivership or similar law
is required to be made under the Policy, the Insurer shall cause such payment
to be made on the later of (a) the date when due to be paid pursuant to
the Order referred to below or (b) the first to occur of (i) the fourth
Business Day following Receipt (as defined in the Policy) by the Insurer from
the Indenture Trustee of (A) a certified copy of the order (the “Order”) of the court or other
governmental body which exercised jurisdiction to the effect that the
Noteholder is required to return principal or interest paid on the Notes during
the term of the Policy because such payments were voidable as preference
payments under applicable bankruptcy law, (B) a certificate of the
Noteholder that the Order has been entered and is not subject to any stay, and
(C) an assignment duly executed and delivered by the Noteholder, in such
form as is reasonably required by the Insurer and provided to the Noteholder by
the Insurer, irrevocably assigning to the Insurer all rights and claims of the
Noteholder relating to or arising under the Notes against the Trust or
otherwise with respect to such preference payment, or (ii) the date of
Receipt by the Insurer from the Indenture Trustee of the items referred to in
clauses (A), (B) and (C) above if, at least four Business Days prior to
such date of Receipt, the Insurer shall have Received written notice from the
Indenture Trustee that such items were to be delivered on such date and such
date was specified in such notice. Such payment shall be disbursed to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order and not to the Indenture Trustee or any Noteholder directly (unless a
Noteholder has previously paid such amount to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, in which case
such payment shall be disbursed to the Indenture Trustee for distribution to
such Noteholder upon proof of such payment reasonably satisfactory to the
Insurer). In connection with the foregoing, the Insurer shall have the rights
provided pursuant to Section 5.07 of the Indenture, including, without
limitation, the right to direct all matters relating to any preference claim
and subrogation to the rights of the Indenture Trustee and each Noteholder in
the conduct of any proceeding with respect to a preference claim.


          Section
4.02 Effect of Payments by the Insurer; Subrogation. Anything herein to
the contrary notwithstanding, any payment with respect to principal of or
interest on any of the Notes which are made with moneys received pursuant to
the terms of the Policy shall not be considered payment of such Notes, as
applicable, from the Trust and shall not result in the payment of or the
provision for the payment of the principal of or interest on such Notes, as
applicable, within the meaning of Section 5.01 herein. The Seller, the
Depositor, the Servicer and the Indenture Trustee acknowledge, and each Holder
by its acceptance of a Note agrees, that without the need for any further
action on the part of the Insurer, the Seller, the Depositor, the Servicer, the
Indenture Trustee or the Certificate Registrar (a) to the extent the Insurer
makes payments, directly or indirectly, on account of principal of or interest
on any Notes to the Holders of such Notes, the Insurer will be fully subrogated
to the rights of such Holders to receive such principal and interest, as
applicable, from the Trust and (b) the Insurer shall be paid such principal and
interest but only from the sources and in the manner provided herein and in the
Insurance Agreement for the payment of such principal and interest.


77






          The Indenture
Trustee and the Servicer shall cooperate in all respects with any reasonable
request by the Insurer for action to preserve or enforce the Insurer’s rights
or interests under this Agreement without limiting the rights or affecting the
interests of the Holders of the Notes as otherwise set forth herein.


ARTICLE V.


PRIORITY OF DISTRIBUTIONS; STATEMENTS TO

NOTEHOLDERS; RIGHTS OF NOTEHOLDERS


          Section
5.01 Distributions.


          (a)
Distributions on the Notes. On each Payment Date, the Indenture Trustee,
shall distribute out of the Payment Account, Available Funds net of the
Servicing Fee (which shall be paid or withdrawn by the Servicer), payment to
the Owner Trustee for services rendered pursuant to the Trust Agreement (which
shall be paid to the Owner Trustee), Early Termination Fees (which are
distributable only to the holders of the Class L Certificates), the
Indenture Trustee Expense Amount (which shall be paid to the Indenture
Trustee), the following amounts and in the following order of priority to the
following Persons (based on the information set forth in the Servicing
Certificate):


	
   

  	
   

  
	
   

  	
  I. From Net
  Available Funds, the Floating Allocation Percentage of the Interest
  Collections and the Maximum Principal Payment:

  
	
   

  	
   

  
	
   

  	
            (i)
  to the Insurer, the Premium Amount with respect to the Notes for such Payment
  Date;

  
	
   

  	
   

  
	
   

  	
            (ii)
  to the Noteholders, the Interest Payment Amount with respect to the Notes for
  such Payment Date;

  
	
   

  	
   

  
	
   

  	
            (iii)
  to the Noteholders, the Note Principal Payment Amount for such Payment Date,
  until the Note Principal Amount of the Notes has been reduced to zero;

  
	
   

  	
   

  
	
   

  	
            (iv)
  to the Noteholders, as a payment of principal, in the following order,
  (a) the Investor Charge-Off Amounts for that Payment Date and (b) the
  Investor Charge-Off Amounts for all preceding Payment Dates that were not
  subsequently funded by the Floating Allocation Percentage of the Interest
  Collections, overcollateralization or draws under the Policy in respect of an
  Overcollateralization Deficit until the Note Principal Amount of the Notes
  has been reduced to zero;

  
	
   

  	
   

  
	
   

  	
            (v)
  to the Insurer, the Reimbursement Amount, if any, then due to it;

  



78







	
   

  	
   

  
	
   

  	
            (vi)
  to the Noteholders, the Accelerated Principal Payment for the Notes on such
  Payment Date, if any until the Note Principal Amount of the Notes has been
  reduced to zero;

  
	
   

  	
   

  
	
   

  	
            (vii)
  to the Servicer, to pay certain amounts that may be required to be paid to
  the Servicer (including expenses associated with the transition to any new
  servicer) and not previously reimbursed pursuant to the terms of this
  Agreement;

  
	
   

  	
   

  
	
   

  	
            (viii)
  to the Noteholders to pay current Deferred Interest and any previously
  unreimbursed Deferred Interest for any prior Payment Date and interest
  thereon at the Note Rate (determined for this purpose without regard to the
  Maximum Rate); and

  
	
   

  	
   

  
	
   

  	
            (ix)
  pari
  passu, (a) to the Indenture Trustee, any unreimbursed expenses due
  and owing to the Indenture Trustee and not otherwise previously paid on such
  Payment Date, and (b) to the Owner Trustee, any unpaid fees and unreimbursed
  expenses due and owing to the Owner Trustee and not otherwise previously paid
  on such Payment Date.

  
	
   

  	
   

  
	
   

  	
  II. To the
  Owner Trustee, amounts remaining in the Payment Account after all amounts
  distributable under Section 5.01(a)(I) have been made, to be deposited
  in the Certificate Account for payment to the Certificateholders as set forth
  in Section 3.11 of the Trust Agreement.

  



          (b)
Early Termination Fees. On each Distribution Date, an amount equal to
all Early Termination Fees received during the related Collection Period
together with the amounts paid in respect thereof pursuant to Section 3.13
will be distributed to the holders of the Class L Certificates. The
payment of the foregoing amounts to the Holders of the Class L
Certificates shall not reduce the Certificate Principal Balances thereof.


          (c)
Method of Distribution. The Indenture Trustee shall make payments and
distributions in respect of a Payment Date to the Noteholders and the
Certificateholders of record on the related Record Date (other than as provided
in Section 8.01 respecting the final payment) by check or money order
mailed to such Noteholders and Certificateholders at the address appearing in
the Note Register and the Certificate Register, respectively, or upon written
request by a Noteholder or Certificateholder, as applicable, delivered to the
Indenture Trustee at least five Business Days prior to such Record Date, by
wire transfer, or by such other means of payment as such Noteholder or
Certificateholder and the Indenture Trustee shall agree. Distributions among
Noteholders and the Certificateholders shall be made in proportion to the
Percentage Interests evidenced by the Notes held by such Noteholder and the
Percentage Interests evidenced by the Certificates held by such
Certificateholders.


79






          (d)
Payments on Book-Entry Notes. Each payment with respect to a Book-Entry
Note shall be paid to the Depository, which shall credit the amount of such
payment to the accounts of its Depository Participants in accordance with its
normal procedures. Each Depository Participant shall be responsible for
disbursing such payment to the Notes that it represents and to each indirect
participating brokerage firm (a “brokerage firm” or “indirect participating
firm”) for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Note Owners that it represents. All such credits and
disbursements with respect to a Book-Entry Note are to be made by the
Depository and the Depository Participants in accordance with the provisions of
the Notes. None of the Indenture Trustee, the Note Registrar, the Seller, the
Insurer, the Trust or the Servicer shall have any responsibility therefor
except as otherwise provided by applicable law.


          Section
5.02 Calculation of the Note Rate. With respect to the Notes, on the
second LIBOR Business Day immediately preceding each Payment Date, the
Indenture Trustee shall determine LIBOR for the Interest Period commencing on
such Payment Date and inform the Servicer (at the facsimile number given to the
Indenture Trustee in writing) of such rates. On or prior to each Payment Date,
the Indenture Trustee shall determine the applicable Note Rate for the
following Interest Accrual Period.


          Section
5.03 Servicing Certificate and Statement to Noteholders.


          (a)
Not later than 12:00 noon, New York time, on the Determination Date prior to
the related Payment Date, the Servicer shall deliver to the Indenture Trustee,
the Paying Agent, the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer) and the Depositor an
electronic file, in the form agreed to by the Servicer and the Indenture
Trustee, containing the information needed to determine the payments to be made
pursuant to Section 5.01, the information needed by the Indenture Trustee
to complete the Statement to Noteholders with respect to the Mortgage Loans on
an aggregate basis as of the end of the preceding Collection Period and such
other information as the Indenture Trustee shall reasonably require (the “Servicing
Certificate”). 


          (b)
Not later than 12:00 noon, New York time, on each Payment Date, the Indenture
Trustee shall make available on its website to the Depositor, the Insurer (so
long as the Notes are Outstanding or any Reimbursement Amounts remain due and
owing to the Insurer), the Servicer, the Paying Agent, and the Insurer, a
statement (the “Statement to Noteholders”) containing the information
set forth in Exhibit Q with respect to such Payment Date:


          The
Indenture Trustee shall make available the Statement to Noteholders via its
website (https://www.TSS.db.com/invr) on the related Payment Date. The
Indenture Trustee may fully and conclusively rely upon and shall have no
liability with respect to information provided by the Servicer.


80






          (b)
Within 90 days, or such shorter period as may be required by statute or
regulation, after the end of each calendar year, the Indenture Trustee shall
have prepared and shall make available to each Person who at any time during
the calendar year was a Noteholder or Certificateholder of record, and make
available to Security Owners (identified as such by the Clearing Agency) in
accordance with applicable regulations, a report summarizing the items provided
to the such Noteholders or Certificateholders pursuant to Section 5.03(a)
on an annual basis as may be required to enable such Holders to prepare their
federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Securities and information
regarding the expenses of the Trust. The Servicer shall provide the Indenture
Trustee with such information as is necessary for the Indenture Trustee to
prepare such reports.


          The
Indenture Trustee shall furnish any other information that is required by the
Code and regulations thereunder to be made available to the Noteholders or
Certificateholders. The Servicer shall provide the Indenture Trustee with such
information as is necessary for the Indenture Trustee to prepare such reports (and
the Indenture Trustee may rely solely upon such information).


          (c)
The Indenture Trustee shall furnish to each Noteholder, Certificateholder and
to the Insurer (if requested in writing), during the term of this Agreement,
such periodic, special or other reports or information (so long as the
Indenture Trustee has such information), whether or not provided for herein, as
shall be necessary, reasonable or appropriate with respect to the Noteholder,
Certificateholder or the Insurer, as the case may be, or otherwise with respect
to the purposes of this Agreement, all such reports or information to be
provided by and in accordance with such applicable instructions and directions
(if requested in writing) as the Noteholder, Certificateholder or the Insurer,
as the case may be, may reasonably require; provided that the Indenture Trustee
shall be entitled to be reimbursed by such Noteholder, Certificateholder or the
Insurer, as the case may be, for its fees and actual expenses associated with
providing such reports, if such reports are not generally produced in the
ordinary course of their respective businesses or readily obtainable.


          (d)
Reports and computer tapes furnished by the Servicer pursuant to this Agreement
shall be deemed confidential and of a proprietary nature, and shall not be
copied or distributed except to the extent provided in this Agreement and to
the extent required by law or to the Rating Agencies, the Depositor, the
Insurer’s attorneys, reinsurers, parent, regulators, liquidity providers and
auditors and to the extent the Servicer instructs the Indenture Trustee in
writing to furnish information regarding the Trust or the Mortgage Loans to
third-party information providers; notwithstanding anything herein to the
contrary, the foregoing shall not be construed to prohibit (i) disclosure of
any and all information that is or becomes publicly known, or information
obtained by Indenture Trustee from sources other than the other parties hereto,
(ii) disclosure of any and all information (A) if required to do so by any
applicable law, rule or regulation, (B) to any government agency or regulatory
body having or claiming authority to regulate or oversee any respects of
Indenture Trustee’s business or that of its affiliates, (C) pursuant to
any subpoena, civil investigative demand or similar demand or request of any
court, regulatory authority, arbitrator or arbitration to which Indenture
Trustee or any affiliate or an officer, 


81






director,
employer or shareholder thereof is a party or (D) to any affiliate, independent
or internal auditor, agent, employee or attorney of Indenture Trustee having a
need to know the same, provided that the Indenture Trustee advises such
recipient of the confidential nature of the information being disclosed or
(iii) any other disclosure authorized by the Transaction Documents, the
Depositor, the Seller or the Servicer. No Person entitled to receive copies of
such reports or tapes or lists of Noteholders or Certificateholders shall use
the information therein for the purpose of soliciting the customers of the
Seller or for any other purpose except as set forth in this Agreement.


          Section
5.04 Other Receipts. To the extent that the Indenture Trustee receives
any amounts on behalf of the Trust that are not otherwise part of the Interest
Collections or Principal Collections or Insured Payments, the Indenture Trustee
shall distribute such amounts to the Servicer on the following Payment Date.


