IndyMac INDX Mortgage Loan Trust 2007-FLX3 – ‘8-K’ for 4/27/07 – EX-99.1

On:  Wednesday, 5/16/07, at 5:08pm ET   ·   For:  4/27/07   ·   Accession #:  905148-7-3797   ·   File #:  333-132042-68

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     19K 
 2: EX-99.1     Miscellaneous Exhibit                                218    790K 
 3: EX-99.2     Miscellaneous Exhibit                                 20     91K 
 4: EX-99.3     Miscellaneous Exhibit                                 22     98K 
 5: EX-99.4     Miscellaneous Exhibit                                 16     66K 
 6: EX-99.5     Miscellaneous Exhibit                                 10     37K 
 7: EX-99.6     Miscellaneous Exhibit                                 10     35K 

EX-99.1   —   Miscellaneous Exhibit
Exhibit Table of Contents

EX-99.1
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                                                                  Exhibit 99.1

                                                              Execution Copy

==============================================================================  

INDYMAC MBS, INC. 
Depositor 

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

DEUTSCHE BANK NATIONAL TRUST COMPANY  
Trustee and Supplemental Interest Trustee 

----------------------------------------  

POOLING AND SERVICING AGREEMENT 
Dated as of April 1, 2007 

----------------------------------------  

INDYMAC INDX MORTGAGE LOAN TRUST  
2007-FLX3 

MORTGAGE PASS-THROUGH CERTIFICATES  
Series 2007-FLX3  

==============================================================================  

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TABLE OF CONTENTS 
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ARTICLE ONE DEFINITIONS                                                      9  

    Section 1.01.   Definitions............................................9
    Section 1.02.   Rules of Construction.................................41

ARTICLE TWO CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND                   
                    WARRANTIES                                            43

    Section 2.01.   Conveyance of Mortgage Loans..........................43
Section 2.02.   Acceptance by the Trustee of the Mortgage           
                    Loans.................................................46
Section 2.03.   Representations, Warranties, and Covenants          
                    of the Seller and the Servicer........................48
Section 2.04.   Representations and Warranties of the               
                    Depositor as to the Mortgage Loans....................50
Section 2.05.   Delivery of Opinion of Counsel in                   
                    Connection with Substitutions.........................50
    Section 2.06.   Execution and Delivery of Certificates................51
    Section 2.07.   REMIC Matters.........................................51

ARTICLE THREE ADMINISTRATION AND SERVICING OF MORTGAGE LOANS                52  

    Section 3.01.   Servicer to Service Mortgage Loans....................52
    Section 3.02.   [Reserved]............................................53
Section 3.03.   Rights of the Depositor and the Trustee in          
                    Respect of the Servicer...............................53
    Section 3.04.   [Reserved]............................................53
    Section 3.05.   Trustee to Act as Servicer............................53
Section 3.06.   Collection of Mortgage Loan Payments;               
      Certificate Account; Distribution Account;
   Swap Account; Credit Support Collateral
                    Account...............................................53
Section 3.07.   Collection of Taxes, Assessments and                
                    Similar Items; Escrow Accounts........................57
Section 3.08.   Access to Certain Documentation and                 
                    Information Regarding the Mortgage Loans..............57
Section 3.09.   Permitted Withdrawals from the Certificate          
     Account, the Distribution Account and the
                    Swap Account..........................................58
Section 3.10.   Maintenance of Hazard Insurance;                    
                    Maintenance of Primary Insurance Policies.............59
Section 3.11.   Enforcement of Due-On-Sale Clauses;                 
                    Assumption Agreements.................................61
    Section 3.12.   Realization Upon Defaulted Mortgage Loans.............62
Section 3.13.   Trustee to Cooperate; Release of Mortgage           
                    Files.................................................64
Section 3.14.   Documents, Records and Funds in Possession          
                    of the Servicer to be Held for the Trustee............64
    Section 3.15.   Servicing Compensation................................65
    Section 3.16.   Access to Certain Documentation.......................65
    Section 3.17.   Annual Statement as to Compliance.....................65
Section 3.18.   Errors and Omissions Insurance; Fidelity            
                    Bonds.................................................65
    Section 3.19.   The Swap Contract.....................................66
    Section 3.20.   Notification of Adjustments...........................67
    Section 3.21.   Prepayment Charges....................................67
    Section 3.22.   Late Payment Fees.....................................68

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ARTICLE FOUR DISTRIBUTIONS AND ADVANCES BY THE SERVICER                     69  

    Section 4.01.   Advances..............................................69
    Section 4.02.   Priorities of Distribution............................70
    Section 4.03.   [Reserved]............................................73
    Section 4.04.   Allocation of Net Deferred Interest...................73
    Section 4.05.   Monthly Statements to Certificateholders..............74
    Section 4.06.   Carryover Reserve Fund................................76
Section 4.07.   Determination of Pass-Through Rates for             
                    LIBOR Certificates....................................76
    Section 4.08.   Supplemental Interest Trust...........................78

ARTICLE FIVE THE CERTIFICATES                                               79  

    Section 5.01.   The Certificates......................................79
Section 5.02.   Certificate Register; Registration of               
                    Transfer and Exchange of Certificates.................79
Section 5.03.   Mutilated, Destroyed, Lost or Stolen                
                    Certificates..........................................84
    Section 5.04.   Persons Deemed Owners.................................84
Section 5.05.   Access to List of Certificateholders' Names         
                    and Addresses.........................................84
    Section 5.06.   Maintenance of Office or Agency.......................85

ARTICLE SIX THE DEPOSITOR AND THE SERVICER                                  86  

Section 6.01.   Respective Liabilities of the Depositor and         
                    the Servicer..........................................86
Section 6.02.   Merger or Consolidation of the Depositor or         
                    the Servicer..........................................86
Section 6.03.   Limitation on Liability of the Depositor,           
                    the Seller, the Servicer, and Others..................86
    Section 6.04.   Limitation on Resignation of the Servicer.............87

ARTICLE SEVEN DEFAULT                                                       88  

    Section 7.01.   Events of Default.....................................88
    Section 7.02.   Trustee to Act; Appointment of Successor..............89
    Section 7.03.   Notification to Certificateholders....................90

ARTICLE EIGHT CONCERNING THE TRUSTEE                                        92  

    Section 8.01.   Duties of the Trustee.................................92
    Section 8.02.   Certain Matters Affecting the Trustee.................92
Section 8.03.   Trustee Not Liable for Certificates or              
                    Mortgage Loans........................................94
    Section 8.04.   Trustee May Own Certificates..........................94
    Section 8.05.   Trustee's Fees and Expenses...........................94
    Section 8.06.   Eligibility Requirements for the Trustee..............95
    Section 8.07.   Resignation and Removal of the Trustee................95
    Section 8.08.   Successor Trustee.....................................96
    Section 8.09.   Merger or Consolidation of the Trustee................97
Section 8.10.   Appointment of Co-Trustee or Separate               
                    Trustee...............................................97
    Section 8.11.   Tax Matters...........................................98

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ARTICLE NINE TERMINATION                                                   101  

Section 9.01.   Termination upon Liquidation or Purchase of         
                    the Mortgage Loans...................................101
    Section 9.02.   Final Distribution on the Certificates...............102
    Section 9.03.   Additional Termination Requirements..................103
Section 9.04.   Termination of the Supplemental Interest            
                    Trust................................................103

ARTICLE TEN MISCELLANEOUS PROVISIONS                                       104  

    Section 10.01.  Amendment............................................104
    Section 10.02.  Recordation of Agreement; Counterparts...............105
    Section 10.03.  Governing Law........................................106
    Section 10.04.  Intention of Parties.................................106
    Section 10.05.  Notices..............................................106
    Section 10.06.  Severability of Provisions...........................107
    Section 10.07.  Assignment...........................................107
    Section 10.08.  Limitation on Rights of Certificateholders...........107
    Section 10.09.  Inspection and Audit Rights..........................108
    Section 10.10.  Certificates Nonassessable and Fully Paid............108
    Section 10.11.  Official Record......................................109
    Section 10.12.  Protection of Assets.................................109
    Section 10.13.  Qualifying Special Purpose Entity....................109

ARTICLE ELEVEN EXCHANGE ACT REPORTING                                      110  

    Section 11.01.  Filing Obligations...................................110
    Section 11.02.  Form 10-D Filings....................................110
    Section 11.03.  Form 8-K Filings.....................................111
    Section 11.04.  Form 10-K Filings....................................111
    Section 11.05.  Sarbanes-Oxley Certification.........................114
    Section 11.06.  Form 15 Filing.......................................114
Section 11.07.  Report on Assessment of Compliance and              
                    Attestation..........................................114
    Section 11.08.  Use of Subcontractors................................115
    Section 11.09.  Amendments...........................................116

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SCHEDULES 
Schedule I:   Mortgage Loan Schedule......................................S-I-1 
Schedule II:  Representations and Warranties of the Seller/Servicer......S-II-1 
Schedule III: Representations and Warranties as to the Mortgage Loans...S-III-1 
Schedule IV:  Form of Monthly Report.....................................S-IV-1 

EXHIBITS  
Exhibit A:    Form of Senior Certificate....................................A-1 
Exhibit B:    Form of Subordinated Certificate..............................B-1 
Exhibit C:    Form of Class A-R Certificate.................................C-1 
Exhibit D:    Form of Class C Certificate...................................D-1 
Exhibit E     Form of Reverse of Certificates...............................E-1 
Exhibit F-1:  Form of Class P Certificate.................................F-1-1 
Exhibit F-2:  Form of Class L Certificates................................F-2-1 
Exhibit G-1:  Form of Initial Certification of Trustee....................G-1-1 
Exhibit G-2:  [Reserved]..................................................G-2-1 
Exhibit G-3:  Form of Delay Delivery Certification........................G-3-1 
Exhibit G-4:  [Reserved]..................................................G-4-1 
Exhibit H-1:  Form of Final Certification of Trustee......................H-1-1 
Exhibit H-2:  [Reserved]..................................................H-2-1 
Exhibit I:    Form of Transfer Affidavit....................................I-1 
Exhibit J:    Form of Transferor Certificate................................J-1 
Exhibit K:    Form of Investment Letter (Non-Rule 144A).....................K-1 
Exhibit L:    Form of Rule 144A Letter......................................L-1 
Exhibit M:    Form of Request for Release (for Trustee).....................M-1 
Exhibit N:    Request for Release of Documents..............................N-1 
Exhibit O-1:  Form of Certification to Be Provided By The Depositor             
             With Form 10-K................................................O-1
Exhibit O-2:  Trustee's Officer's Certificate ............................O-1-2 
Exhibit P:    Form of Swap Contract.........................................P-1 
Exhibit Q     Form 10-D, Form 8-K and Form 10-K Reporting Responsibility....Q-1 
Exhibit R     Form of Performance Certification (Trustee)...................R-1 
Exhibit S     Form of Servicing Criteria to be Addressed in Assessment          
             of Compliance Statement.......................................S-1
Exhibit T     Form of List of Item 1119 Parties.............................T-1 
Exhibit U     Form of Sarbanes-Oxley Certification..........................U-1 

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  THIS POOLING AND SERVICING AGREEMENT, dated as of April 1, 2007, among
INDYMAC MBS, INC., a Delaware corporation, as depositor (the "Depositor"),      
IndyMac Bank, F.S.B. ("IndyMac"), a federal savings bank, as seller (in that    
capacity, the "Seller") and as servicer (in that capacity, the "Servicer"),     
and Deutsche Bank National Trust Company, a national banking association, as    
trustee (the "Trustee") and as supplemental interest trustee (in that           
capacity, the "Supplemental Interest Trustee").                                 

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

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

PRELIMINARY STATEMENT 

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

REMIC 1                                                                         

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

           REMIC 1                Initial Principal           Pass-Through
      Interests                   Balance(1)                  Rate
      ---------                   -------                     ----
Class 1-1A                           (1)                        (2) 
Class 1-1B                           (1)                        (3) 
Class 1-2A                           (1)                        (2) 
Class 1-2B                           (1)                        (3) 
Class 1-3A                           (1)                        (2) 
Class 1-3B                           (1)                        (3) 

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           REMIC 1                Initial Principal           Pass-Through
      Interests                   Balance(1)                  Rate
      ---------                   -------                     ----
Class 1-4A                           (1)                        (2) 
Class 1-4B                           (1)                        (3) 
Class 1-5A                           (1)                        (2) 
Class 1-5B                           (1)                        (3) 
Class 1-6A                           (1)                        (2) 
Class 1-6B                           (1)                        (3) 
Class 1-7A                           (1)                        (2) 
Class 1-7B                           (1)                        (3) 
Class 1-8A                           (1)                        (2) 
Class 1-8B                           (1)                        (3) 
Class 1-9A                           (1)                        (2) 
Class 1-9B                           (1)                        (3) 
Class 1-10A                          (1)                        (2) 
Class 1-10B                          (1)                        (3) 
Class 1-11A                          (1)                        (2) 
Class 1-11B                          (1)                        (3) 
Class 1-12A                          (1)                        (2) 
Class 1-12B                          (1)                        (3) 
Class 1-13A                          (1)                        (2) 
Class 1-13B                          (1)                        (3) 
Class 1-14A                          (1)                        (2) 
Class 1-14B                          (1)                        (3) 
Class 1-15A                          (1)                        (2) 
Class 1-15B                          (1)                        (3) 
Class 1-16A                          (1)                        (2) 
Class 1-16B                          (1)                        (3) 
Class 1-17A                          (1)                        (2) 
Class 1-17B                          (1)                        (3) 
Class 1-18A                          (1)                        (2) 
Class 1-18B                          (1)                        (3) 
Class 1-19A                          (1)                        (2) 
Class 1-19B                          (1)                        (3) 
Class 1-20A                          (1)                        (2) 
Class 1-20B                          (1)                        (3) 
Class 1-21A                          (1)                        (2) 
Class 1-21B                          (1)                        (3) 
Class 1-22A                          (1)                        (2) 
Class 1-22B                          (1)                        (3) 
Class 1-23A                          (1)                        (2) 
Class 1-23B                          (1)                        (3) 
Class 1-24A                          (1)                        (2) 
Class 1-24B                          (1)                        (3) 
Class 1-25A                          (1)                        (2) 
Class 1-25B                          (1)                        (3) 