          Section
5.05 Payment Account. The Indenture Trustee shall establish a separate
non-interest bearing trust account (the “Payment Account”) designated
“Deutsche Bank National Trust Company, as Indenture Trustee, in trust for the
registered holders of the IndyMac Asset-Backed Notes, Series 2007-H1.” The
Payment Account shall be an Eligible Account. The Indenture Trustee shall
invest or cause the institution maintaining the Payment Account to invest the
funds in the Payment Account, other than any funds that were drawn on the
Policy in respect of Insured Payments, in Eligible Investments designated in
the name of the Indenture Trustee for the benefit of the Noteholders, which
shall mature or be payable on demand or on or prior to such Payment Date. All
income and gain realized from any such investment shall be for the benefit of
the Indenture Trustee and shall be subject to its withdrawal or order from time
to time. The amount of any losses incurred in respect of any such investments
shall be deposited in the Payment Account by the Indenture Trustee out of its
own funds immediately as realized without any right of reimbursement. The
Indenture Trustee shall deposit any amounts representing payments on and any
collections in respect of the Mortgage Loans received by it immediately
following receipt thereof to the Payment Account including, without limitation,
all amounts (i) withdrawn by the Servicer from the Collection Account
pursuant to Section 3.03 herein for deposit to the Payment Account, (ii)
any amount, required to be deposited by the Indenture Trustee in connection
with any losses on funds in the Payment Account and Preference Amounts (to the
extent paid to the Indenture Trustee) and (iii) drawn under the Policy in
respect of Insured Payments.


          Section
5.06 Reserve Account


          (a)
The Indenture Trustee shall establish and maintain an account (the “Reserve
Account”) entitled “Reserve Account, Deutsche Bank National Trust Company, as
Indenture Trustee, in trust for the benefit of the Holders of the IndyMac Home
Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1 Asset-Backed
Certificates, Class L” The Reserve Account shall be an Eligible Account.


82






          (b)
If the existing Reserve Account ceases to be an Eligible Account, the Indenture
Trustee shall establish a new Reserve Account that is an Eligible Account
within 10 Business Days and transfer all funds and investment property on
deposit in such existing Reserve Account into such new Reserve Account. The
Reserve Account shall relate solely to the Notes and the Certificates and funds
therein shall be held separate and apart from and shall not be commingled with
any other monies including, without limitation, other monies of the Indenture
Trustee held under this Agreement. The Indenture Trustee shall make withdrawals
from the Reserve Account only for the following purposes:


	
   

  	
   

  
	
   

  	
            (i)
  to pay such amounts required to be paid pursuant to Section 2.01(d) of
  this Agreement; and

  
	
   

  	
   

  
	
   

  	
            (ii)
  to withdraw amounts deposited in the Reserve Account in error.

  



          Section
5.07 The Certificate Account


          (a)
The Administrator, for the benefit of the Certificateholders, shall establish
and maintain in the name of the Owner Trustee on behalf of the
Certificateholders an account (the “Certificate Account”) entitled “Certificate
Account, Deutsche Bank National Trust Company, as Administrator, in trust for
the holders of IndyMac Home Equity Mortgage Loan-Asset Backed Trust Series
2007-H1, Certificates.”


          (b)
On each Payment Date, the Indenture Trustee shall withdraw from the Payment
Account all amounts required to be deposited in the Certificate Account
pursuant to Section 5.01 and remit such amount to the Owner Trustee or the
Administrator for deposit into the Certificate Account. On each Payment Date,
the Owner Trustee or the Administrator shall distribute all amounts on deposit
in the Certificate Account to the Certificateholders in respect of the
Certificates as provided in the Trust Agreement. On the Payment Date on which
the Note Principal Amount is reduced to zero, the Administrator shall
distribute all amounts remaining on deposit in the Certificate Account to the
Certificateholders in respect of the Certificates in order to clear and
terminate the Certificate Account in connection with the termination of this
Agreement.


          (c)
All distributions made on the Certificates shall be made by wire transfer of
immediately available funds to the account of such Certificateholders. The
final distribution on the Certificates will be made in like manner, but only
upon presentment and surrender of such Certificates at the location specified
in the notice to the Certificateholders of such final distribution.


83






          Section
5.08 Rapid Amortization Event. The occurrence of any one of the
following events (each, a “Rapid Amortization Event”): 


          (a)
default in the payment of any interest on the Notes when the same becomes due
and payable or the failure to pay any installment of principal on the Notes in
accordance with Section 5.01 and such default continues for a period of
two Business Days, or a failure to pay the entire Note Principal Amount of the
Notes when the same becomes due and payable under the Indenture or on the Final
Scheduled Payment Date.


          (b)
failure on the part of the Trust, the Depositor, the Seller or the Servicer, as
the case may be, to observe or perform in any material respect any other
material covenants or agreements set forth in the Mortgage Loan Purchase
Agreement, this Agreement, the Indenture or the Trust Agreement, as the case
may be, which failure materially and adversely affects the Noteholders or the
Insurer and which continues unremedied for a period of 30 days after the date
on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Trust, the Depositor, the Servicer, or the Seller,
as the case may be, by the Indenture Trustee, or to the Trust, the Depositor,
the Servicer, or the Seller, as the case may be, by the Indenture Trustee or
the Insurer in accordance with Section 11.04 of the Indenture;


          (c)
the Trust or the Depositor files a petition to take advantage or otherwise
voluntarily commences a case or proceeding under any applicable bankruptcy,
insolvency, reorganization or other similar statute;


          (d)
a decree or order of a court of agency or supervisory authority having
jurisdiction in the premises in an involuntary case under any present or future
federal or state bankruptcy, insolvency or similar law or the appointment of a
conservator or receiver or liquidator or other similar official in any
bankruptcy, insolvency or similar proceedings for the winding-up or liquidation
of its affairs, is entered against the Trust or the Depositor;


          (e)
the Trust becomes subject to regulation by the SEC as an “investment company”
within the meaning of the Investment Company Act of 1940, as amended;


          (f)
any draw is made under the Policy and remains unreimbursed for 90 days; 


          (g)
the Trust loses its status as one or more REMICs and such loss in status results
in the imposition of an entity level tax on the Trust; or


          (h)
the rights and obligations of the Servicer under this Agreement are terminated
by the Insurer following an Insurance Agreement Event of Default or an Event of
Servicer Termination has occurred.


84






          In
the case of any event described in clauses (a), (b), (e), (f), (g) or (h)
above, a Rapid Amortization Event will be deemed to have occurred only if,
after the applicable grace period, if any, described in this Agreement, the
Insurer, or if any Insurer Default has occurred and is continuing, the
Indenture Trustee or Holders holding Notes evidencing more than 50% of the Note
Principal Amount of the Notes, by written notice to the Trust, the
Insurer, the Seller and the Servicer (and to the Indenture Trustee, if given by
the Noteholders or the Insurer) declare that a Rapid Amortization Event has
occurred as of the date of such notice.


          If
a Rapid Amortization Event occurs due to the occurrence of an event described
in either clause (c) or (d) above, a Rapid Amortization Event will
automatically occur. 


          The
Indenture Trustee or the Servicer will be obligated to provide notice to the
Insurer of the occurrence of an event described in clauses (a) through (h) above.



          Following
the occurrence of a Rapid Amortization Trigger Event, 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) shall have
the right to direct the Indenture Trustee, and the Indenture Trustee or its
designated agent shall have the right if an Insurer Default has occurred and is
continuing, to sell, dispose of or otherwise liquidate the Collateral with
respect to the Mortgage Loans in a commercially reasonable manner and on
commercially reasonable terms. 


          With
respect to the Notes, the net proceeds of such sale will be paid 


	
   

  	
   

  
	
   

  	
            (i)
  first, pro rata to the
  Indenture Trustee, the Indenture Trustee Expense Amount (without regard to
  the caps included in the definition of Indenture Trustee Expense Amount) and
  to the Owner Trustee any unpaid fees due and owing to it, 

  
	
   

  	
   

  
	
   

  	
            (ii)
  second, the Floating Allocation Percentage of any remaining sale proceeds, to
  the Holders of the Notes, insofar as may be necessary to reduce the Note
  Principal Amount, together with all accrued and unpaid interest due thereon,
  to zero, 

  
	
   

  	
   

  
	
   

  	
            (iii)
  third, the Floating Allocation Percentage of any remaining sale proceeds, to
  reimburse the Insurer to the extent of unreimbursed draws under the Policy
  and other amounts owing to the Insurer, including the Premium Amount,

  
	
   

  	
   

  
	
   

  	
            (iv)
  fourth, pro rata to the
  Indenture Trustee and the Owner Trustee, any unreimbursed expenses due and
  owing to them, and 

  
	
   

  	
   

  
	
   

  	
            (v)
  fifth, to the Owner Trustee, for deposit into the Certificate Account and
  distribution to the Certificateholders as set forth in Section 3.11 of
  the Trust Agreement.

  



85






          In
addition to the consequences of a Rapid Amortization Event discussed above, if
the Seller, the Depositor or the Servicer or any other their respective
affiliates voluntarily files a bankruptcy petition or goes into liquidation or
any person is appointed a receiver or bankruptcy trustee of such entity, on the
day of any such filing or appointment with respect to (i) the Seller, or any of
its Subsidiaries or Affiliates, no further Additional Balances will be
transferred to the Trust and the Seller, the Depositor or the Servicer, as
applicable, will promptly give notice of any such filing or appointment to the
Indenture Trustee and the Insurer (so long as the Notes are Outstanding or any
Reimbursement Amounts remain due and owing to the Insurer), (ii) the Servicer
or any of its Subsidiaries or Affiliates, no further Additional Balances
relating to Mortgage Loans serviced by such Servicer will be transferred to the
Trust and such Servicer will promptly give notice to the Indenture Trustee and
the Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer) of any such filing or appointment and
(iii) the Depositor or any of its Subsidiaries or Affiliates, the Depositor
will promptly give notice of any such filing or appointment to the Indenture
Trustee. Within 15 days, the Indenture Trustee shall notify the Holders of
the Notes of the occurrence of such event.


          Upon
the occurrence of a Rapid Amortization Trigger Event, the Seller shall only
receive payments in respect of the purchase price for any Additional Balance
from the Reserve Account, funded by the Holder of the Class L Certificate.
The Holder of the Class L Certificate will be reimbursed for such payments
to the extent of available funds distributed on the Class L Certificate.


          Section
5.09 Indenture Trustee Fees and Indemnification Expenses. The Indenture
Trustee shall be entitled to receive the Indenture Trustee Fee on each Payment
Date. The Indenture Trustee also shall be entitled to receive payment of all expenses
and indemnities due to it pursuant to Section 9.03.


ARTICLE VI.


THE SELLER, THE SERVICER AND THE DEPOSITOR


          Section
6.01 Liability of the Seller, the Servicer and the Depositor. The
Seller, the Depositor and the Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically imposed upon and undertaken
by the Seller, the Depositor or Servicer, as the case may be, herein.


          Section
6.02 Merger or Consolidation of, or Assumption of the Obligations of, the
Seller, the Servicer or the Depositor. Any corporation into which the
Seller, the Servicer or the Depositor may be merged or consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Seller, the Servicer or the Depositor shall be a party, or any corporation
succeeding to the business of a Seller, the Servicer or the Depositor shall be
the successor of the Seller, the Servicer or the Depositor, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor Servicer 


86






shall satisfy
all the requirements of Section 7.02 with respect to the qualifications of
a successor Servicer, and such merger, conversion or consolidation could not be
reasonably expected to result in a Material Adverse Change with respect to the
Servicer, unless approved by the Insurer (which approval shall not be
unreasonably withheld).


          Section
6.03 Limitation on Liability of the Seller, the Depositor, the Servicer and
Others. None of the Seller, the Depositor or the Servicer nor any of the
directors or officers or employees or agents of the Seller, the Depositor or
the Servicer shall be under any liability to the Trust, the Noteholders or the
Certificateholders for any action taken or for refraining from the taking of
any action by the Seller, the Depositor or the Servicer in good faith pursuant
to this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Seller, the Depositor or the Servicer or any
such Person against any liability which would otherwise be imposed by reason of
its willful misfeasance, bad faith or negligence in the performance of duties
of the Seller, the Depositor or the Servicer or by reason of its reckless
disregard of its obligations and duties of the Seller, the Depositor or the
Servicer hereunder; provided, further, that this provision shall not be
construed to entitle the Seller, the Depositor or the Servicer to indemnity in
the event that amounts advanced by the Seller, the Depositor or the Servicer to
retire any senior lien exceeding Net Recoveries realized with respect to the
related Mortgage Loan. The Seller, the Depositor or the Servicer and any
director or officer or employee or agent of the Seller, the Depositor or the
Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Seller, the Depositor or the Servicer and any director or
officer or employee or agent of the Seller, the Depositor or the Servicer shall
be indemnified by the Trust and held harmless against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Notes or the Certificates, other than any loss, liability or expense
related to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) and any loss, liability or expense incurred by reason of its willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of its reckless disregard of obligations and duties hereunder; and
such amounts shall be payable only pursuant to Section 5.01. None of the
Seller, the Depositor or the Servicer shall be under any obligation to appear
in, prosecute or defend any legal action that is not incidental to their respective
duties hereunder and which in its opinion may involve it in any expense or
liability; provided, however, the Seller, the Depositor or the Servicer may
with the consent of the Insurer (which consent shall not be unreasonably
withheld) undertake any such action which it may deem necessary or desirable in
respect of this Agreement, and the rights and duties of the parties hereto and
the interests of the Noteholders hereunder. In such event, the reasonable legal
expenses and costs of such action and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust and the Servicer shall be
entitled to be reimbursed therefor only pursuant to Section 5.01. The
Servicer’s right to indemnity or reimbursement pursuant to this Section 6.03
shall survive any resignation or termination of the Servicer pursuant to
Section 6.04 or 7.01 below with respect to any losses, expenses, costs or
liabilities arising prior to such resignation or termination (or arising from
events that occurred prior to such resignation or termination).


87






          Section
6.04 Servicer Not to Resign. Subject to the provisions of
Section 6.02 above, the Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that the performance
of its obligations or duties hereunder are no longer permissible under
applicable law or are in material conflict by reason of applicable law with any
other activities carried on by it or its subsidiaries or Affiliates, the other
activities of the Servicer so causing such a conflict being of a type and
nature carried on by the Servicer or its subsidiaries or Affiliates at the date
of this Agreement or (ii) upon satisfaction of the following conditions: (a)
the Servicer has proposed a successor servicer in writing and such proposed
successor servicer is reasonably acceptable to the Indenture Trustee; (b) each
Rating Agency shall have delivered a letter to the Indenture Trustee prior to
the appointment of the successor servicer stating that the proposed appointment
of such successor servicer as Servicer hereunder will not result in the
reduction or withdrawal of the then current rating of the Notes without regard
to the Policy; and (c) such proposed successor servicer is reasonably
acceptable to the Insurer, as evidenced by a letter to the Indenture Trustee;
provided, however, that no such resignation by the Servicer shall become
effective until such successor servicer or, in the case of (i) above, the
Indenture Trustee shall have assumed the Servicer’s responsibilities and
obligations hereunder or the Indenture Trustee shall have designated a
successor servicer in accordance with Section 7.02 below. Any such
resignation shall not relieve the Servicer of responsibility for any of the
obligations specified in Sections 7.01 and 7.02 below as obligations that
survive the resignation or termination of the Servicer. Any such determination
permitting the resignation of the Servicer pursuant to clause (i) above shall
be evidenced by an Opinion of Counsel to such effect delivered to the Indenture
Trustee and the Insurer.


          Section
6.05 Delegation of Duties. In the ordinary course of business, the
Servicer at any time may delegate any of its duties hereunder to any Person,
including any of its Affiliates, who agrees to conduct such duties in
accordance with standards comparable to those set forth in Section 3.01
herein. Such delegation shall not relieve the Servicer of its liabilities and
responsibilities with respect to such duties and shall not constitute a resignation
within the meaning of Section 6.04 above. The Servicer shall provide the
Insurer and the Indenture Trustee with written notice prior to the delegation
of any of its duties to any Person other than any of the Servicer’s Affiliates
or their respective successors and assigns (provided that the Servicer may
retain agents and contractors in accordance with Acceptable Servicing
Practices), and the Insurer shall have consented to the appointment of any
Subservicer to the extent required by Section 3.01 hereof.


          Section
6.06 Indemnification of the Trust by the Servicer. The Servicer shall
indemnify and hold harmless the Trust, the Indenture Trustee and the Insurer
and its officers, directors, agents and employees from and against any loss,
liability, expense, damage or injury suffered or sustained by reason of the
Servicer’s willful misfeasance, bad faith or gross negligence in the
performance of its activities in servicing or administering the Mortgage Loans
pursuant to this Agreement, including, but not limited to, any judgment, award,
settlement, reasonable fees of, counsel of its selection and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim related to the Servicer’s misfeasance, bad faith or
gross negligence. Any such indemnification shall not be payable from the assets
of the Trust. The provisions of this indemnity shall run directly to and be
enforceable by an injured party subject to the limitations hereof. The
provisions of this Section 6.06 shall 


88






survive
termination of the Agreement or the earlier of the resignation or removal of
the Indenture Trustee. 


ARTICLE VII.


SERVICER TERMINATION


          Section
7.01 Events of Servicer Termination. 


          (a)
If any one of the following events (each, an “Event of Servicer Termination”)
shall occur and be continuing:


	
   

  	
   

  
	
   

  	
            (i)
  Any failure by the Servicer to furnish to the Indenture Trustee the Mortgage
  Loan data sufficient to prepare the reports described in Sections 3.19
  or 5.03 which continues unremedied for a period of two (2) Business Days
  after the date upon which written notice of such failure shall have been
  given to the Servicer by the Indenture Trustee or to the Servicer and the
  Indenture Trustee by 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, if (i) the Notes are no longer
  Outstanding and no amounts remain due and owing to the Insurer or (ii) an
  Insurer Default has occurred and is continuing, by Holders of not less than
  25% of the Note Principal Amount of the Notes; or

  
	
   

  	
   

  
	
   

  	
            (ii)
  Any failure on the part of the Servicer duly to observe or perform in any
  material respect any other of the covenants or agreements on the part of the
  Servicer contained in this Agreement which continues unremedied for a period
  of 30 days after the date on which written notice of such failure, requiring
  the same to be remedied, shall have been given to the Servicer by the
  Indenture Trustee or to the Servicer and the Indenture Trustee by the
  Majority Securityholders or the Insurer; or

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
            (v)
  The Servicer shall be dissolved, or shall dispose of all or substantially all
  of its assets, or consolidate with or merge into another entity or shall
  permit another entity to consolidate or merge into it, such that the resulting
  entity does not meet the criteria for a successor servicer as specified
  herein; or

  



89







	
   

  	
   

  
	
   

  	
            (vi)
  If a representation or warranty set forth in Section 2.03 hereof shall
  prove to be incorrect as of the time made in any respect that materially and
  adversely affects the interests of the Securityholders or the Insurer, and
  the circumstance or condition in respect of which such representation or
  warranty was incorrect shall not have been eliminated or cured within 30 days
  after the date on which written notice of such incorrect representation or
  warranty shall have been given to the Servicer by the Indenture Trustee, or
  to the Servicer and the Indenture Trustee by the Controlling Party; or

  
	
   

  	
   

  
	
   

  	
            (vii)
  A sale or pledge of any of the rights of the Servicer hereunder or an
  assignment of this Agreement by the Servicer or a delegation of the rights or
  duties of the Servicer hereunder shall have occurred in any manner not
  otherwise permitted hereunder and without the prior written consent of the
  Controlling Party; or

  
	
   

  	
   

  
	
   

  	
            (viii)
  After receipt of notice from the Indenture Trustee, any failure of the
  Servicer to remit to the Indenture Trustee any payment required to be made to
  the Indenture Trustee for the benefit of Noteholders and the
  Certificateholders or to the Insurer under the terms of this Agreement on any
  Servicer Remittance Date which failure continues unremedied for a period of
  two (2) Business Days after the date upon which notice of such failure shall
  have been given to the Servicer by the Indenture Trustee 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).

  



          If
an Event of Servicer Termination described in clauses (i) through (viii) of
this Section 7.01 shall occur, then, in each and every case, subject to
applicable law, so long as any such Event of Servicer Termination shall not
have been remedied within any period of time prescribed by this Section 7.01,
the Indenture Trustee, by notice in writing to the Servicer may, with the
consent of the Insurer, and shall at the direction of the Insurer (or if an
Insurer Default has occurred and is continuing, at the direction of the
Noteholders evidencing not less than 66-2/3% of the aggregate Note Principal
Amount of the Notes), terminate all of the rights and obligations of the
Servicer hereunder and in and to the Mortgage Loans and the proceeds thereof. 


          On
or after the receipt by the Servicer of such written notice, all authority and
power of the Servicer, and only in its capacity as Servicer under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
to and be vested in the Indenture Trustee pursuant to and under the terms of
this Agreement; and the Indenture Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the defaulting Servicer as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents or
otherwise. The defaulting Servicer agrees to cooperate with the Indenture
Trustee in effecting the termination of the defaulting Servicer’s
responsibilities and rights hereunder as Servicer including, without
limitation, notifying the Subservicers of the assignment of the master
servicing function and providing the Indenture Trustee or its designee all
documents and records in electronic or other form reasonably requested by it to
enable the Indenture Trustee or its designee to assume the defaulting
Servicer’s functions hereunder and the transfer to the 


90






Indenture
Trustee for administration by it of all amounts which shall at the time be or
should have been deposited by the defaulting Servicer in the Collection Account
maintained by such defaulting Servicer and any other account or fund maintained
with respect to the Securities or thereafter received with respect to the
Mortgage Loans. The Servicer being terminated shall bear all costs of a
servicing transfer, including but not limited to those of the Indenture Trustee
reasonably allocable to specific employees and overhead, legal fees and
expenses, accounting and financial consulting fees and expenses, and costs of
amending the Agreement, if necessary.


          Notwithstanding
any termination of the Servicer hereunder, the Servicer shall be entitled to
receive, on a first in-first out basis, out of any late collection of a Monthly
Payment on a Mortgage Loan that was due prior to the notice terminating the
Servicer’s rights and obligations as the Servicer hereunder and received after
such notice, that portion of the Servicing Fee thereof or any unreimbursed
Servicing Advance made by the terminated Servicer relating to such Mortgage
Loan; provided however such right of reimbursement shall be net of any amounts
owed by the terminated Servicer and required to be reimbursed pursuant to
Section 3.01(f) hereof.


          (b)
In addition, upon the occurrence of any Insurance Agreement Event of Default,
as defined herein, and upon the direction of the Insurer in connection
therewith (so long as the Notes are outstanding or Reimbursement Amounts remain
due and owing to the Insurer and no Insurer Default has occurred and is
continuing), the Indenture Trustee shall terminate the rights and
responsibilities of the Servicer hereunder and shall appoint a successor
Servicer in accordance with the provisions of Section 7.02.


          Section
7.02 Indenture Trustee to Act; Appointment of Successor. 


          (a)
On and after the time the Servicer receives a notice of termination pursuant to
Section 7.01 or resigns pursuant to 6.04 herein, the Indenture Trustee or
another successor Servicer satisfactory to the Insurer shall be the successor
in all respects to the Servicer in its capacity as servicer under this
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof. As compensation
therefor, the Indenture Trustee shall be entitled to such compensation as the
Servicer would have been entitled to hereunder if no such notice of termination
had been given. Notwithstanding the above, (i) if the Indenture Trustee is
unwilling to act as successor Servicer, or (ii) if the Indenture Trustee is
legally unable so to act, the Indenture Trustee shall appoint or petition a
court of competent jurisdiction to appoint, or the Insurer can direct the
Indenture Trustee to appoint or petition a court of competent jurisdiction for
the appointment of, any established housing and home finance institution, bank
or other mortgage loan or home equity loan servicer having a net worth of not
less than $50,000,000 as the successor to the Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Servicer hereunder; provided that any such successor Servicer shall be
acceptable to the Insurer, as evidenced by the Insurer’s prior written consent
(which consent shall not be unreasonably withheld); and provided, further, that
the appointment of any such successor Servicer will not result in the
qualification, reduction or withdrawal of the ratings assigned to the Notes by
the Rating Agencies (without taking into 


91






account the
Policy). Pending appointment of a successor to the Servicer hereunder, unless
the Indenture Trustee is prohibited by law from so acting, the Indenture
Trustee shall act in such capacity as hereinabove provided. Notwithstanding
anything herein to the contrary, in no event shall the Indenture Trustee be
held liable for any Servicing Fee or for any differential in the amount
necessary to induce any successor servicer to act as successor servicer under
this Agreement and the transactions set forth or provided for therein. In
connection with such appointment and assumption, the successor shall be
entitled to receive compensation out of payments on Mortgage Loans in an amount
equal to the compensation which the Servicer would otherwise have received
pursuant to Section 3.09 herein (or such lesser compensation as the
Indenture Trustee and such successor may agree). The appointment of a successor
Servicer shall not affect any liability of the predecessor Servicer which may
have arisen under this Agreement prior to its termination as Servicer to pay
any deductible under any insurance policy obtained and maintained pursuant to
Section 3.05 herein or to indemnify the Trust and the Indenture Trustee
pursuant to Section 6.06), nor shall any successor Servicer be liable for
any acts or omissions of the predecessor Servicer or for any breach by such
Servicer of any of its representations or warranties contained herein or in any
related document or agreement. The Indenture Trustee and such successor shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.


          (b)
Any successor, including the Indenture Trustee, to the Servicer as servicer
shall during the term of its service as servicer (i) continue to service and
administer the Mortgage Loans for the benefit of the Trust, and (ii) maintain in
force an insurance policy or policies of insurance covering errors and
omissions in the performance of its obligations as Servicer hereunder and a
fidelity bond in respect of its officers, employees and agents to the same
extent as the Servicer maintained as of the date hereof, as the same may have
been increased from time to time. No successor servicer shall have the right to
retain and commingle payments on, and collections in respect of, the Mortgage
Loans with its own funds pursuant to Section 3.02(c) unless (i) consented
to in writing by the Insurer and (ii) such commingling will not result in a
downgrade, qualification or withdrawal of the then current ratings of the
Notes, without regard to the Policy, as evidenced in writing by each Rating
Agency.


          Section
7.03 Waiver of Defaults. While the Notes are outstanding, the Insurer or
the Majority Securityholders with the consent of 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
notice to the Indenture Trustee, on behalf of such Noteholders, waive any
events permitting removal of the Servicer as servicer pursuant to this Article
VII, provided, however, that the Insurer and the Majority Securityholders may
not waive a default in making a required payment on a Note without the consent
of 100% of the Holders of such Notes. Upon any waiver of a past default, such
default shall cease to exist and any Event of Servicer Termination arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Indenture Trustee to the Rating
Agencies.


92






          Once
the Notes are no longer outstanding and no Reimbursement Amounts are then due
and owing to the Insurer and no Insurer Default has occurred and is continuing,
the Majority Securityholders may by written notice to the Indenture Trustee, on
behalf of all Noteholders, waive any events permitting removal of the Servicer
as servicer pursuant to this Article VII. Upon any waiver of a past default,
such default shall cease to exist and any Event of Servicer Termination arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Indenture Trustee to the Rating
Agencies.


          Section
7.04 Notification to Noteholders. Upon any termination or appointment of
a successor to the Servicer pursuant to this Article VII or Section 6.04
above, the Indenture Trustee shall give prompt written notice thereof to the
Noteholders at their respective addresses appearing in the Note Register, the
Insurer and each Rating Agency.


ARTICLE VIII.


TERMINATION


          Section
8.01 Termination. 


          (a)
The respective obligations and responsibilities of the Seller, the Servicer,
the Depositor and the Indenture Trustee created hereby (other than the
obligation of the Indenture Trustee to make certain payments to the Noteholders
and distributions to the Certificateholders after the Final Scheduled Payment
Date, the indemnity obligations of the Servicer and the obligation of the
Servicer to send certain notices as hereinafter set forth) shall terminate upon
notice to the Indenture Trustee of the later of (A) payment in full of the
Notes and all amounts owing to the Insurer unless the Insurer shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan remaining in the Trust; (ii) the optional purchase by
the Servicer of the Mortgage Loans as described below and (iii) the Final
Scheduled Payment Date.


          (b)
On any Payment Date on which the Note Principal Amount, prior to giving effect
to payments on such date, is less than or equal to 10% of the aggregate Initial
Note Principal Amount (such date, the “Optional Redemption Date”), the
Servicer may, at its option, terminate this Agreement, subject to the consent
of the Insurer if (i) such termination will cause a draw on the Policy
which would remain unpaid after giving effect to the termination or
(ii) any Reimbursement Amounts remain due to the Insurer under the
Insurance Agreement, by purchasing, on such Payment Date, all of the
outstanding Mortgage Loans and all other property remaining in the Trust. The
purchase price will equal the Optional Redemption Price.


93









          In
connection with any such purchase pursuant to the preceding paragraph, the
Servicer shall deposit in the Payment Account all amounts then on deposit in
the Collection Account (less amounts permitted to be withdrawn by the Servicer
pursuant to Section 3.03), which deposit shall be deemed to have occurred
immediately preceding such purchase.


          Any
such purchase shall be accomplished by deposit into the Payment Account on the
Determination Date before such Payment Date of the Optional Redemption Price.