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           REMIC 1                Initial Principal           Pass-Through
      Interests                   Balance(1)                  Rate
      ---------                   -------                     ----
Class 1-26A                          (1)                        (2) 
Class 1-26B                          (1)                        (3) 
Class 1-27A                          (1)                        (2) 
Class 1-27B                          (1)                        (3) 
Class 1-28A                          (1)                        (2) 
Class 1-28B                          (1)                        (3) 
Class 1-29A                          (1)                        (2) 
Class 1-29B                          (1)                        (3) 
Class 1-30A                          (1)                        (2) 
Class 1-30B                          (1)                        (3) 
Class 1-31A                          (1)                        (2) 
Class 1-31B                          (1)                        (3) 
Class 1-32A                          (1)                        (2) 
Class 1-32B                          (1)                        (3) 
Class 1-33A                          (1)                        (2) 
Class 1-33B                          (1)                        (3) 
Class 1-34A                          (1)                        (2) 
Class 1-34B                          (1)                        (3) 
Class 1-35A                          (1)                        (2) 
Class 1-35B                          (1)                        (3) 
Class 1-36A                          (1)                        (2) 
Class 1-36B                          (1)                        (3) 
Class 1-37A                          (1)                        (2) 
Class 1-37B                          (1)                        (3) 
Class 1-38A                          (1)                        (2) 
Class 1-38B                          (1)                        (3) 
Class 1-39A                          (1)                        (2) 
Class 1-39B                          (1)                        (3) 
Class 1-40A                          (1)                        (2) 
Class 1-40B                          (1)                        (3) 
Class 1-41A                          (1)                        (2) 
Class 1-41B                          (1)                        (3) 
Class 1-42A                          (1)                        (2) 
Class 1-42B                          (1)                        (3) 
Class 1-43A                          (1)                        (2) 
Class 1-43B                          (1)                        (3) 
Class 1-44A                          (1)                        (2) 
Class 1-44B                          (1)                        (3) 
Class 1-45A                          (1)                        (2) 
Class 1-45B                          (1)                        (3) 
Class 1-46A                          (1)                        (2) 
Class 1-46B                          (1)                        (3) 
Class 1-47A                          (1)                        (2) 
Class 1-47B                          (1)                        (3) 

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           REMIC 1                Initial Principal           Pass-Through
      Interests                   Balance(1)                  Rate
      ---------                   -------                     ----
Class 1-48A                          (1)                        (2) 
Class 1-48B                          (1)                        (3) 
Class 1-49A                          (1)                        (2) 
Class 1-49B                          (1)                        (3) 
Class 1-50A                          (1)                        (2) 
Class 1-50B                          (1)                        (3) 
Class 1-51A                          (1)                        (2) 
Class 1-51B                          (1)                        (3) 
Class 1-52A                          (1)                        (2) 
Class 1-52B                          (1)                        (3) 
Class 1-53A                          (1)                        (2) 
Class 1-53B                          (1)                        (3) 
Class 1-54A                          (1)                        (2) 
Class 1-54B                          (1)                        (3) 
Class 1-55A                          (1)                        (2) 
Class 1-55B                          (1)                        (3) 
Class 1-56A                          (1)                        (2) 
Class 1-56B                          (1)                        (3) 
Class 1-57A                          (1)                        (2) 
Class 1-57B                          (1)                        (3) 
Class 1-58A                          (1)                        (2) 
Class 1-58B                          (1)                        (3) 
Class 1-59A                          (1)                        (2) 
Class 1-59B                          (1)                        (3) 
Class 1-60A                          (1)                        (2) 
Class 1-60B                          (1)                        (3) 
Class 1-Support                     (1), (4)                    (4) 
Class 1-P                            (5)                        (5) 
Class R-1                            (5)                        (5) 

------------------                                                              

(1)   Each such Class, other than the Class 1-Support Interest, will have an    
   initial principal balance equal to the product of: (i) 50% and (ii) the
excess of (a) the notional balance of the Swap Contract for the     
Distribution Date whose ordinal number (e.g., first, second, third) 
 equals the cardinal number (e.g. -1, -2, -3) of the designated Class,
 over (b) the notional balance of the Swap Contract for the subsequent
   Distribution Date. Scheduled principal, prepayments and Realized Losses
will be allocated first, to the Class 1-Support Interest and second,
among the other Classes designated "1-", first, sequentially to the 
  Class having the lowest cardinal number following such designation, in
    each case until reduced to zero, and second, among each class having the
same cardinal number pro rata between each such class.              

(2)   Prior to the Distribution Date in May 2012, a rate equal to the product   
  of: (i) 2 and (ii) the excess of (a) the Weighted Average Adjusted Net
   Mortgage Rate of the Mortgage Loans over (b) the Fixed Rate (as defined
in the Swap Contract). On and after the Distribution                

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Date in May 2012 a rate equal to the Weighted Average Adjusted Net  
Mortgage Rate of the Mortgage Loans.                                

(3)   Prior to the Distribution Date in April 2012, a rate equal to the lesser  
  of (i) twice the Fixed Rate (as defined in the Swap Contract) and (ii)
 twice the Weighted Average Adjusted Net Mortgage Rate of the Mortgage
  Loans. On and after the Distribution Date in May 2012, a rate equal to
  the Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans.

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

(5)   On each Distribution Date, the Class 1-P Interests will be allocated      
principal and prepayment charges in the same manner as the Class P  
Certificates.                                                       

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

REMIC 2                                                                         

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

           Pass-
                           Principal    Through   Corresponding Certificates
REMIC 2 Interests            Balances       Rate              Classes           
-----------------            --------       ----              -------           
Class 2-A-1A                       (1)      (2)              Class A-1          
Class 2-A-2                        (1)      (2)              Class A-2          
Class 2-A-3                        (1)      (2)              Class A-3          
Class 2-M-1                        (1)      (2)              Class M-1          
Class 2-M-2                        (1)      (2)              Class M-2          
Class 2-M-3                        (1)      (2)              Class M-3          
Class 2-M-4                        (1)      (2)              Class M-4          
Class 2-M-5                        (1)      (2)              Class M-5          
Class 2-M-6                        (1)      (2)              Class M-6          
Class 2-Accrual                    (1)      (2)              N/A                
Class 2-Swap IO                    (1)      (3)              N/A                
Class 2-P                          (4)      (4)              Class P            
Class R-2                          (4)      (4)              N/A                

------------------                                                              
(1)  On each Distribution Date, Principal Amounts and Realized Losses will be   
  allocated to the REMIC 2 Interests in such a manner that, following such
 allocations: (i) the principal balances of the REMIC 2 Interests (other
 than the Class 2-Accrual, Class 2-Swap IO and Class R-2 Interests) will
  equal 50% of the Certificate Balance of their Corresponding Certificates
   for such Distribution Date, (ii) the Class 2-Accrual Interest will have a
  principal balance equal to 50% of the aggregate principal balance of the
   Mortgage Loans plus 50% of the Overcollateralized Amount. For purposes of
   clauses (i) and (ii) in the immediately preceding sentence, the principal
balances of the Corresponding Certificates will be adjusted as if any 
excess of LIBOR plus the related Pass-                                

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 Through Margin over the Net Rate Cap for such Class of Certificates and
  any Distribution Date were treated as Deferred Interest that is added to
the Class Certificate Balance of such Certificates.                   

(2)  The Pass-Through Rate will equal the weighted average of the Pass-Through  
  Rates of the REMIC 1 Interests treating each "B" interest as capped at a
 rate equal to the product of (i) 2 and (ii) the least of (a) LIBOR, (b)
the Fixed Rate (as defined in the Swap Contract) and (c) the Weighted 
   Average Net Mortgage Rate on each Distribution Date whose cardinal number
preceding such designation (e.g., -1, -2, -3) is not exceeded by the  
   ordinal number of the Distribution Date following the Closing Date (e.g.,
first, second, third) for such Distribution Date (the "REMIC Cap").   