          (c)
Notice of any termination, specifying the Payment Date (which shall be a date
that would otherwise be a Payment Date) upon which the Noteholders may
surrender their Notes to the Indenture Trustee for payment of the final payment
and cancellation, shall be given promptly by the Indenture Trustee (upon
receipt of written directions from the Servicer, if the Servicer is exercising
its right to purchase the Mortgage Loans, given not later than the first day of
the month preceding the month of such final payment) to the Insurer and to the
Servicer by letter to such parties not earlier than the 15th day and not later
than the 25th day of the month next preceding the month of such final payment
specifying (i) the Payment Date upon which final payment on the Notes will be
made upon presentation and surrender of the Notes at the office or agency of
the Indenture Trustee 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 Notes at the office or agency of the Indenture Trustee therein
specified.


          (d)
Upon presentation and surrender of the Notes and the Certificates, the Indenture
Trustee shall cause to be paid to the Holders of the Notes and the Certificates
on the Payment Date for such final payment, in proportion to the Percentage
Interests and to the extent that funds are available for such purpose, an
amount equal to the amount required to be paid to the Noteholders and the
Certificateholders in the order of priority specified in and otherwise pursuant
to Section 5.01 for such Payment Date. On the final Payment Date, all amounts
on deposit in the Payment Account shall be applied in accordance with Sections
5.01(a) and (b).


          (e)
In the event that all of the Noteholders and the Certificateholders shall not
surrender their Notes or Certificates for final payment and cancellation on or
before such final Payment Date, the Indenture Trustee shall promptly following
such date cause all funds in the Payment Account not paid or distributed in
final payment to such Noteholder or Certificateholders to be withdrawn
therefrom and credited to the remaining Noteholders or Certificateholders by
depositing such funds in a separate non-interest bearing trust account (which
funds shall be held uninvested) for the benefit of such Noteholders or
Certificateholders and the Servicer (if the Servicer has exercised its right to
purchase the Mortgage Loans) or the Indenture Trustee (in any other case) shall
give a second written notice to the remaining Noteholders or Certificateholders
to surrender their Notes or Certificates for cancellation and receive the final
payment with respect thereto. 


          (f)
Upon payment of all amounts owed under the Policy and cancellation of the
Notes, the Indenture Trustee shall provide the Insurer notice of cancellation
of the Notes and surrender the Policy to the Insurer.


94






ARTICLE IX.


THE INDENTURE TRUSTEE


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


          Except
as provided in Section 2.01(e) and 2.01(l), the Indenture Trustee shall have no
responsibility for filing or recording any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the
perfection of any security interest or lien granted to it hereunder (unless the
Indenture Trustee shall have become the successor Servicer).


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


          Notwithstanding
anything to the contrary herein, in connection with its activities provided for
in this Agreement, the Indenture Trustee shall be entitled to the same rights,
protections, immunities and indemnities afforded to it under the terms of the
Indenture. 


          Section
9.02 Indenture Trustee May Own Notes. The Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of the Notes
and may transact business with the Seller, the Servicer and their affiliates,
with the same rights as it would have if it were not the Indenture Trustee.


          Section
9.03 Indenture Trustee’s Fees and Expenses. The Indenture Trustee Fee
shall be paid to the Indenture Trustee, as compensation for its activities
hereunder, pursuant to Section 5.01. The Indenture Trustee and any director,
officer, employee or agent of the Indenture Trustee shall be indemnified by the
Seller and held harmless against any loss, liability or expense (including
reasonable attorney’s fees and expenses) incurred in connection with any claim
or legal action relating to (a) this Agreement or the Insurance and Indemnity
Agreement, (b) the Notes or the Mortgage Loans, or (c) the performance of any
of the Indenture Trustee’s duties hereunder, other than any loss, liability or
expense incurred by reason of willful misfeasance, bad faith or negligence in
the performance of any of the Indenture Trustee’s duties


95






hereunder or
incurred by reason of any action of the Indenture Trustee taken at the
direction of the Insurer or (i) if the Notes are no longer Outstanding and no
Reimbursement Amounts remain due and owing to the Insurer or (ii) an Insurer
Default has occurred and is continuing, the Noteholders. Such indemnity shall
survive the termination of this Agreement or the resignation or removal of the
Indenture Trustee hereunder. Without limiting the foregoing, the Seller
covenants and agrees, and except for any such expense, disbursement or advance
as may arise from the Indenture Trustee’s negligence, bad faith or willful
misconduct, to pay or reimburse the Indenture Trustee, for all reasonable
expenses, disbursements and advances incurred or made by the Indenture Trustee
in accordance with any of the provisions of this Agreement with respect to: (A)
the reasonable compensation and the expenses and disbursements of its counsel
not associated with the closing of the issuance of the Notes, (B) the
reasonable compensation, expenses and disbursements of any accountant, engineer
or appraiser that is not regularly employed by the Indenture Trustee, to the
extent that the Indenture Trustee must engage such persons to perform acts or
services hereunder, (C) printing and engraving expenses in connection with
preparing any Definitive Notes and (D) any other reasonable expenses incurred
other than in the ordinary course of its business by the Indenture Trustee in connection
with its duties hereunder. Except as otherwise provided herein, the Indenture
Trustee shall not be entitled to payment or reimbursement for any routine
ongoing expenses incurred by the Indenture Trustee in the ordinary course of
its duties as Indenture Trustee hereunder or for any other expenses.


ARTICLE X.


MISCELLANEOUS PROVISIONS


          Section
10.01 Amendment


          (a)
This Agreement may be amended from time to time by the Depositor, the Trust,
the Servicer, the Indenture Trustee, without notice to or the consent of any of
the Holders of the Notes and the Holder of the Certificates, but (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) with the
consent of the Insurer, (i) to cure any ambiguity, (ii) to cause the provisions
herein to conform to or be consistent with or in furtherance of the statements
made with respect to the Securities, the Trust or this Agreement in any
Prospectus or Offering Document, or to correct or supplement any provision
herein which may be inconsistent with any other provisions herein or in any
other Transaction Document, (iii) to make any other provisions with respect to
matters or questions arising under this Agreement or (iv) to add, delete, or
amend any provisions to the extent necessary or desirable to comply with any
requirements imposed by the Code, ERISA and their related regulations. No such
amendment effected pursuant to the preceding sentence shall, (i) as evidenced
by an Opinion of Counsel (which shall be an expense of the party requesting
such amendment and shall not be an expense of the Trust) addressed to the
Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer), cause the imposition of any tax on any of
the REMICs created by the Trust Agreement or cause any of the REMICs created by
the Trust Agreement to fail to qualify as a REMIC at any time that the Notes
are outstanding, nor shall such amendment adversely affect in any material
respect the interests of any Holder, nor


96






(ii) adversely
affect the Insurer without the consent of the Insurer. Prior to entering into
any amendment without the consent of Holders pursuant to this paragraph, the Indenture
Trustee may require an Opinion of Counsel which shall also be addressed to the
Insurer (so long as the Notes are Outstanding or any Reimbursement Amounts
remain due and owing to the Insurer) (at the expense of the party requesting
such amendment) to the effect that such amendment is permitted under this
paragraph. Any such amendment shall be deemed not to adversely affect in any
material respect any Holder and the opinion to such effect will not be required
to be given, if the Indenture Trustee receives written confirmation from each
Rating Agency that such amendment will not cause such Rating Agency to reduce
the then current rating assigned to the Notes without taking into account the
Policy.


          (b)
This Agreement may also be amended from time to time by the Depositor, the
Trust, the Servicer and the Indenture Trustee with the consent of the Holders
of not less than 66-2/3% of the Note Principal Amount of the Notes, the Insurer
(so long as the Notes are Outstanding or any Reimbursement Amounts remain due
and owing to the Insurer) and of the Holders of not less than 66-2/3% of the
Class Principal Balance of the Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders; provided, however, that no
such amendment shall be made unless the Indenture Trustee and the Insurer (so
long as the Notes are Outstanding or any Reimbursement Amounts remain due and
owing to the Insurer) receive an Opinion of Counsel (which shall be an expense
of the party requesting such amendment and shall not be an expense of the
Trust), to the effect that such amendment will now adversely affect the tax
status of the REMICs created by the Trust Agreement; provided, further, that no such amendment
may (i) reduce in any manner the amount of, or delay the timing of, payments
which are required to be distributed on any Class of Securities or the Insurer,
without the consent of the Holders of such Class or the Insurer (so long as the
Notes are Outstanding or Reimbursement Amounts remain due and owing to the
Insurer) or (ii) reduce the aforesaid percentages of Note Principal Amount of
Notes or Class Principal Balance of Certificates, the Holders of which are
required to consent to any such amendment without the consent of the Holders of
100% of the Note Principal Amount of the Notes and 100% of the Class Principal
Balance of the Certificates affected thereby. For purposes of this paragraph,
references to “Holder” or “Holders” shall be deemed to include, in the case of
Book-Entry Notes, the related Note Owners.


          (c)
Promptly after the execution of any such amendment, the Indenture Trustee shall
furnish written notification of the substance of such amendment to each Holder,
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), the Depositor and to each Rating Agency.


          (d)
It shall not be necessary for the consent of Holders under this Section 10.01
to approve the particular form of any proposed amendment, but it shall be
sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution
thereof by Holders shall be subject to such reasonable regulations as the
Indenture Trustee may prescribe.


97






          Section
10.02 Recordation of Agreement. To the extent permitted by applicable
law, this Agreement, or a memorandum thereof if permitted under applicable law,
is subject to recordation in all appropriate public offices for real property
records in all of the counties or other comparable jurisdictions in which any
or all of the Mortgaged Properties are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the Servicer’s expense on direction of the Indenture Trustee acting
at the direction of the Controlling Party, but only when accompanied by an
opinion of counsel delivered by counsel to the Controlling Party to the effect
that such recordation materially and beneficially affects the interests of the
Noteholders or is necessary for the administration or servicing of the Mortgage
Loans.


          Section
10.03 Duration of Agreement. This Agreement shall continue in existence
and effect until terminated as herein provided.


          Section
10.04 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW (OTHER
THAN SECTION 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 


          Section
10.05 Notices. All demands, notices and communications hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by overnight mail, certified mail or registered mail,
postage prepaid, to: (i) in the case of the Seller, the Depositor and the
Servicer, c/o IndyMac Bank, F.S.B., 3465 East Foothill Boulevard, Pasadena,
California 91101, Attention: Treasurer, (ii) in the case of the Indenture
Trustee or the Trust, at the Corporate Trust Office, (iii) in the case of 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, (iv) in the case of Moody’s, 99 Church
Street, 6th Floor, New York, New York 10007 Attention: Residential Mortgage
Monitoring, (v) in the case of Standard & Poor’s, 55 Water Street, New
York, New York 10041, (vi) in the case of the Noteholders, as set forth in the
Note Register, and (vii) in the case of the Certificateholders, as set forth in
the Certificate Register. Any such notices shall be deemed to be effective with
respect to any party hereto upon the receipt of such notice by such party, except
that notices to the Noteholders and the Certificateholders shall be effective
upon mailing or personal delivery.


          Section
10.06 Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be held invalid for any
reason whatsoever, then such covenants, agreements, provisions or terms shall
be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability
of the other covenants, agreements, provisions or terms of this Agreement.


98






          Section
10.07 No Partnership. Nothing herein contained shall be deemed or
construed to create any partnership or joint venture between the parties hereto
and the services of the Servicer shall be rendered as an independent
contractor.


          Section
10.08 Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same Agreement.


          Section
10.09 Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the Servicer, the Seller, the Depositor, the Trust, the
Indenture Trustee, the Noteholders and the Certificateholders and their
respective successors and permitted assigns. The Insurer is an express third
party beneficiary of this Agreement. 


          Section
10.10 Headings. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed to
be part of this Agreement.


          Section
10.11 Reports to Rating Agencies. The Indenture Trustee shall provide to
each Rating Agency, upon request, copies of statements, reports and notices, to
the extent received or prepared by the Servicer hereunder, as follows:


	
 

	
 

	
 


	
 

	
          (i)
  copies of amendments to this Agreement;


	
 

	
 


	
 

	
          (ii)
  notice of any substitution or repurchase of any Mortgage Loans;


	
 

	
 


	
 

	
          (iii)
  notice of any termination, replacement, succession, merger or consolidation
  of either the Servicer or the Trust;


	
 

	
 


	
 

	
          (iv)
  notice of final payment on the Notes;


	
 

	
 


	
 

	
          (v)
  notice of any Event of Servicer Termination;


	
 

	
 


	
 

	
          (vi)
  copies of the annual independent auditor’s report delivered pursuant to
  Section 3.11 herein, and copies of any compliance reports delivered by the
  Servicer hereunder pursuant to Section 3.10 herein; and


	
 

	
 


	
 

	
          (vii)
  via access to the Indenture Trustee’s website, copies of any Statement to
  Noteholders pursuant to Section 5.03 herein.





99






          Section
10.12 Inconsistencies Among Transaction Documents. In the event certain
provisions of a Transaction Document conflict with the provisions of this Sale
and Servicing Agreement, the parties hereto agree that the provisions of this
Sale and Servicing Agreement shall be controlling.


          Section
10.13 Rights of the Insurer to Exercise Rights of Noteholders. By
accepting its Note, each Noteholder agrees that unless an Insurer Default
exists, the Insurer shall have the right to exercise all rights of the
Noteholders as specified under this Agreement as if it were a party hereto
without any further consent of the Noteholders. Any right conferred to the
Insurer hereunder shall be suspended and shall run to the benefit of the
Noteholders during any period in which there exists an Insurer Default.


          Section
10.14 Enforceability Rights of the Indenture Trustee. All rights
conferred and remedies made available to the Indenture Trustee under this
Agreement may be exercised and enforced by the Controlling Party.


          Section
10.15 Matters Regarding the Trust. The Trust’s power and authority to
effect transactions shall be limited to such transactions specifically provided
for in this Agreement or the Transaction Documents.


          Section
10.16 Reports to Insurer. The Seller, the Servicer and the Indenture
Trustee, as applicable, shall provide copies to the Insurer of all statements,
reports and notices delivered under this agreement to any other party hereto,
any Rating Agency or any Noteholder.


          Section
10.17 Matters Regarding the Indenture Trustee. It is expressly
understood and agreed by the parties that (a) this Agreement is executed and
delivered by Deutsche Bank National Trust Company, not individually or
personally, but solely as Indenture Trustee, in the exercise of the powers and
authority conferred and vested in it, pursuant to the Trust Agreement, (b) each
of the representations, undertakings and agreements herein made on the part of
the Trust is made and intended not as personal representations, undertakings
and agreements by Deutsche Bank National Trust Company but is made and intended
for the purpose for binding only the Trust, (c) nothing herein contained shall
be construed as creating any liability on Deutsche Bank National Trust Company,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any person claiming by, through or under the parties
hereto, and (d) under no circumstances shall Deutsche Bank National Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Agreement or any other related documents. The Indenture Trustee shall be
entitled to the same rights, protections, immunities and indemnities afforded
to it under the Indenture and the Administration Agreement.