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

(4)  On each Distribution Date, the Class 2-P Interests will be allocated       
principal and prepayment charges in the same manner as the Class P    
Certificates.                                                         

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

The Master REMIC  

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

                                                        [Enlarge/Download Table]


                   Initial Class                   Initial                                       
        Class       Certificate   Pass-Through  Pass-Through    Minimum     Integral Multiples in
     Designation      Balance         Rate          Rate      Denomination    Excess of Minimum  
     -----------      -------         ----          ----      ------------    -----------------  
                                                                                                 
Class A-1         $229,470,000    Floating (1)    5.56000%      $25,000                $1        
Class A-2          $95,615,000    Floating (1)    5.59000%      $25,000                $1        
Class A-3          $57,370,000    Floating (1)    5.65000%      $25,000                $1        
Class A-R                 $100    Variable (2)    6.38819%        $100                N/A        
Class M-1           $9,285,000    Floating (1)    5.97000%      $100,000               $1        
Class M-2           $1,615,000    Floating (1)    6.17000%      $100,000               $1        
Class M-3           $3,025,000    Floating (1)    6.57000%      $100,000               $1        
Class M-4           $1,415,000    Floating (1)    6.87000%      $100,000               $1        
Class M-5           $2,015,000    Floating (1)    7.57000%      $100,000               $1        
Class M-6           $1,415,000    Floating (1)    7.57000%      $100,000               $1        
Class C                N/A            (3)           N/A           N/A                 N/A        
Class P                   $100        (4)           N/A           N/A                 N/A        


(1)   The Pass-Through Rate for this Class of Certificates for any Interest     
Accrual Period for any Distribution Date will be a per annum rate equal to the  
lesser of (i) LIBOR for that Distribution Date plus the Pass-Through Margin     
for that Class and that Interest Accrual Period and (ii) the Net Rate Cap for   
that Distribution Date. Solely for federal income tax purposes: (i) the Senior  
and Subordinated Certificates will be subject to a cap equal to the REMIC Cap,  
and (ii) all monies received by the Senior and                                  

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Subordinated Certificates in excess of the REMIC Cap will be treated as a paid  
pursuant to a limited recourse interest rate cap contract as provided in        
Section 8.11.                                                                   

(2)   The Pass-Through Rate for the Class A-R Certificates for the Interest     
Accrual Period related to any Distribution Date will be a per annum rate equal  
to the Weighted Average Adjusted Net Mortgage Rate of the Mortgage Loans.       

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

(4)   The Class P Certificates will not be entitled to any interest, but will   
be entitled to 100% of any Prepayment Charges collected on the Mortgage Loans.  

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

    For federal income tax purposes, the Trustee will treat the Late Payment
Fees as beneficially owned by the Holders of the Class L Certificates and       
shall treat such portion of the Trust Fund as an interest in a "trust" within   
the meaning of Treasury Regulations section 301.7701-4(a) (the "Grantor         
Trust").                                                                        

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

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

Accretion Directed Certificates........  None.                                  

Accrual Certificates...................  None.                                  

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

COFI Certificates......................  None.                                  

Components.............................  None.                                  

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Component Certificates.................  None.                                  

Delay Certificates.....................  Class A-R Certificates.                

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

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

Non-Delay Certificates.................  All LIBOR Certificates.                

Notional Amount Certificates...........  None.                                  

Notional Amount Components.............  None.                                  

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

Physical Certificates..................  Class A-R Certificates and Private     
               Certificates.

Planned Principal Classes..............  None.                                  

Principal Only Certificates............  None.                                  

Principal Only Components..............  None.                                  

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

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

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

Residual Certificates..................  Class A-R Certificates.                

Retained Certificates..................  None.                                  

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

Subordinated Certificates..............  Class M-1, Class M-2, Class M-3,       
                                    Class M-4, Class M-5 and Class M-6
               Certificates.

Targeted Principal Classes.............  None.                                  

Targeted Principal Component...........  None.                                  

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

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Article One 

DEFINITIONS 

Section 1.01.     Definitions.                                      

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

Accretion Directed Certificates: As specified in the Preliminary    
Statement.                                                                      

Accretion Direction Rule: Not applicable.                           

Accrual Amount: Not applicable.                                     

Accrual Certificates:  As specified in the Preliminary Statement.   

Accrual Termination Date:  Not applicable.                          

Additional Designated Information:  As defined in Section 11.02.    

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

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

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

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

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

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

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

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

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

  Applied Realized Loss Amount: For any Distribution Date, the amount by
which the aggregate Class Certificate Balance of all LIBOR Certificates (after  
all distributions of principal on such Distribution Date) exceeds the Pool      
Principal Balance (after giving effect to Principal Prepayments and             
Liquidation Proceeds allocated to principal and Subsequent Recoveries received  
in the related Prepayment Period).                                              

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

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

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

Bankruptcy Coverage Termination Date:  Not applicable.              

Bankruptcy Loss:  Not applicable.                                   

Bankruptcy Loss Coverage Amount:  Not applicable.                   

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

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

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

Carryover Reserve Fund: The separate Eligible Account created and   
maintained by the Trustee pursuant to Section 4.06 with a depository            
institution in the name of the Trustee for the benefit of the                   

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Certificateholders and designated "Deutsche Bank National Trust Company, in     
trust for the registered holders of IndyMac INDX Mortgage Loan Trust            
2007-FLX3, Mortgage Pass-Through Certificates, Series 2007-FLX3."               

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

  Certificate Account: The separate Eligible Account or Accounts created
and maintained by the Servicer pursuant to Section 3.06(d) with a depository    
institution in the name of the Servicer for the benefit of the Trustee on       
behalf of Certificateholders and designated "IndyMac Bank, F.S.B., in trust     
for the registered holders of IndyMac INDX Mortgage Loan Trust 2007-FLX3,       
Mortgage Pass-Through Certificates, Series 2007-FLX3."                          

Certificate Balance: With respect to any Certificate (other than the
Class C Certificates) at any date, the maximum dollar amount of principal to    
which the Holder thereof is then entitled under this Agreement, such amount     
being equal to the Denomination thereof (A) minus the sum of (i) all            
distributions of principal previously made with respect thereto and (ii) all    
Applied Realized Loss Amounts allocated to that Certificate, (B) plus the       
amount of Net Deferred Interest allocated to that Certificate pursuant to       
Section 4.04 prior to the date of determination and (C) in the case of any      
Class of Accrual Certificates, plus the Accrual Amount added to the Class       
Certificate Balance of such Class prior to such date.                           

Certificate Group:  Not applicable.                                 

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

    Certificate Register:  The register maintained pursuant to Section 5.02.

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

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

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

Certification Party:  As defined in Section 11.05.                  

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Certifying Person:  As defined in Section 11.05.                    

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

Class Certificate Balance: For any Class (other than the Class L    
Certificates) as of any date of determination, the aggregate of the             
Certificate Balances of all Certificates of the Class as of that date. The      
Class L Certificates do not have a Class Certificate Balance.                   

   Class C Distributable Amount:  As defined in the Preliminary Statement.

Closing Date:  April 27, 2007.                                      

CMT Index:  Not applicable.                                         

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

COFI:  Not applicable.                                              

COFI Certificates:  Not applicable.                                 

Commission:  The United States Securities and Exchange Commission.  

Compensating Interest: For any Distribution Date, the lesser of (x) 
0.125% multiplied by one-twelfth multiplied by the aggregate Stated Principal   
Balance of the Mortgage Loans as of the first day of the prior month and (y)    
the aggregate Prepayment Interest Shortfall for such Distribution Date.         