100






          Section
10.18 Limitation of Owner Trustee Liability. It is expressly understood
and agreed by the parties that (a) this document is executed and delivered by
Wilmington Trust Company, not individually or personally, but solely as Owner
Trustee, in the exercise of the powers and authority conferred and vested in
it, pursuant to the Trust Agreement, (b) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Trust, (c) nothing herein contained shall be construed as creating any
liability on Wilmington Trust Company, individually or personally, to perform
any covenant either expressed or implied contained herein, all such liability,
if any, being expressly waived by the parties hereto and by any person claiming
by, through or under the parties hereto, and (d) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Trust or be liable for the breach or failure of
any obligation, representation, warranty or covenant made or undertaken by the
Trust under this Agreement or any other related documents.


[signature pages follow]


101






          IN
WITNESS WHEREOF, the following have caused their names to be signed by their
respective officers thereunto duly authorized, as of the day and year first
above written, to this Sale and Servicing Agreement.


	
 

	
 

	
 

	
 


	
 

	
INDYMAC ABS, INC., as Depositor


	
 

	
 


	
 

	
By:  /s/ Jill
  Jacobson


	
 

	
 

	



	
 

	
Name:

	
Jill
  Jacobson


	
 

	
Title:

	
Vice
  President


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK NATIONAL TRUST COMPANY,

  not in its individual capacity, but solely as Indenture Trustee


	
 

	
 


	
 

	
By:  /s/ Amy
  Stoddard


	
 

	
 

	



	
 

	
Name:

	
Amy Stoddard


	
 

	
Title:

	
Authorized
  Signer


	
 

	
 

	
 


	
 

	
INDYMAC BANK, F.S.B.,

  as Servicer and Seller


	
 

	
 


	
 

	
By:  /s/
  Andrew Sciandra


	
 

	
 

	



	
 

	
Name:

	
Andrew
  Sciandra


	
 

	
Title:

	
Senior Vice
  President


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
By:  Wilmington
  Trust Company,


	
 

	
 

	
  not in its individual capacity


	
 

	
 

	
  but solely as Owner Trustee 


	
 

	
 

	
 


	
 

	
By:  /s/
  Michele C. Harra


	
 

	
 

	



	
 

	
Name:

	
Michele C.
  Harra


	
 

	
Title:

	
Financial
  Services Officer






	
 

	
 


	
S-1

	
IndyMac Home Equity Mortage Loan

Asset-Backed Trust, Series 2007-H1

Sale and Servicing Agreement











	
 

	
 


	
STATE OF
  CALIFORNIA

	
)


	
 

	
 


	
 

	
) ss.:


	
 

	
 


	
COUNTY OF
  LOS ANGELES

	
)





          BEFORE
ME, on March 21, 2007, the undersigned authority, a Notary Public, on this day
personally appeared Jill Jacobson, Vice President, known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said IndyMac ABS, Inc., as
Depositor, and that he/she executed the same as the act of such corporation for
the purposes and consideration therein expressed, and in the capacity therein
stated.


	
 

	
 


	
 

	
  /s/
  Evan Fitzsimon


	
 

	



	
 

	
Notary
  Public, State of California


	
 

	
 


	
N-1

	
IndyMac Home Equity Mortage Loan

Asset-Backed Trust, Series 2006-H3

Sale and Servicing Agreement











	
 

	
 


	
STATE OF
  CALIFORNIA

	
)


	
 

	
 


	
 

	
) ss.:


	
 

	
 


	
COUNTY OF
  ORANGE

	
)





          BEFORE
ME, on March 19, 2007, the undersigned authority, a Notary Public, on this day
personally appeared Amy Stoddard, Authorized Signer, known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said Deutsche Bank National
Trust Company, as Indenture Trustee of IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series 2007-H1, and that he/she executed the same as the
act of such national banking association for the purposes and consideration
therein expressed, and in the capacity therein stated.


	
 

	
 


	
 

	
  /s/
  Diana Nguyen


	
 

	



	
 

	
Notary
  Public, State of California






	
 

	
 


	
N-2

	
IndyMac Home Equity Mortage Loan

Asset-Backed Trust, Series 2006-H3

Sale and Servicing Agreement











	
 

	
 


	
STATE OF
  CALIFORNIA

	
)


	
 

	
 


	
 

	
) ss.:


	
 

	
 


	
COUNTY OF
  LOS ANGELES

	
)





          BEFORE
ME, on March 21, 2007, the undersigned authority, a Notary Public, on this day
personally appeared Andrew Sciandra, Senior Vice President, known to me to be
the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that the same was the act of the said IndyMac Bank,
F.S.B., as Seller and Servicer, and that he/she executed the same as the act of
such federal savings bank for the purposes and consideration therein expressed,
and in the capacity therein stated.


	
 

	
 


	
 

	
  /s/
  Evan Fitzsimon


	
 

	



	
 

	
Notary
  Public, State of California






	
 

	
 


	
N-3

	
IndyMac Home Equity Mortage Loan

Asset-Backed Trust, Series 2006-H3

Sale and Servicing Agreement













	
 

	
 


	
STATE OF
  DELAWARE

	
)


	
 

	
 


	
 

	
) ss.:


	
 

	
 


	
COUNTY OF
  NEW CASTLE

	
)





          BEFORE
ME, on March 19, 2007, the undersigned authority, a Notary Public, on this day
personally appeared Michele C. Harra, Financial Services Officer, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of the said
Wilmington Trust Company, not in its individual capacity but solely as owner
trustee, and that he/she executed the same as the act of such Delaware banking
corporation for the purposes and consideration therein expressed, and in the
capacity therein stated.


	
 

	
 


	
 

	
  /s/
  J. Christopher Murphy


	
 

	



	
 

	
Notary
  Public, State of Delaware






	
 

	
 


	
N-4

	
IndyMac Home Equity Mortage Loan

Asset-Backed Trust, Series 2006-H3

Sale and Servicing Agreement










EXHIBIT A


MORTGAGE LOAN SCHEDULE


[On file with Indenture Trustee]


A-1







EXHIBIT B 


LIST OF SERVICING OFFICERS


	
 

	
 


	
To:

	
Deutsche
  Bank National Trust Company 





AUTHORIZED SERVICING OFFICER CERTIFICATE


          Listed
below are those individuals authorized to provide Deutsche Bank National Trust
Company with written instructions relating to the IndyMac Home Equity Mortgage
Loan Asset Backed Trust, Series 2007-H1 transaction. Deutsche Bank National
Trust Company is Indenture Trustee for this transaction. 


	
 

	
 

	
 

	
 

	
 


	
Name

	
 

	
Title

	
 

	
Specimen Signature


	


	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Gary Clark

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Tara
  Hatanaka

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Athena Chan

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Annie Welch

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Robert
  Abramian

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Nilesh Patel

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Tom Kucera

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Jesse Acosta

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	






B-1







	
 

	
 

	
 

	
 

	
 


	
Carla Wise

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Emily
  Gillula

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	



	
 

	
 

	
 

	
 

	
 


	
Yvette
  Gilmore

	
 

	
 

	
 

	
 


	
 

	
 

	


	
 

	









	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:


	
 

	
Date:





B-2






EXHIBIT C


FORM OF ANNUAL OFFICER’S CERTIFICATE


INDYMAC BANK, F.S.B.


INDYMAC HOME EQUITY MORTGAGE LOAN
ASSET-BACKED TRUST, 

SERIES 2007-H1


          The
undersigned, a duly authorized representative of IndyMac Bank, F.S.B. (“IndyMac
Bank”), pursuant to the Sale and Servicing Agreement, dated as of March 14,
2007 (the “Agreement”), among IndyMac ABS, Inc., a Delaware corporation, as
depositor, IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1
(the “Trust”), IndyMac Bank, F.S.B., a federally chartered bank, as seller and
servicer (in such capacity, the “Seller” and “Servicer”), and Deutsche Bank
National Trust Company, a national banking association, as Indenture Trustee on
behalf of the Noteholders (in such capacity, the “Indenture Trustee”), does
hereby certify that: 


          IndyMac
Bank is, as of the date hereof, the Servicer under the Agreement. Capitalized
terms used in this Certificate have their respective meanings as set forth in
the Agreement. 


	
 

	
 

	
 


	
 

	
1.

	
The
  undersigned is a Servicing Officer who is duly authorized pursuant to the
  Agreement to execute and deliver this Certificate to the Indenture Trustee. 


	
 

	
 

	
 


	
 

	
2.

	
A review of
  the activities of the Servicer during the twelve months [or such shorter
  period in the year after the Closing Date] ended [DATE], and of its
  performance under the Agreement, was conducted under my supervision. 


	
 

	
 

	
 


	
 

	
3.

	
Based on
  such review, the Servicer has, to the best of my knowledge, performed in all
  material respects its obligations under the Agreement throughout the twelve
  months [or such shorter period in the year after the Closing Date] ended
  [DATE], and no default in the performance of such obligations has occurred or
  is continuing except as set forth in paragraph 5 below. 


	
 

	
 

	
 


	
 

	
4.

	
The
  following is a description of each default in the performance of the
  Servicer’s obligations under the provisions of the Agreement known to me to
  have been made by the Servicer during the twelve months [or such shorter
  period in the year after the Closing Date] ended [DATE], which sets forth in
  detail (i) the nature of each such default, (ii) the action taken by the
  Servicer, if any, to remedy each such default and (iii) the current status of
  each such default. 





C-1






          IN
WITNESS WHEREOF, the undersigned has duly executed this Certificate this _____
day of _____________________, 200___. 


	
 

	
 

	
 


	
 

	
INDYMAC
  BANK, F.S.B. 

  as Servicer


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
[Name]:


	
 

	
 

	
[Title]:





C-2






EXHIBIT D 


FORM OF ADVANCE NOTICE


	
 

	
 


	
 

	



	
 

	
 


	
 

	
Date 





          [Addressed
to Holder of the Class L Certificates] 


          In
connection with that certain Sale and Servicing Agreement dated as of March 14,
2007 by and among IndyMac ABS, Inc., as Depositor, Deutsche Bank National Trust
Company, as Indenture Trustee, IndyMac Bank, F.S.B, as Seller and Servicer, and
IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series 2007-H1, as Trust
(the “Sale and Servicing Agreement”), the undersigned Servicer hereby requests
that you make an advance to the Trust in the amount of $___________ (such
amount to be deposited into the Reserve Account) no later than the date two
Business Days prior to the next Payment Date in accordance with Section 2.01(d)
of the Sale and Servicing Agreement, in respect of the following 
Draw[s]: 


	
 

	
 

	
 


	
 

	
Loan no.: 


	
 

	
 


	
 

	
Date of
  Draw: 


	
 

	
 


	
 

	
Amount of
  Draw: 


	
 

	
 


	
 

	
Loan no.: 


	
 

	
 


	
 

	
Date of
  Draw: 


	
 

	
 


	
 

	
Amount of
  Draw: 


	
 

	
 


	
 

	
 

	
Total amount
  of Draws: 


	
 

	
 

	
 


	
 

	
 

	
Amount of
  total covered by Principal Collections: 





D-1






          Capitalized
terms used herein shall have the meanings ascribed to them in the Sale and
Servicing Agreement. 


	
 

	
 

	
 


	
 

	
INDYMAC
  BANK, F.S.B.

  as Servicer


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:








	
 

	
 


	
cc:

	
Deutsche
  Bank National Trust Company


	
 

	
1761 East
  St. Andrew Place


	
 

	
Santa Ana,
  California 92705-4934


	
 

	
Attention:
  IN07H1





D-2






EXHIBIT E 


FORM OF MORTGAGE NOTE


[On file with Servicer]


E-1






EXHIBIT F 


FORM OF MORTGAGE


[On file with Servicer]


F-1






EXHIBIT G 


SPECIMEN OF THE POLICY


G-1







EXHIBIT H


FORM OF LOST NOTE AFFIDAVIT


AFFIDAVIT OF LOST CERTIFICATE


	
 

	
 


	
          STATE
  OF

	
)


	
 

	
) ss.:


	
          COUNTY
  OF

	
)





          
           (name)                        ,
                (address)                                  ,
being duly sworn, deposes and says: 


	
 

	
 


	
 

	
     1.
  that he is a __________________________ of 
                assignor                ;


	
 

	
 


	
 

	
     2.
  that
            (assignor)                                                                  is the owner and holder of a          (type
  of
  mortgage)               
  loan in the present principal amount of _____________________ securing the
  premises known as
                      (premises)

                      ;


	
 

	
 


	
 

	
     3.
  (a) that

                           (assignor)                              
  , after having conducted a diligent investigation in its records and
  files, has been unable to locate the following original certificate and
  believes that said original certificate has been lost, misfiled, misplaced or
  destroyed due to a clerical error: 


	
 

	
 


	
 

	
          a
  certificate in the original sum of __________________________________ made by
  _____________________, to ___________________, under date of____________;


	
 

	
 


	
 

	
          (b)
  this affidavit is being delivered simultaneously with a copy of the original
  certificate listed above;


	
 

	
 


	
 

	
     4.
  that said certificate and the related mortgage have not been paid off,
  satisfied, assigned, transferred, encumbered, endorsed, pledged,
  hypothecated, or otherwise disposed of;


	
 

	
 


	
 

	
     5.
  that no other person, firm, corporation or other entity has any right, title,
  interest or claim in said certificate except

                         (assignor)

                         ;


	
 

	
 


	
 

	
     6.
  that it is the intention and understanding of

                (assignor)                      
  to the right, title and interest in the said assign certificate and
  mortgage to___________________;





H-1







	
 

	
 


	
 

	
     7.
  that

                   (assignor)                               
  covenants and agrees (a) promptly to deliver to

                (assignee)                   
   the original certificate if it is
  subsequently found, and (b) to indemnify and hold harmless (assignee)
  and its successors and assigns from and against any and all costs, expenses
  and monetary losses arising as a result of        (assignor’s)            failure to
  deliver said original certificate to                      (assignee)                    ;


	
 

	
 


	
 

	
     8.
  that this Affidavit is made to induce _____________________to accept an
  assignment of the certificate and mortgage described herein.