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

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

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

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

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

Corporate Trust Office: The designated office of the Trustee in the 
State of California at which at any particular time its corporate trust         
business with respect to this Agreement is administered, which office at the    
date of the execution of this Agreement is located at 1761 East St. Andrew      
Place, Santa Ana, California 92705, Attn: Mortgage Administration-IN07F3        
(IndyMac MBS, Inc., IndyMac INDX Mortgage Loan Trust 2007-FLX3, Mortgage        
Pass-Through Certificates, Series 2007-FLX3), and which is the address to       
which notices to and correspondence with the Trustee should be directed. With   
respect to the Certificate Registrar, the designated office for presentment     
and surrender of Certificates for registration transfer, exchange or final      
payment thereof which at the date of execution of this Agreement, is located    
at DB Services Tennessee, 648 Grassmere Park Road, Nashville, Tennessee,        
37211-3658, Attention: Transfer Unit.                                           

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Credit Support Collateral Account: The separate Eligible Account or 
Accounts created and maintained by the Supplemental Interest Trustee pursuant   
to Section 3.06(h) with a depository institution in the name of the             
Supplemental Interest Trustee for the benefit of the Supplemental Interest      
Trust on behalf of the Holders of the Offered Certificates and designated       
"IndyMac Bank, F.S.B., in trust for the registered Holders of IndyMac INDX      
Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through Certificates, Series       
2007-FLX3."                                                                     

Cross-over Situation:  Not applicable.                              

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

Distribution Date                 Percentage                                    
-----------------                 ----------                                    

May 2010 - April 2011...........  0.15% with respect to May 2010, plus an       
                             additional 1/12th of 0.25% for each month
                 thereafter through April 2011

May 2011 - April 2012...........  0.40% with respect to May 2011, plus an       
                             additional 1/12th of 0.30% for each month
                 thereafter through April 2012

May 2012- April 2013............  0.70% with respect to May 2012, plus an       
                             additional 1/12th of 0.30% for each month
                 thereafter through April 2013

May 2013 - April 2014...........  1.00% with respect to May 2013, plus an       
                             additional 1/12th of 0.35% for each month
                 thereafter through April 2014

May 2014- April 2015............  1.35% with respect to May 2014, plus an       
                             additional 1/12th of 0.15% for each month
                 thereafter through April 2015

May 2015 and thereafter.........  1.50%                                         

  Current Interest: With respect to each Class of LIBOR Certificates and
each Distribution Date, (x) the interest accrued at the applicable              
Pass-Through Rate for the applicable Interest Accrual Period on the Class       
Certificate Balance of that Class immediately prior to that Distribution Date   
minus (y) the Net Interest Shortfalls allocated to that Class for that          
Distribution Date and minus (z) the Net Deferred Interest, if any, allocated    
to that Class for that Distribution Date.                                       

Cut-off Date:  April 1, 2007.                                       

Cut-off Date Pool Principal Balance:  $403,645,670.                 

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

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

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

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

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

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

Delay Certificates:  As specified in the Preliminary Statement.     

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

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

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

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

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

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

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

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

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

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

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

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

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

Distribution Account: The separate Eligible Account created and     
maintained by the Trustee pursuant to Section 3.06(e) in the name of the        
Trustee for the benefit of the Certificateholders and designated "Deutsche      
Bank National Trust Company in trust for registered holders of IndyMac INDX     
Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through Certificates, Series       
2007-FLX3." Funds in the Distribution Account shall be held in trust for the    
Certificateholders for the uses and purposes set forth in this Agreement.       

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

    Distribution Date: The 25th day of each calendar month after the initial
issuance of the Certificates, or if that day is not a Business Day, the next    
Business Day, commencing in May 2007.                                           

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

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

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

Eligible Account:  Any of                                           

   (i) an account or accounts maintained with a federal or state chartered
depository institution or trust company the short-term unsecured debt           
obligations of which (or, in the case of a depository institution or trust      
company that is the principal subsidiary of a holding company, the debt         
obligations of either such holding company or the depository institution or     
trust company, whichever are rated higher) have (x) if Moody's is a Rating      
Agency at the time amounts are held on deposit therein, the highest short-term  
ratings of Moody's (which shall be Prime-1), (y) if Fitch is a Rating Agency    
at the time any amounts are held on deposit therein, the highest short-term     
rating of Fitch (which shall be F1 for funds held for less than 30 days, and    
F1+ for funds held for longer than 30 days and less than 365 days) and (z) if   
S&P                                                                             

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is a Rating Agency at the time any amounts are held on deposit therein, a       
short-term rating of at least A-2, for funds held no longer than 30 days, and,  
if funds will be held longer than 30 days and less than 365 days, a short-term  
rating of at least A-1+, or                                                     

    (ii) an account or accounts in a depository institution or trust company
in which such accounts are insured by the FDIC (to the limits established by    
the FDIC) and the uninsured deposits in which accounts are otherwise secured    
such that, as evidenced by an Opinion of Counsel delivered to the Trustee and   
to each Rating Agency, the Certificateholders have a claim with respect to the  
funds in such account or a perfected first priority security interest against   
any collateral (which shall be limited to Permitted Investments) securing such  
funds that is superior to claims of any other depositors or creditors of the    
depository institution or trust company in which such account is maintained,    
or                                                                              

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

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

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

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

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

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

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

Event of Default:  As defined in Section 7.01.                      

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

Excess Loss:  Not applicable.                                       

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

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

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

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

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

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

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

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

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

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

   Fitch: Fitch, Inc., or any successor thereto. If Fitch is designated as
a Rating Agency in the Preliminary Statement, for purposes of Section 10.05(b)  
the address for notices to Fitch shall be Fitch, Inc., One State Street Plaza,  
New York, NY 10004, Attention: MBS Monitoring - IndyMac 2007-FLX3, or any       
other address Fitch furnishes to the Depositor and the Servicer.                

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

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

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

Fraud Loan:  Not applicable.                                        

Fraud Losses:  Not applicable.                                      

Fraud Loss Coverage Amount:  Not applicable.                        

Fraud Loss Coverage Termination Date:  Not applicable.              

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

Grantor Trust:  As specified in the Preliminary Statement.          

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

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

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

Initial Bankruptcy Loss Coverage Amount:  Not applicable.           

Initial LIBOR Rate:  5.3200% per annum.                             

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

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

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

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

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

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

Interest Funds:  For any Distribution Date, the Interest Remittance 
Amount minus the Trustee Fee for that Distribution Date.                        

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

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

Interest Remittance Amount:  For any Distribution Date is :         

(a) the sum, without duplication, of:                   

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

         (2) all interest on Principal Prepayments, other than
Prepayment Interest Excess,                             

(3) all Advances relating to interest,      

               (4) amounts paid by the Servicer in respect of Compensating
Interest, and                                           

        (5) Liquidation Proceeds received during the related
         Prepayment Period (to the extent such Liquidation Proceeds relate
to interest)                                            

minus                                                   

  (b) all Advances relating to interest and certain expenses
reimbursed since the prior Due Date,                                

plus                                                    

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

Interest Settlement Rate:  As defined in Section 4.07.              

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

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

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

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

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

LIBOR Certificates: As specified in the Preliminary Statement.      

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Mortgage Index:  One-Year LIBOR Index.                              

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

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

(i)   the loan number;                                  

         (ii)  the street address of the Mortgaged Property, including the
zip code;                                   

(iii) the maturity date;                                

(iv)  the original principal balance;                   

(v)   the Cut-off Date Principal Balance;               

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

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

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

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

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

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

(xii) the Loan-to-Value Ratio at origination;           

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

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

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

(xvi) the purpose for the Mortgage Loan;                

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

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

(xix) the Servicing Fee Rate;                           

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

(xxi) the coverage amount of any mortgage insurance;    

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

  (xxiii) a code indicating whether the Mortgage Loan is a Delay
Delivery Mortgage Loan;                     

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

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

  (xxvi) the type of Prepayment Charges and the length of time
        during which Prepayment Charges will be imposed on a
Mortgage Loan.                              

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

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

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

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

Mortgagor:  The obligors on a Mortgage Note.                        