	
 

	
 

	
 


	
 

	


	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 





Sworn to
before me this


______ day of
_____________________, __________.


H-2






EXHIBIT I


FORM OF REQUEST FOR RELEASE


[DATE]


Deutsche Bank
National Trust Company
1761 E. St Andrew Place

Santa Ana, CA 92705


	
 

	
 

	
 


	
 

	
Attention:
  IN07H1


	
 

	
 

	
 


	
 

	
Re:

	
IndyMac
  Residential Asset-Backed Notes, Series 2007-H1


	
 

	
 

	
 


	
 

	
Gentlemen:





          In
connection with the administration of the Mortgage Loans held by you as
Indenture Trustee under the Sale and Servicing Agreement, dated as of
March 14, 2007, among IndyMac Home Equity Mortgage Loan Asset-Backed
Trust, Series 2007-H1, IndyMac ABS, Inc., as Depositor, IndyMac Bank, F.S.B.,
as Seller and Servicer, and you, as Indenture Trustee (the “Sale and Servicing
Agreement”), we hereby request a release of the Mortgage File held by you as
Indenture Trustee with respect to the following described Mortgage Loan for the
reason indicated below.


          Loan
No.:


          Reason
for requesting file:


	
 

	
 

	
 

	
 


	
____

	
 

	
1.

	
Mortgage Loan
  paid in full. (The Servicer hereby certifies that all amounts received in
  connection with the payment in full of the Mortgage Loan which are required
  to be deposited in the Collection Account pursuant to Section 3.02 of
  the Sale and Servicing Agreement have been so deposited).


	
 

	
 

	
 

	
 


	
____

	
 

	
2.

	
The Mortgage
  Loan is being foreclosed.


	
 

	
 

	
 

	
 


	
____

	
 

	
3.

	
The Mortgage
  Loan is being re financed by another depository institution. (The Servicer
  hereby certifies that all amounts received in connection with the payment in
  full of the Mortgage Loan which are required to be deposited in the
  Collection Account pursuant to Section 3.02 of the Sale and Servicing
  Agreement have been so deposited).


	
 

	
 

	
 

	
 


	
____

	
 

	
4.

	
Other
  (Describe).





I-1






          The
undersigned acknowledges that the above Mortgage File will be held by the
undersigned in accordance with the provisions of the Sale and Servicing
Agreement and will promptly be returned to the Indenture Trustee when the need
therefor by the Servicer no longer exists unless the Mortgage Loan has been
liquidated.


          Capitalized
terms used herein shall have the meanings ascribed to them in the Sale and
Servicing Agreement.


	
 

	
 

	
 

	
 


	
 

	
INDYMAC
  BANK, F.S.B.

  as Servicer

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
Name:

	
 


	
 

	
Title:
  Servicing Officer

	
 





I-2






EXHIBIT J


FORM OF INITIAL CERTIFICATION


INITIAL CERTIFICATION


March [__], 2007


Financial Security Assurance Inc.
31 West 52nd Street

New York, New York, 10019


IndyMac ABS, Inc.

155 North Lake Avenue

Pasadena, CA 91101


IndyMac Bank, F.S.B.

155 North Lake Avenue

Pasadena, CA 91101


	
 

	
 

	
 


	
 

	
Re:

	
Sale and
  Servicing Agreement between IndyMac Home Equity Mortgage Loan Asset-Backed
  Trust, Series 2007-H1, IndyMac ABS, Inc., as depositor, IndyMac Bank,
  F.S.B., as seller and as servicer, and Deutsche Bank National Trust Company,
  as Indenture Trustee (the “Indenture Trustee”)





Gentlemen:


          In
accordance with Section 2.01(g) of the above-captioned Sale and Servicing
Agreement (the “Sale and Servicing Agreement”), the undersigned, as
Indenture Trustee, hereby certifies that, as to each Mortgage Loan listed in
each Mortgage Loan Schedule (other than any Mortgage Loan listed in the
attached schedule), the original Mortgage Note, endorsed in
blank, or a copy of such original Mortgage Note with an accompanying Lost
Certificate Affidavit, is in its possession. 


          The
undersigned has made no independent examination of any documents contained in
each Mortgage File beyond the review specifically required in the Sale and
Servicing Agreement. The undersigned makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on either Mortgage Loan Schedule, or (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan.


J-1






          Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the Sale and Servicing Agreement.


	
 

	
 

	
 


	
 

	
Very truly yours,


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK NATIONAL


	
 

	
TRUST COMPANY,


	
 

	
as Indenture
  Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:





J-2






EXHIBIT K


FORM OF INTERIM CERTIFICATION


INTERIM CERTIFICATION


[Date]


Financial Security Assurance Inc.
31 West 52nd Street

New York, New York, 10019


IndyMac ABS, Inc.

155 North Lake Avenue

Pasadena, CA 91101


IndyMac Bank, F.S.B.

155 North Lake Avenue

Pasadena, CA 91101


	
 

	
 

	
 


	
 

	
Re:

	
Sale and
  Servicing Agreement between IndyMac Home Equity Mortgage Loan Asset-Backed
  Trust, Series 2007-H1, IndyMac ABS, Inc., as depositor, IndyMac Bank,
  F.S.B., as seller and as servicer, and Deutsche Bank National Trust
  Company, as Indenture Trustee (the “Indenture Trustee”)





Gentlemen:


          In
accordance with Section 2.01(g) of the above-captioned Sale and Servicing
Agreement (the “Sale and Servicing Agreement”), the undersigned, as
Indenture Trustee, hereby certifies that, as to each Mortgage Loan listed in
each Mortgage Loan Schedule (other than any Mortgage Loan listed in the
attached schedule), it has received:


	
 

	
 


	
 

	
          (A)
  the original Mortgage Note, endorsed in blank, or a copy of such original
  Mortgage Note with an accompanying Lost Certificate Affidavit; 


	
 

	
 


	
 

	
          (B)
  the original Assignment of Mortgage, from the Seller either in blank or to “Deutsche
  Bank National Trust Company, as Indenture Trustee for IndyMac Home Equity
  Mortgage Loan Asset-Backed Trust, Series 2007-H1”, which assignment shall be
  in form and substance acceptable for recording;





K-1







	
 

	
 


	
 

	
          (C)
  the original Mortgage, with evidence of recording thereon (provided that if
  the original Mortgage has been delivered for recording to the appropriate
  public recording office of the jurisdiction in which the Mortgaged Property
  is located but has not yet been returned to the Seller by such recording
  office, a certified true copy of such original Mortgage so certified by or on
  behalf of the Seller, together with a certificate by or on behalf of the
  Seller certifying that such original Mortgage has been so delivered to such
  recording office); 


	
 

	
 


	
 

	
          (D)
  intervening assignments, if any, with evidence of recording thereon (provided
  that if such intervening assignment has been delivered for recording to the
  appropriate public recording office of the jurisdiction in which the
  Mortgaged Property is located but has not yet been returned to the Seller by
  such recording office, a certified true copy of such intervening assignment
  so certified by the Seller, together with a certificate by or on behalf of
  the Seller certifying that such intervening assignment has been so delivered
  to such recording office); and 


	
 

	
 


	
 

	
          (E)
  originals of all assumption and modification agreements, if any.





          Based on
its review and examination and only as to the foregoing documents, such
documents appear regular on their face and relate to such Mortgage Loan.


          The
undersigned has made no independent examination of any documents contained in
each Mortgage File beyond the review specifically required in the Sale and
Servicing Agreement. The undersigned makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on either Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.


          Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the Sale and Servicing Agreement.


	
 

	
 

	
 


	
 

	
Very truly yours,


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK
  NATIONAL


	
 

	
TRUST COMPANY,


	
 

	
as Indenture
  Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:





K-2






EXHIBIT L


FORM OF FINAL CERTIFICATION


[Date]


Financial Security Assurance Inc.
31 West 52nd Street

New York, New York, 10019


IndyMac ABS, Inc.

155 North Lake Avenue

Pasadena, CA 91101


IndyMac Bank, F.S.B.

155 North Lake Avenue

Pasadena, CA 91101


	
 

	
 

	
 


	
 

	
Re:

	
Sale and
  Servicing Agreement among IndyMac Home Equity Mortgage Loan Asset-Backed
  Trust, Series 2007-H1, IndyMac ABS, Inc., as depositor, IndyMac Bank,
  F.S.B., as seller and servicer, and Deutsche Bank National Trust Company,
  as Indenture Trustee (the “Indenture Trustee”)





Gentlemen:


          In
accordance with Section 2.01(i) of the above-captioned Sale and Servicing
Agreement (the “Sale and Servicing Agreement”), the undersigned, as Indenture
Trustee, hereby certifies that as to each Mortgage Loan listed in each Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
attached exception report) it has received:


	
 

	
 


	
 

	
          (A)
  the original Mortgage Note, endorsed in blank, or a copy of such original
  Mortgage Note with an accompanying Lost Note Affidavit; 


	
 

	
 


	
 

	
          (B)
  the original Assignment of Mortgage, from the Seller either in blank or to “Deutsche
  Bank National Trust Company, as Indenture Trustee for IndyMac Home Equity
  Mortgage Loan Asset-Backed Trust, Series 2007-H1”, which assignment shall be
  in form and substance acceptable for recording;





L-1







	
 

	
 


	
 

	
          (C)
  the original Mortgage, with evidence of recording thereon, provided that if
  the original Mortgage has been delivered for recording to the appropriate
  public recording office of the jurisdiction in which the Mortgaged Property
  is located but has not yet been returned to the Seller by such recording
  office, the Seller shall deliver to the Indenture Trustee a certified true
  copy of such original Mortgage so certified by or on behalf of such Seller,
  together with a certificate by or on behalf of such Seller certifying that
  such original Mortgage has been so delivered to such recording office; in all
  such instances, such Seller shall deliver or cause to be delivered the
  original recorded Mortgage to the Indenture Trustee promptly upon receipt of
  the original recorded Mortgage;


	
 

	
 


	
 

	
          (D)
  [reserved];


	
 

	
 


	
 

	
          (E)
  intervening assignments, if any, with evidence of recording thereon, provided
  that if such intervening assignment has been delivered for recording to the
  appropriate public recording office of the jurisdiction in which the
  Mortgaged Property is located but has not yet been returned to the Seller by
  such recording office, the Seller shall deliver to the Indenture Trustee a
  certified true copy of such intervening assignment so certified by or on
  behalf of such Seller, together with a certificate by or on behalf of such Seller
  certifying that such intervening assignment has been so delivered to such
  recording office; in all such instances, such Seller shall deliver or cause
  to be delivered the original intervening assignment to the Indenture Trustee
  promptly upon receipt of the original intervening assignment; and


	
 

	
 


	
 

	
          (F)
  with respect to any Subsequent Mortgage Loans, originals of all assumption
  and modification agreements, if any.





          Based on
its review and examination and only as to the foregoing documents,
(a) such documents appear regular on their face and related to such
Mortgage Loan, and (b) with respect to Mortgage Loans, the information set
forth in the definition of “Mortgage Loan Schedule” in Article I of the Sale
and Servicing Agreement other than items (i), (iv), (v), (vi), (viii), (ix),
(x), (xi) and (xii) accurately reflects information set forth in the related
Mortgage Files.


          The
undersigned has made no independent examination of any documents contained in
each Mortgage File beyond the review specifically required in the Sale and
Servicing Agreement. The undersigned makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on either Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Notwithstanding anything herein to the contrary, the undersigned has made no
determination and makes no representations as to whether (i) any endorsement is
sufficient to transfer all right, title and interest of the party so endorsing,
as noteholder or assignee thereof, in and to that Mortgage Note or (ii) any
assignment is in recordable form or sufficient to effect the assignment of and
transfer to the assignee thereof, under the Mortgage to which the assignment
relates.


L-2






          Capitalized
words and phrases used herein shall have the respective meanings assigned to
them in the Sale and Servicing Agreement.


	
 

	
 

	
 


	
 

	
DEUTSCHE BANK NATIONAL TRUST

  COMPANY,

  as Indenture Trustee


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:





L-3






EXHIBIT M


FORM OF CERTIFICATION TO BE
PROVIDED BY THE DEPOSITOR WITH FORM 10-K


	
 

	
 

	
 


	
 

	
Re:

	
IndyMac ABS
  Inc.


	
 

	
 

	
 


	
 

	
 

	
IndyMac Home
  Equity Mortgage Loan Asset-Backed Trust,

  Series 2007-H1





                    I,
[identify the certifying individual], certify that:


                    1.
I have reviewed this annual report on Form 10-K and all reports on
Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of Home Equity Mortgage Loan Asset-Backed Trust, Series
2007-H1 (the “Exchange Act Periodic Reports”);


                    2.
Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;


                    3.
Based on my knowledge, the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report
is included in the Exchange Act Periodic Reports;


                    4.
Based on my knowledge and the servicer compliance statement(s) required in this
report under Item 1123 of Regulation AB and except as disclosed in the Exchange
Act Periodic Reports, the servicer(s) [has/have] fulfilled [its/their]
obligations under the servicing agreement(s) in all material respects; and; 


                    5.
All of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their related attestation reports on assessment of
compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.


M-1






                    In
giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Deutsche Bank National
Trust Company.


Date:
__________________


	
 

	
 

	
 


	
 

	
INDYMAC ABS, INC.,

  as Depositor


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:





M-2






EXHIBIT N


INDENTURE TRUSTEE’S OFFICER’S
CERTIFICATE


                    I,
____________________, a duly elected and acting officer of Deutsche Bank
National Trust Company (the “Indenture Trustee”) hereby certify as follows: 


                    Reference
is hereby made to the Sale and Servicing Agreement dated as of March 14,
2007 (the “Sale and Servicing Agreement”) by and among IndyMac Bank, F.S.B.,
as seller and servicer, IndyMac ABS, Inc., as depositor and Deutsche Bank
National Trust Company, as indenture trustee and supplemental interest trustee,
pursuant to which was created the IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series 2007-H1 (the “Trust”). Capitalized terms used herein
but not defined shall have the meanings assigned to them in the Sale and
Servicing Agreement. 


                    1.
I am an authorized officer of
the Indenture Trustee and I have reviewed this annual report on Form
10-K and all reports on Form 10-D required to be filed in respect of the period
covered by this report on Form 10-K of IndyMac Home Equity Mortgage Loan
Asset-Backed Trust, Series 2007-H1 (the “Exchange Act Periodic Reports”);


                    2.
For purposes of this certificate, “Relevant
Information” means the information in the report on assessment of the Indenture
Trustee’s compliance with the servicing criteria set forth in Item 1122(d) of
Reg AB (the “Servicing Assessment”), the registered public accounting firm’s
attestation provided in accordance with Rules 13a-18 and 15d-18 under the
Exchange Act and Section 1122(b) of Reg AB (the “Attestation Report”)
applicable to the Indenture Trustee and the Statements to Noteholders
(excluding information provided, or based on information provided, by the
Servicer or any servicer) and those items in Exhibit R attached to the Sale and
Servicing Agreement which indicate the 4.03 statement or the Indenture Trustee as
the responsible party during the Relevant
Year. Based on my knowledge, the Relevant Information, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this annual report; and


                    3.
Based on my knowledge, the distribution information required to be provided by
the Indenture Trustee under the Sale and Servicing Agreement is included in the
Statements to Noteholders.