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

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

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

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

Net Prepayment Interest Shortfall: As to any Distribution Date, the 
amount, if any, by which the aggregate of the Prepayment Interest Shortfalls    
exceeds the Compensating Interest for such Distribution Date.                   

    Net Rate Cap: For each Distribution Date and the LIBOR Certificates, the
product of (A) the excess of (x) the Weighted Average Adjusted Net Mortgage     
Rate of the Mortgage Loans over (y) a fraction the numerator of which is any    
Net Swap Payment and Swap Termination Payment payable to the Swap Counterparty  
(other than any Swap Termination Payment due to a Swap Counterparty Trigger     
Event), and the denominator of which is the aggregate Stated Principal Balance  
of the Mortgage Loans as of the Due Date in the prior month (after giving       
effect to Principal Prepayments received in the Prepayment Period related to    
that prior Due Date) multiplied by 12 and (B) a fraction, the numerator of      
which is 30, and the denominator of which is the actual number of days in the   
related Interest Accrual Period.                                                

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

         (1) the amount of interest that Class would have accrued for that
Distribution Date had the Pass-Through Rate for that Class and the  
related Interest Accrual Period not been calculated based on the Net
Rate Cap, over                                                      

          (2) the amount of interest that Class accrued on that Distribution
Date based on the Net Rate Cap,                                     

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

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

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

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

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

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

Notional Amount:  Not applicable.                                   

Notional Amount Certificates:  As specified in the Preliminary      
Statement.                                                                      

   Notional Amount Components:  As specified in the Preliminary Statement.

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

Offered Certificates:  As specified in the Preliminary Statement.   

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

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

   One-Year LIBOR Index: The average of the London interbank offered rates
for one-year U.S. dollar deposits in the London market, generally as set forth  
in either The Wall Street Journal or some other source generally accepted in    
the residential mortgage loan origination business and specified in the         
related Mortgage Note, or, if such rate ceases to be published in The Wall      
Street Journal or becomes unavailable for any reason, then based upon a new     
index selected by the servicer, based on comparable information, in each case,  
as most recently announced as of either 15 days prior to, or the first          
Business Day of the month immediately preceding the month of, such Adjustment   
Date.                                                                           

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

Optional Termination Date:  As defined in Section 9.01.             

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

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OTS:  The Office of Thrift Supervision.                             

Outside Reference Date:  Not applicable.                            

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

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

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

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

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

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

 Overcollateralization Target Amount: With respect to any Distribution
Date (a) prior to the Stepdown Date, an amount equal to 0.60% of the Cut-off    
Date Pool Principal Balance and (b) on or after the Stepdown Date, the greater  
of (i) (x) for any Distribution Date prior to the Distribution Date in May      
2013, an amount equal to 1.50% of the aggregate Stated Principal Balance of     
the Mortgage Loans as of the Due Date in the month of that Distribution Date    
(after giving effect to Principal Prepayments received in the related           
Prepayment Period) and (y) for any Distribution Date on or after the            
Distribution Date in May 2013, an amount equal to 1.20% of the aggregate        
Stated Principal Balance of the Mortgage Loans as of the Due Date in the month  
of that Distribution Date (after giving effect to Principal Prepayments         
received in the related Prepayment Period) and (ii) the OC Floor; provided,     
however, that if a Trigger Event is in effect on any Distribution Date, the     
Overcollateralization Target Amount will be the Overcollateralization Target    
Amount as in effect for the prior Distribution Date.                            

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

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

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

  Class of LIBOR Certificates            Pass-Through Margin
  ---------------------------            -------------------
                                           (1)                 (2)
                                          ------------        ------------
      Class A-1.....................      0.240%              0.480%
      Class A-2.....................      0.270%              0.540%
      Class A-3.....................      0.330%              0.660%
      Class M-1.....................      0.650%              0.975%
      Class M-2.....................      0.850%              1.275%
      Class M-3.....................      1.250%              1.875%
      Class M-4.....................      1.550%              2.325%
      Class M-5.....................      2.250%              3.375%
      Class M-6.....................      2.250%              3.375%

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

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

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

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

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

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

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

Performance Certification:  As defined in Section 11.05.            

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

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

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

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

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

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

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

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

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

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

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

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No Permitted Investment may (i) evidence the right to receive       
interest-only payments with respect to the obligations underlying the           
instrument, (ii) be sold or disposed of before its maturity or (iii) be any     
obligation of the Seller or any of its Affiliates. Any Permitted Investment     
shall be relatively risk free and no options or voting rights shall be          
exercised with respect to any Permitted Investment. Any Permitted Investment    
shall be sold or disposed in accordance with Financial Accounting Standard      
140, paragraph 35c(6) in effect as of the Closing Date.                         

Permitted Transferee:  Any person other than                        

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

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

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

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

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

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

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

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

Physical Certificates:  As specified in the Preliminary Statement.  

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

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

  Planned Principal Classes:  As specified in the Preliminary Statement.

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

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

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

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

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

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

Prepayment Shift Percentage:  Not applicable.                       

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

Principal Balance Schedules:  Not applicable.                       

  Principal Distribution Amount: With respect to each Distribution Date,
an amount equal to the sum of (1) the Principal Remittance Amount for that      
Distribution Date minus the Overcollateralization Release Amount for that       
Distribution Date and (2) the Extra Principal Distribution Amount for that      
Distribution Date.                                                              

    Principal Only Certificates:  As specified in the Preliminary Statement.

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

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

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

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  Principal Remittance Amount: For any Distribution Date, an amount, not
less than zero, equal to:                                                       

(a) the sum, without duplication, of:                   

           (1) all principal collected or advanced on the Mortgage
    Loans with respect to the related Due Date and any Principal
Prepayments not constituting Net Prepayments,           

   (2) Net Prepayments for that Distribution Date,

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

(4) any Substitution Adjustment Amounts, and

                (5) all liquidation proceeds (to the extent such liquidation
    proceeds related to principal) and all Subsequent Recoveries
received during the related Prepayment Period           

minus                                                   

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

Private Certificates:  As specified in the Preliminary Statement.   

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

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

PUD:  Planned Unit Development.                                     

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

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

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

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

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

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

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

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

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

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

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

Reference Bank:  As defined in Section 4.07.                        

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

Regular Certificates:  As specified in the Preliminary Statement.   

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

Relief Act:  The Servicemembers Civil Relief Act.                   

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

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

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

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

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

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

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

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

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

(e) any amendment to this Agreement;                                

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

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

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

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

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

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

Residual Certificates:  As specified in the Preliminary Statement.  

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

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

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

Rolling Sixty-Day Delinquency Rate: With respect to any Distribution
Date, an amount equal to the average of the Delinquency Rates for that          
Distribution Date and the two immediately preceding Distribution Dates.         

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

Sarbanes-Oxley Certification:  As defined in Section 11.05.         

  S&P:  Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
If S&P is designated as a Rating Agency in the Preliminary Statement, for       
purposes of Section 10.05(b) the address for notices to S&P shall be Standard   
& Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water Street,       

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New York, New York 10041, Attention:  Mortgage Surveillance Monitoring, or      
any other address that S&P furnishes to the Depositor and the Servicer.         

Scheduled Balance:  Not applicable.                                 

Scheduled Classes:  As specified in the Preliminary Statement.      

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

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

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

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

 Senior Certificate Group:  As specified in the Preliminary Statement.

Senior Certificates:  As specified in the Preliminary Statement.    

Senior Credit Support Depletion Date:  Not applicable.              

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

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

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

Senior Principal Distribution Amount: For any Distribution Date, an 
amount equal to the lesser of: (i) the Principal Distribution Amount for that   
Distribution Date; and (ii) the excess of (a) the aggregate Class Certificate   
Balance of the Senior Certificates immediately prior to that Distribution Date  
over (b) the lesser of (x) the product of (1) 86.875% for any Distribution      
Date prior to the Distribution Date in May 2013 and 89.500% for any             
Distribution Date on or after the Distribution Date in May 2013 and (2) the     
aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in  
the month prior to the month of that Distribution Date (after giving effect to  
Principal Prepayments in the Prepayment Period related to that prior Due Date)  
and (y) the aggregate Stated Principal Balance of the Mortgage Loans as of the  
Due Date related to the month of that Distribution Date (after giving effect    
to Principal Prepayments in the Prepayment Period related to that prior Due     
Date), minus the OC floor.                                                      

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

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

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

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

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

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

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

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

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

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

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

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

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

Shift Percentage:  Not applicable.                                  

    Six-Month LIBOR Index: The average of the London interbank offered rates
for six month U.S. dollar deposits in the London market, generally as set       
forth in either The Wall Street Journal or some other source generally          
accepted in the residential mortgage loan origination business and specified    
in the related Mortgage Note or, if such rate ceases to be published in The     
Wall Street Journal or becomes                                                  

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unavailable for any reason, then based upon a new index selected by the         
Servicer, based on comparable information, in each case, as most recently       
announced as of either 45 days prior to, or the first Business Day of the       
month immediately preceding the month of, such Adjustment Date.                 

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

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

Special Hazard Coverage Termination Date:  Not applicable.          

Special Hazard Loss:  Not applicable.                               

Special Hazard Loss Coverage Amount:  Not applicable.               

Special Hazard Mortgage Loan:  Not applicable.                      

Startup Day:  The Closing Date.                                     

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

Stepdown Date: The earlier to occur of (x) the Distribution Date    
following the Distribution Date on which the aggregate Class Certificate        
Balance of the Senior Certificates is reduced to zero and (y) the later to      
occur of (i) the Distribution Date in May 2010 and (ii) the first Distribution  
Date on which the Senior Enhancement Percentage is equal to or greater than     
(a) 13.125% on any Distribution Date prior to the Distribution Date in May      
2013 and (b) 10.500% on any Distribution Date on or after the Distribution      
Date in May 2013.                                                               

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

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                                               Stepdown Target   Stepdown Target
                                               Subordination     Subordination
                                              Percentage (1)    Percentage (2)
                                              --------------    --------------
       Class M-1.........................     7.375%            5.900%
       Class M-2.........................     6.374%            5.099%
       Class M-3.........................     4.501%            3.601%
       Class M-4.........................     3.624%            2.900%
       Class M-5.........................     2.376%            1.901%
       Class M-6.........................     1.500%            1.200%
--------                                                                        
(1)   For any Distribution Date occurring on or after the Distribution Date     
occurring in May 2010 and prior to the Distribution Date occurring in May       
2013.                                                                           

(2)   For any Distribution Date occurring on or after the Distribution Date     
occurring in May 2013.                                                          

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

  Subordinated Certificates:  As specified in the Preliminary Statement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Substitution Adjustment Amount:  As defined in Section 2.03.        

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

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

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

Swap Account: The separate Eligible Account or Accounts created and 
maintained by the Supplemental Interest Trustee pursuant to Section 3.06(g)     
with a depository institution in the name of the Supplemental Interest Trustee  
for the benefit of the Supplemental Interest Trustee on behalf of the           

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Holders of the Offered Certificates and the Class C Certificates and            
designated "IndyMac Bank, F.S.B., in trust for the registered Holders of        
IndyMac INDX Mortgage Loan Trust 2007-FLX3, Mortgage Pass-Through               
Certificates, Series 2007-FLX3."                                                

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

Swap Contract Termination Date:  The Distribution Date in May 2014. 

Swap Counterparty:  Credit Suisse International.                    

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

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

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

Targeted Balance:  Not applicable.                                  

   Targeted Principal Classes:  As specified in the Preliminary Statement.

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

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

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

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

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

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

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

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

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

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

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

Trustee Fee Rate:  0.0075% per annum.                               

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

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

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

United States Person or U.S. Person:                                

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

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

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

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

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

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

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

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

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

Withdrawal Date: The 18th day of each month, or if such day is not a
Business Day, the next preceding Business Day.                                  

Section 1.02.     Rules of Construction.                            

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

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

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

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

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

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

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

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

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

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Article Two 

CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES  

Section 2.01.     Conveyance of Mortgage Loans.                     

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

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

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

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

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

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Loan, the original Mortgage, noting the presence of the MIN of the  
   Mortgage Loans and either language indicating that the Mortgage Loan is
 a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage Loan
was not a MOM Loan at origination, the original Mortgage and the    
assignment thereof to MERS, with evidence of recording indicated    
thereon, or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded.                    

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

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

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

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

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

(B) the executed Security Agreement;        

(C) the executed Proprietary Lease;         

(D) the executed Recognition Agreement;     

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

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

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

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Mortgage Loan sold by the Seller to the Depositor during the term of this       
Agreement unless and until such Mortgage Loan is repurchased in accordance      
with the terms of this Agreement.                                               

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

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

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

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

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

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

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

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

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

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

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

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

The Trustee acknowledges receipt of the documents identified in the 
Initial Certification in the form of Exhibit G-1, and declares that it holds    
and will hold such documents and the other documents delivered to it            
constituting the Mortgage Files for the Mortgage Loans, and that it holds or    
will hold such                                                                  

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other assets as are included in the Trust Fund, in trust for the exclusive use  
and benefit of all present and future Certificateholders.                       

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

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

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

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

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

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

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

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

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

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

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

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

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

   With respect to any Substitute Mortgage Loan or Loans, the Seller shall
deliver to the Trustee for the benefit of the Certificateholders the Mortgage   
Note, the Mortgage, the related assignment of the Mortgage, and such other      
documents and agreements as are required by Section 2.01, with the Mortgage     
Note endorsed and the Mortgage assigned as required by Section 2.01. No         
substitution is permitted to be made in any calendar month after the            
Determination Date for such month. Scheduled Payments due with respect to       
Substitute Mortgage Loans in the month of substitution shall not be part of     
the Trust Fund and                                                              

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will be retained by the Seller on the next succeeding Distribution Date. For    
the month of substitution, distributions to Certificateholders will include     
the monthly payment due on any Deleted Mortgage Loan for such month and         
thereafter the Seller shall be entitled to retain all amounts received in       
respect of such Deleted Mortgage Loan.                                          

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

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

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

The Seller assigns to the Depositor and the Depositor assigns to the
Trustee all rights the Seller might have under contracts with third parties     
relating to early payment defaults on the Mortgage Loans ("EPD Rights") and     
the Servicer assumes any related duties as part of its servicing obligations.   
Consistent with the Servicing Standard, the Servicer shall attempt to enforce   
the EPD rights. If the Servicer's enforcement of the EPD Rights obligates the   
Servicer to sell a Mortgage Loan to a third party, the Servicer shall           
repurchase the Mortgage Loan at the Purchase Price and sell the Mortgage Loan   
to the third party, provided however, in no case shall the Servicer be          
obligated to repurchase a Mortgage Loan                                         

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on account of EPD Rights unless and until the Servicer shall have previously    
received repurchase payment from a third party. The Servicer shall deposit      
into the Certificate Account all amounts received in connection with the        
enforcement of EPD Rights, not exceeding the Purchase Price, with respect to    
any Mortgage Loan. Any amounts received by the Servicer with respect a          
Mortgage Loan in excess of the Purchase Price shall be retained by the          
Servicer as additional servicing compensation. The Trustee, upon receipt of     
certification from the Servicer of the deposit of the Purchase Price in         
connection with a repurchase of a Mortgage Loan and a Request for File Release  
from the Servicer, shall release or cause to be released to the purchaser of    
such Mortgage Loan the related Mortgage File and shall execute and deliver      
such instruments of transfer or assignment prepared by the purchaser of such    
Mortgage Loan, in each case without recourse, as shall be necessary to vest in  
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto  
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's      
right, title and interest in and to such Mortgage Loan and all security and     
documents related thereto. Such assignment shall be an assignment outright and  
not for security. The purchaser of such Mortgage Loan shall thereupon own such  
Mortgage Loan, and all security and documents, free of any further obligation   
to the Trustee or the Certificateholders with respect thereto.                  