                    4.
I am responsible for reviewing the activities performed by the Indenture
Trustee, as servicer under the Sale and Servicing Agreement during the Relevant
Year. Based upon the review required by the Sale and Servicing Agreement and
except as disclosed in the Servicing Assessment or Attestation Report, to the
best of my knowledge, the Indenture Trustee has fulfilled its obligations under
the Sale and Servicing Agreement throughout the Relevant Year. Relevant
Year shall mean 200__. 


N-1






DATED as of
_____________, 200____. 


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name:


	
 

	
Title:  





N-2






EXHIBIT O


ORIGINATORS’ APPRAISAL MATRIX


O-1







EXHIBIT P


SERVICING CRITERIA TO BE ADDRESSED

IN ASSESSMENT OF COMPLIANCE


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Servicing Criteria

	
 

	
Applicable Servicing 

  Criteria

	
 

	
Applicable Servicing 

  Criteria


	


	


	


	


	



	
Reference

	
 

	
Criteria

	
 

	
Servicer

	
 

	
Indenture Trustee


	


	


	


	


	


	


	



	
 

	
 

	
General Servicing Considerations

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
1122(d)(1)(i)

	
 

	
Policies and procedures are
  instituted to monitor any performance or other triggers and events of default
  in accordance with the transaction agreements.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(1)(ii)

	
 

	
If any material servicing
  activities are outsourced to third parties, policies and procedures are
  instituted to monitor the third party’s performance and compliance with such
  servicing activities.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(1)(iii)

	
 

	
Any requirements in the
  transaction agreements to maintain a back-up servicer for the pool assets are
  maintained.

	
 

	 
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(1)(iv)

	
 

	
A fidelity bond and errors and
  omissions policy is in effect on the party participating in the servicing
  function throughout the reporting period in the amount of coverage required
  by and otherwise in accordance with the terms of the transaction agreements.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
 

	
 

	
Cash Collection and Administration

	
 

	 
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(2)(i)

	
 

	
Payments on pool assets are
  deposited into the appropriate custodial bank accounts and related bank
  clearing accounts no more than two business days following receipt, or such
  other number of days specified in the transaction agreements.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(2)(ii)

	
 

	
Disbursements made via wire
  transfer on behalf of an obligor or to an investor are made only by
  authorized personnel.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(2)(iii)

	
 

	
Advances of funds or guarantees
  regarding collections, Cashflows or distributions, and any interest or other
  fees charged for such advances, are made, reviewed and approved as specified
  in the transaction agreements.

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(2)(iv)

	
 

	
The related accounts for the
  transaction, such as cash reserve accounts or accounts established as a form
  of overcollateralization, are separately maintained (e.g., with respect to commingling
  of cash) as set forth in the transaction agreements.

	
 

	ü
	
 

	ü




P-1







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Servicing Criteria

	
 

	
Applicable Servicing 

  Criteria

	
 

	
Applicable Servicing 

  Criteria


	


	


	


	


	



	
Reference

	
 

	
Criteria

	
 

	
Servicer

	
 

	
Indenture Trustee


	


	


	


	


	


	


	



	
1122(d)(2)(v)

	
 

	
Each custodial account is
  maintained at a federally insured depository institution as set forth in the
  transaction agreements. For purposes of this criterion, “federally insured
  depository institution” with respect to a foreign financial institution means
  a foreign financial institution that meets the requirements of Rule
  13k-1(b)(1) of the Securities Exchange Act.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(2)(vi)

	
 

	
Unissued checks are safeguarded
  so as to prevent unauthorized access.

	
 

	 
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(2)(vii)

	
 

	
Reconciliations are prepared on a
  monthly basis for all asset-backed securities related bank accounts,
  including custodial accounts and related bank clearing accounts. These
  reconciliations are (A) mathematically accurate; (B) prepared within 30
  calendar days after the bank statement cutoff date, or such other number of
  days specified in the transaction agreements; (C) reviewed and approved by
  someone other than the person who prepared the reconciliation; and (D)
  contain explanations for reconciling items. These reconciling items are
  resolved within 90 calendar days of their original identification, or such
  other number of days specified in the transaction agreements.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
 

	
 

	
Investor Remittances and Reporting

	
 

	 
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(3)(i)

	
 

	
Reports to investors, including
  those to be filed with the Commission, are maintained in accordance with the
  transaction agreements and applicable Commission requirements. Specifically,
  such reports (A) are prepared in accordance with timeframes and other terms
  set forth in the transaction agreements; (B) provide information calculated
  in accordance with the terms specified in the transaction agreements; (C) are
  filed with the Commission as required by its rules and regulations; and (D)
  agree with investors’ or the trustee’s records as to the total unpaid
  principal balance and number of pool assets serviced by the servicer.

	
 

	 
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(3)(ii)

	
 

	
Amounts due to investors are
  allocated and remitted in accordance with timeframes, distribution priority
  and other terms set forth in the transaction agreements.

	
 

	 
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(3)(iii)

	
 

	
Disbursements made to an investor
  are posted within two business days to the servicer’s investor records, or
  such other number of days specified in the transaction agreements.

	
 

	 
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(3)(iv)

	
 

	
Amounts remitted to investors per
  the investor reports agree with cancelled checks, or other form of payment,
  or custodial bank statements.

	
 

	 
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
 

	
 

	
Pool Asset Administration

	
 

	 
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(i)

	
 

	
Collateral or security pool asset
  is maintained as required by the transaction agreements or related asset pool
  documents.

	
 

	 
	
 

	ü




P-2







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Servicing Criteria

	
 

	
Applicable Servicing 

  Criteria

	
 

	
Applicable Servicing 

  Criteria


	


	


	


	


	



	
Reference

	
 

	
Criteria

	
 

	
Servicer

	
 

	
Indenture Trustee


	


	


	


	


	


	


	



	
1122(d)(4)(ii)

	
 

	
Pool assets and related documents
  are safeguarded as required by the transaction agreements

	
 

	 
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(iii)

	
 

	
Any additions, removals or
  substitutions to the asset pool are made, reviewed and approved in accordance
  with any conditions or requirements in the transaction agreements.

	
 

	ü
	
 

	ü

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(iv)

	
 

	
Payments on pool assets,
  including any payoffs, made in accordance with the related pool asset
  documents are posted to the servicer’s obligor records maintained no more
  than two business days after receipt, or such other number of days specified
  in the transaction agreements, and allocated to principal, interest or other
  items (e.g., escrow) in accordance with the related pool asset documents.

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(v)

	
 

	
The servicer’s records regarding
  the pool assets agree with the servicer’s records with respect to an
  obligor’s unpaid principal balance.

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(vi)

	
 

	
Changes with respect to the terms
  or status of an obligor’s pool asset (e.g., loan modifications or re-agings)
  are made, reviewed and approved by authorized personnel in accordance with
  the transaction agreements and related pool asset documents.

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(vii)

	
 

	
Loss mitigation or recovery
  actions (e.g., forbearance plans, modifications and deeds in lieu of
  foreclosure, foreclosures and repossessions, as applicable) are initiated,
  conducted and concluded in accordance with the timeframes or other
  requirements established by the transaction agreements.

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(viii)

	
 

	
Records documenting collection
  efforts are maintained during the period a pool asset is delinquent in
  accordance with the transaction agreements. Such records are maintained on at
  least a monthly basis, or such other period specified in the transaction
  agreements, and describe the entity’s activities in monitoring delinquent
  pool assets including, for example, phone calls, letters and payment
  rescheduling plans in cases where delinquency is deemed temporary (e.g.,
  illness or unemployment).

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(ix)

	
 

	
Adjustments to interest rates or
  rates of return for pool assets with variable rates are computed based on the
  related pool asset documents.

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(x)

	
 

	
Regarding any funds held in trust
  for an obligor (such as escrow accounts): (A) such funds are analyzed, in
  accordance with the obligor’s pool asset documents, on at least an annual
  basis, or such other period specified in the transaction agreements; (B)
  interest on such funds is paid, or credited, to obligors in accordance with
  applicable pool asset documents and state laws; and (C) such funds are
  returned to the obligor within 30 calendar days of full repayment of the
  related pool asset, or such other number of days specified in the transaction
  agreements.

	
 

	 
	
 

	 




P-3







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Servicing Criteria

	
 

	
Applicable Servicing 

  Criteria

	
 

	
Applicable Servicing 

  Criteria


	


	


	


	


	



	
Reference

	
 

	
Criteria

	
 

	
Servicer

	
 

	
Indenture Trustee


	


	


	


	


	


	


	



	
1122(d)(4)(xi)

	
 

	
Payments made on behalf of an
  obligor (such as tax or insurance payments) are made on or before the related
  penalty or expiration dates, as indicated on the appropriate bills or notices
  for such payments, provided that such support has been received by the
  servicer at least 30 calendar days prior to these dates, or such other number
  of days specified in the transaction agreements.

	
 

	 
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(xii)

	
 

	
Any late payment penalties in
  connection with any payment to be made on behalf of an obligor are paid from
  the servicer’s funds and not charged to the obligor, unless the late payment
  was due to the obligor’s error or omission.

	
 

	 
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(xiii)

	
 

	
Disbursements made on behalf of
  an obligor are posted within two business days to the obligor’s records
  maintained by the servicer, or such other number of days specified in the
  transaction agreements.

	
 

	 
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(xiv)

	
 

	
Delinquencies, charge-offs and
  uncollectible accounts are recognized and recorded in accordance with the
  transaction agreements.

	
 

	ü
	
 

	 

	
 

	
 

	
 

	
 

	 
	
 

	 

	
1122(d)(4)(xv)

	
 

	
Any external enhancement or other
  support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation
  AB, is maintained as set forth in the transaction agreements.

	
 

	 
	
 

	ü




P-4






EXHIBIT Q


FORM OF STATEMENT TO NOTEHOLDERS


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


Statement to Noteholders


	
 

	
 

	
 

	
 


	
LIBOR:

	
_________

	
LIBOR Determination Date:

	
_________


	
 

	
 

	
 

	
 


	
Note Rate:

	
_________

	
Collection Period for Mortgage Loans:

	
_________


	
 

	
 

	
 

	
 


	
Interest Period:

	
________ -
  _________

	
Payment Date:

	
_________


	
 

	
 

	
 

	
 


	
Number of days in Interest Period:

	
________ 

	
 

	
 








	
 

	
 

	
 

	
 

	
 


	
I.

	
Pool Balance:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Cut-off Date
  Pool Balance

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Cumulative
  Charge-Off Amounts (including the current Collection Period)

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
Pool Balance
  at beginning of Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
D.

	
Charge-Off
  Amounts incurred during the related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
E.

	
Aggregate
  amount of Principal Collections received during the Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
F.

	
Additional
  Balances (Draws) conveyed to the Trust during the related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
G.

	
Pool Balance
  at end of Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
H.

	
Number of
  Mortgage Loans outstanding at beginning of related Collection Period

	
 

	
  _________





Q-1







	
 

	
 

	
 

	
 

	
 


	
 

	
I.

	
Number of
  Mortgage Loans outstanding at end of related Collection Period

	
 

	
  _________


	
 

	
 

	
 

	
 

	
 


	
II.

	
Principal Balance of the Notes:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Initial Note
  Principal Amount

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Note
  Principal Amount at beginning and end of Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
III.

	
Invested Amount after all payments and distributions on the Payment
  Date:

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
IV.

	
Collections on Mortgage Loans:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Aggregate
  amount of Interest Collections received during the related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Principal
  Collections received during the related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
Net
  Recoveries received during the related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
V.

	
Insured Payment:

	
 

	
$_________


	
 

	
 

	
 

	
 


	
VI.

	
Distributions:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Premium
  Amount paid to the Insurer on the Payment Date

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Note
  Interest Payment Amount payable

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
Note
  Interest Payment Amount for the Notes paid on the Payment Date

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
D.

	
Outstanding
  Interest Carryover Shortfall remaining after all payments on the Payment Date

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
E.

	
Specified
  Overcollateralization Amount

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
F.

	
Any other
  amounts paid to the Insurer pursuant to the Insurance Agreement

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
G.

	
Amount
  actually paid to Noteholders in respect of principal

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
VII.

	
Modified Loans (cumulative Collection Periods including the Current
  Collection Period):

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Aggregate
  Principal Balance of Mortgage Loans modified after giving effect to
  modifications

	
 

	
$_________





Q-2







	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Aggregate
  Credit Limit of Mortgage Loans modified on a cumulative basis after giving
  effect to modifications

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
Weighted
  average of Credit Limits of Mortgage Loans at the end of Collection Period
  after giving effect to modifications

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
VIII.

	
Substitute Loans:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Purchase
  Prices

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Substitution
  Adjustment

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
IX.

	
Weighted Averages:

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Weighted
  average of the Loan Rates at end of related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Weighted
  average of the Loan Rate Cap at end of related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
Weighted
  average Margin at end of related Collection Period

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 


	
X.

	
Delinquent Accounts:

	
 

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
# of Accounts

	
 

	
Principal 

  Balance


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
31-60 days
  delinquent

	
 

	
_________

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
61-90 days
  delinquent

	
 

	
_________

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
over 90 days
  delinquent

	
 

	
_________

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
D.

	
REO Properties

	
 

	
_________

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
E.

	
Foreclosures

	
 

	
_________

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
F.

	
Bankruptcies

	
 

	
_________

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
G.

	
Six Month
  Rolling Average

	
 

	
 

	
 

	
  _________%


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
H.

	
Has a
  Trigger Event occurred?

	
 

	
 

	
 

	
  _________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
XI.

	
Rapid Amortization:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Has a Rapid
  Amortization Event occurred?

	
 

	
 

	
 

	
  _________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
What was the
  Rapid Amortization Event?

	
 

	
 

	
 

	
  _________





Q-3







	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
XII.

	
Allocations to Noteholders (for each $1,000 of original principal):

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Aggregate
  amount of Principal Collections received during the related Collection Period

	
 

	
 

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Amount
  actually paid to Noteholders in respect of principal

	
 

	
 

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
Interest
  Distribution payable to the Noteholders

	
 

	
 

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
D.

	
Interest
  Distribution for the Notes paid on the Payment Date

	
 

	
 

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
E.

	
Note
  Principal Amount after all payments on the Payment Date

	
 

	
 

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
F.

	
Aggregate
  amount of any Relief Act Interest Shortfalls

	
 

	
 

	
 

	
$_________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
XIII

	
Step-Down Date:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
A.

	
Step-Down
  Date Occurred?

	
 

	
Yes___

	
 

	
No___


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
B.

	
Step-Down
  Test Satisfied?

	
 

	
Yes___

	
 

	
No___


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
C.

	
Cumulative
  Net Charge-Off Amounts

	
 

	
$________

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
XIV

	
Pool Assets

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
A. Have any
  material modifications, extensions or waivers to the Mortgage Loan term, fees
  penalties or payments during the period?

	
 

	
 

	
 

	
  ________


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
B. Have any
  material breaches of Mortgage Loan pool representations and warranties or
  convents occurred?

	
 

	
 

	
 

	
  ________





Q-4







EXHIBIT R


FORM 10-D, FORM 8-K AND FORM 10-K

REPORTING RESPONSIBILITY


          As to each
item described below, the entity indicated as the Responsible Party shall be
primarily responsible for reporting the information to the Indenture Trustee
pursuant to Section 3.14(f). If the Indenture Trustee is indicated below
as to any item, then the Indenture Trustee is primarily responsible for
obtaining that information. 


          Under Item
1 of Form 10-D: a) items marked “5.03 statement” are required to be included in
the periodic Distribution Date statement under Section 4.03, provided by
the Indenture Trustee based on information received from the Servicer; and b)
items marked “Form 10-D report” are required to be in the Form 10-D report
but not the 4.03 statement, provided by the party indicated. Information under
all other Items of Form 10-D is to be included in the Form 10-D report.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Form

	
 

	
Item

	
 

	
Description

	
 

	
Responsible Party


	


	
 

	


	
 

	


	
 

	




	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
10-D

	
 

	
Must be filed within 15 days of the
  distribution date for the asset-backed securities.


	
 

	
 

	
 


	
 

	
 

	
1

	
 

	
Distribution and Pool Performance
Information 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1121(a) – Distribution and Pool
  Performance Information

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(1) Any applicable record dates, accrual
  dates, determination dates for calculating distributions and actual
  distribution dates for the distribution period.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(2) Cash flows received and the sources
  thereof for distributions, fees and expenses.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(3) Calculated amounts and distribution of
  the flow of funds for the period itemized by type and priority of payment,
  including:

	
 

	
5.03 statement





R-1







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
          (i)
  Fees or expenses accrued and paid, with an identification of the general
  purpose of such fees and the party receiving such fees or expenses.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
          (ii)
  Payments accrued or paid with respect to enhancement or other support
  identified in Item 1114 of Regulation AB (such as insurance premiums or other
  enhancement maintenance fees), with an identification of the general purpose
  of such payments and the party receiving such payments.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
          (iii)
  Principal, interest and other distributions accrued and paid on the
  asset-backed securities by type and by class or series and any principal or
  interest shortfalls or carryovers.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
          (iv)
  The amount of excess cash flow or excess spread and the disposition of excess
  cash flow.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(4) Beginning and ending principal balances
  of the asset-backed securities.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(5) Interest rates applicable to the pool
  assets and the asset-backed securities, as applicable.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(6) Beginning and ending balances of
  transaction accounts, such as reserve accounts, and material account activity
  during the period.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(7) Any amounts drawn on any credit
  enhancement or other support identified in Item 1114 of Regulation AB, as
  applicable, and the amount of coverage remaining under any such enhancement,
  if known and applicable.

	
 

	
5.03 statement





R-2







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(8) Number and amount of pool assets at the
  beginning and ending of each period, and updated pool composition
  information, such as weighted average coupon, weighted average life, weighted
  average remaining term, pool factors and prepayment amounts.

	
 

	
5.03 statement 

  

  Updated pool composition information fields to be as specified by Depositor
  from time to time


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(9) Delinquency and loss information for
  the period.

	
 

	
5.03 statement.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
In addition, describe any material changes
  to the information specified in Item 1100(b)(5) of Regulation AB regarding
  the pool assets.

	
 

	
Form 10-D report: Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(10) Information on the amount, terms and
  general purpose of any advances made or reimbursed during the period,
  including the general use of funds advanced and the general source of funds
  for reimbursements.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(11) Any material modifications, extensions
  or waivers to pool asset terms, fees, penalties or payments during the
  distribution period or that have cumulatively become material over time.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(12) Material breaches of pool asset
  representations or warranties or transaction covenants.

	
 

	
5.03 statement


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(13) Information on ratio, coverage or
  other tests used for determining any early amortization, liquidation or other
  performance trigger and whether the trigger was met.

	
 

	
5.03 statement





R-3







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(14) Information regarding any new issuance
  of asset-backed securities backed by the same asset pool,

	
 

	
Form 10-D report: Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
[information regarding] any pool asset
  changes (other than in connection with a pool asset converting into cash in
  accordance with its terms), such as additions or removals in connection with
  a pre-funding or revolving period and pool asset substitutions and
  repurchases (and purchase rates, if applicable), and cash flows available for
  future purchases, such as the balances of any pre-funding or revolving
  accounts, if applicable.

	
 

	
Form 10-D report: Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclose any material changes in the
  solicitation, credit-granting, underwriting, origination, acquisition or pool
  selection criteria or procedures, as applicable, used to originate, acquire
  or select the new pool assets.

	
 

	
Form 10-D report: Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1121(b) – Pre-Funding or Revolving
  Period Information

	
 

	
N/A


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Updated pool information as required under
  Item 1121(b).

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
2

	
 

	
Legal Proceedings

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1117 – Legal proceedings pending
  against the following entities, or their respective property, that is
  material to Certificateholders, including proceedings known to be
  contemplated by governmental authorities:

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Sponsor (Seller)

	
 

	
Seller


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Depositor

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Indenture Trustee

	
 

	
Indenture Trustee





R-4







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Issuing entity

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Servicer, affiliated Servicer, other
  Servicer servicing 20% or more of pool assets at time of report, other
  material servicers

	
 

	
Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Originator of 20% or more of pool assets as
  of the Cut-off Date

	
 

	
Seller


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Custodian

	
 

	
Indenture Trustee


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
3

	
 

	
Sales of Securities and Use of Proceeds

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Information from Item 2(a) of Part II of
  Form 10-Q:

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
With respect to any sale of securities by
  the sponsor, depositor or issuing entity, that are backed by the same asset
  pool or are otherwise issued by the issuing entity, whether or not
  registered, provide the sales and use of proceeds information in Item 701 of
  Regulation S-K. Pricing information can be omitted if securities were not
  registered.

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
4

	
 

	
Defaults Upon Senior Securities

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Information from Item 3 of Part II of
  Form 10-Q:

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Report the occurrence of any Event of
  Default (after expiration of any grace period and provision of any required
  notice)

	
 

	
Indenture Trustee


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5

	
 

	
Submission of Matters to a Vote of Security
  Holders

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Information from Item 4 of Part II of
  Form 10-Q

	
 

	
Party submitting the matter to Holders for
  vote





R-5







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
6

	
 

	
Significant Obligors of Pool Assets

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1112(b) – Significant
  Obligor Financial Information*

	
 

	
N/A


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
*This information need only be reported on
  the Form 10-D for the distribution period in which updated information is
  required pursuant to the Item.

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
7

	
 

	
Significant Enhancement Provider
  Information

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1114(b)(2) – Credit Enhancement Provider
  Financial Information*

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Determining applicable disclosure threshold

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Obtaining required financial information or
  effecting incorporation by reference

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1115(b) – Derivative Counterparty
  Financial Information*

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Determining current maximum probable
  exposure

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Determining current significance percentage

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Obtaining required financial information or
  effecting incorporation by reference

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
*This information need only be reported on
  the Form 10-D for the distribution period in which updated information is
  required pursuant to the Items.

	
 

	
 





R-6







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
8

	
 

	
Other Information

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclose any information required to be
  reported on Form 8-K during the period covered by the Form 10-D but not
  reported

	
 

	
The Responsible Party for the applicable
  Form 8-K item as indicated below


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
9

	
 

	
Exhibits

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Distribution report

	
 

	
Indenture Trustee


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Exhibits required by Item 601 of
  Regulation S-K, such as material agreements

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
8-K

	
 

	
Must be filed within four business days of
  an event reportable on Form 8-K.

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
1.01

	
 

	
Entry into a Material Definitive Agreement

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclosure is required regarding entry into
  or amendment of any definitive agreement that is material to the
  securitization, even if depositor is not a party.



Examples: servicing agreement, custodial
  agreement.

 

	
 

	
Servicer; or any of the following that is a
  party to the agreement if Servicer is not: Indenture Trustee, Sponsor, Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Note: disclosure not required as to
  definitive agreements that are fully disclosed in the prospectus

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
1.02

	
 

	
Termination of a Material Definitive
  Agreement

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclosure is required regarding
  termination of any definitive agreement that is material to the
  securitization (other than expiration in accordance with its terms), even if
  depositor is not a party.

	
 

	
Servicer; or any of the following that is a
  party to the agreement if Servicer is not: Indenture Trustee, Sponsor,
  Depositor





R-7







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Examples: servicing agreement, custodial
  agreement.

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
1.03

	
 

	
Bankruptcy or Receivership

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclosure is required regarding the bankruptcy
  or receivership, if known to the Depositor, with respect to any of the
  following:

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Sponsor (Seller), Depositor, Servicer,
  affiliated Servicer, other Servicer servicing 20% or more of pool assets at
  time of report, other material servicers, Indenture Trustee, significant
  obligor, credit enhancer (10% or more), derivatives counterparty

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
2.04

	
 

	
Triggering Events that Accelerate or
  Increase a Direct Financial Obligation or an Obligation under an Off-Balance
  Sheet Arrangement

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Includes an early amortization, performance
  trigger or other event, including event of default, that would materially
  alter the payment priority/distribution of cash flows/amortization schedule.

	
 

	
Servicer/Indenture Trustee (to the extent
  of actual knowledge)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclosure will be made of events other
  than waterfall triggers which are disclosed in the 4.03 statement

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
3.03

	
 

	
Material Modification to Rights of Security
  Holders

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclosure is required of any material
  modification to documents defining the rights of Certificateholders,
  including the Pooling and Servicing Agreement

	
 

	
Indenture Trustee





R-8







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5.03

	
 

	
Amendments to Articles of Incorporation or
  Bylaws; Change in Fiscal Year

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclosure is required of any amendment “to
  the governing documents of the issuing entity”

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
5.06

	
 

	
Change in Shell Company Status

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
[Not applicable to ABS issuers]

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
6.01

	
 

	
ABS Informational and Computational
  Material

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
[Not included in reports to be filed under
  Section 3.18]

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
6.02

	
 

	
Change of Servicer or Indenture Trustee

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Requires disclosure of any removal,
  replacement, substitution or addition of any servicer, affiliated servicer,
  other servicer servicing 10% or more of pool assets at time of report, other
  material servicers, certificate administrator or trustee. Reg AB disclosure
  about any new servicer or indenture trustee is also required.

	
 

	
Indenture Trustee or Servicer


	
 


	
 

	
 

	
6.03

	
 

	
Change in Credit Enhancement or Other
  External Support

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Covers termination of any enhancement in
  manner other than by its terms, the addition of an enhancement, or a material
  change in the enhancement provided. Applies to external credit enhancements
  as well as derivatives. Reg AB disclosure about any new enhancement
  provider is also required.

	
 

	
Depositor or Indenture Trustee


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
6.04

	
 

	
Failure to Make a Required Distribution

	
 

	
Indenture Trustee 





R-9







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
6.05

	
 

	
Securities Act Updating Disclosure

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If any material pool characteristic differs
  by 5% or more at the time of issuance of the securities from the description
  in the final prospectus, provide updated Reg AB disclosure about the actual
  asset pool.

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
If there are any new servicers or
  originators required to be disclosed under Regulation AB as a result of the
  foregoing, provide the information called for in Items 1108 and 1110
  respectively.

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
7.01

	
 

	
Regulation FD Disclosure

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
8.01

	
 

	
Other Events

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Any event, with respect to which
  information is not otherwise called for in Form 8-K, that the registrant
  deems of importance to security holders.

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
9.01

	
 

	
Financial Statements and Exhibits

	
 

	
The Responsible Party applicable to
  reportable event


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
10-K

	
 

	
Must be filed within 90 days of the fiscal
  year end for the registrant.


	
 

	
 

	
 


	
 

	
 

	
9B

	
 

	
Other Information

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Disclose any information required to be reported
  on Form 8-K during the fourth quarter covered by the Form 10-K but not
  reported

	
 

	
The Responsible Party for the applicable
  Form 8-K item as indicated above


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
15

	
 

	
Exhibits and Financial Statement Schedules

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1112(b) – Significant
  Obligor Financial Information

	
 

	
Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1114(b)(2) – Credit Enhancement
  Provider Financial Information

	
 

	
Depositor





R-10







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Determining applicable disclosure threshold

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Obtaining required financial information or
  effecting incorporation by reference

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1115(b) – Derivative Counterparty
  Financial Information

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Determining current maximum probable
  exposure

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Determining current significance percentage

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Obtaining required financial information or
  effecting incorporation by reference

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1117 – Legal proceedings pending
  against the following entities, or their respective property, that is
  material to Certificateholders, including proceedings known to be
  contemplated by governmental authorities:

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Sponsor (Seller)

	
 

	
Seller


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Depositor

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Indenture Trustee

	
 

	
Indenture Trustee


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Issuing entity

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Servicer, affiliated Servicer, other
  Servicer servicing 20% or more of pool assets at time of report, other
  material servicers

	
 

	
Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Originator of 20% or more of pool assets as
  of the Cut-off Date

	
 

	
Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1119 – Affiliations and relationships
  between the following entities, or their respective affiliates, that are
  material to Certificateholders:

	
 

	
 





R-11







	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Sponsor (Seller)

	
 

	
Seller


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Depositor

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Indenture Trustee

	
 

	
Indenture Trustee (only as to affiliations
  between the Indenture Trustee and such other parties listed)


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Servicer, affiliated Servicer, other
  Servicer servicing 20% or more of pool assets at time of report, other
  material servicers

	
 

	
Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Originator

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Credit Enhancer/Support Provider

	
 

	
Depositor


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Significant Obligor

	
 

	
Servicer


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1122 – Assessment of Compliance with
  Servicing Criteria

	
 

	
Each Party participating in the servicing
  function


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Item 1123 – Servicer Compliance Statement 

	
 

	
Servicer and Indenture Trustee





R-12