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

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

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

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

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

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

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Section 2.06.     Execution and Delivery of Certificates.           

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

Section 2.07.     REMIC Matters.                                    

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

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Article Three 

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS  

Section 3.01.     Servicer to Service Mortgage Loans.               

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

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

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

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

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

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

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Section 3.02.     [Reserved].                                       

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

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

Section 3.04.     [Reserved].                                       

Section 3.05.     Trustee to Act as Servicer.                       

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

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

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

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

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

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

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

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

   (a) In accordance with and to the extent of the Servicing Standard, the
Servicer shall make reasonable efforts in accordance with the customary and     
usual standards of practice of prudent mortgage servicers to collect all        
payments called for under the Mortgage Loans to the extent the procedures are   
consistent with this Agreement and any related Required Insurance Policy.       
Consistent with the foregoing, the Servicer may in its discretion (i) subject   
to Section 3.22, waive any Late Payment Fee or, subject to Section 3.21, any    
Prepayment Charge in connection with the prepayment of a Mortgage Loan and      
(ii) extend the due dates for payments due on a Delinquent Mortgage Loan for a  
period not greater than 125 days. In connection with a seriously delinquent or  
defaulted Mortgage Loan, the Servicer may, consistent                           

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

(b) [reserved].                                                     

(c) [reserved].                                                     

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  (iv) On each Distribution Date, the Trustee shall make the
deposits to the Swap Account pursuant to Section 4.02(a), and to the extent     
that the amount of each deposit is insufficient to pay any Net Swap Payment     
and/or Swap Termination Payment (other than a Swap Termination Payment due to   
a Swap Counterparty Trigger Event) due to the Swap Counterparty under the Swap  
Contract with respect to such Distribution Date, the Trustee shall withdraw,    
out of amounts on deposit in the Distribution Account in respect of the         
Principal Remittance Amount such additional amount as is necessary to cover     
the remaining portion of any such Net Swap Payment and/or Swap Termination      
Payment (other than a Swap Termination Payment due to a Swap Counterparty       
Trigger Event) due to the Swap Counterparty with respect to such Distribution   
Date.                                                                           

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

          (ii) The Supplemental Interest Trustee shall deposit in the Credit
Support Collateral Account any collateral (whether in the form of cash,         
securities or any other eligible investments) pledged by the Swap Counterparty  
under the ISDA Credit Support Annex. If the Supplemental Interest Trustee       
shall also deposit into the Credit Support Collateral Account any amount not    
required to be deposited in                                                     

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that account, it may at any time withdraw such amount from the Credit Support   
Collateral Account, any provision in this Agreement to the contrary             
notwithstanding. Funds in the Credit Support Collateral Account shall be        
invested in permitted investment defined in the ISDA Credit Support Annex.      

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (ix) by the Distribution Account Deposit Date, to withdraw (1) the
 Available Funds and the Trustee Fee for the Distribution Date, to the
    extent on deposit, and (2) the Prepayment Charges on deposit and amounts
 paid pursuant to Sections 3.21 and 3.22, and remit such amount to the
Trustee for deposit in the Distribution Account; and                

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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will retain any fee collected by it for entering into an assumption or          
substitution of liability agreement as additional servicing compensation.       

Section 3.12.     Realization Upon Defaulted Mortgage Loans.        

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

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

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

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

  The decision of the Servicer to foreclose on a defaulted Mortgage Loan
shall be subject to a determination by the Servicer that the proceeds of the    
foreclosure would exceed the costs and expenses of bringing a foreclosure       
proceeding. The proceeds received from the maintenance of any REO Properties,   
net of reimbursement to the Servicer for costs incurred (including any          
property or other taxes) in                                                     

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connection with maintenance of the REO Properties and net of unreimbursed       
Servicing Fees, Advances, and Servicing Advances, shall be applied to the       
payment of principal of and interest on the related defaulted Mortgage Loans    
(with interest accruing as though the Mortgage Loans were still current and     
adjustments, if applicable, to the Mortgage Rate were being made in accordance  
with the Mortgage Note) and all such proceeds shall be deemed, for all          
purposes in this Agreement, to be payments on account of principal and          
interest on the related Mortgage Notes and shall be deposited into the          
Certificate Account. To the extent the net proceeds received during any         
calendar month exceeds the amount attributable to amortizing principal and      
accrued interest at the related Mortgage Rate on the related Mortgage Loan for  
the calendar month, the excess shall be considered to be a partial prepayment   
of principal of the related Mortgage Loan.                                      

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

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

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

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

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

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

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

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

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

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Section 3.15.     Servicing Compensation.                           

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

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

Section 3.16.     Access to Certain Documentation.                  

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

Section 3.17.     Annual Statement as to Compliance.                

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

(b) [Reserved].                                                     

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

Section 3.18.     Errors and Omissions Insurance; Fidelity Bonds.   

The Servicer shall obtain and maintain in force (a) policies of     
insurance covering errors and omissions in the performance of its obligations   
as Servicer hereunder and (b) a fidelity bond covering its officers,            
employees, and agents. Each policy and bond shall, together, comply with the    
requirements                                                                    

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from time to time of FNMA or FHLMC for persons performing servicing for         
mortgage loans purchased by FNMA or FHLMC. If any policy or bond ceases to be   
in effect, the Servicer shall obtain a comparable replacement policy or bond    
from an insurer or issuer meeting the above requirements as of the date of the  
replacement.                                                                    

Section 3.19.     The Swap Contract.                                

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

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

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

    Upon the Supplemental Interest Trustee obtaining actual knowledge of the
rating of the Swap Counterparty falling below the Approved Rating Thresholds    
(as defined in the Swap Contract), the Supplemental Interest Trustee shall act  
at the written direction of the Depositor to execute an ISDA Credit Support     
Annex with the Swap Counterparty that meets the terms of the Swap Contract. If  
an ISDA Credit Support Annex is executed, the Supplemental Interest Trustee     
shall demand payment of the Delivery Amount (as defined in the ISDA Credit      
Support Annex). In addition, if an ISDA Credit Support Annex is negotiated,     
the Supplemental Interest Trustee shall set up the Credit Support Collateral    
Account in accordance with Section 3.06 to hold cash or other eligible          
investments pledged under such ISDA Credit Support Annex. Any cash or other     
eligible investments pledged under an ISDA Credit Support Annex shall not be    
part of the Swap Account or the Distribution Account unless they are applied    
in accordance with such ISDA Credit Support Annex to make a payment due to the  
Supplemental Interest Trustee pursuant to the Swap Contract.                    

   Upon the Supplemental Interest Trustee obtaining actual knowledge of an
Event of Default (as defined in the Swap Contract) or Termination Event (as     
defined in the Swap Contract) for which the Supplemental Interest Trustee has   
the right to designate an Early Termination Date (as defined in the Swap        
Contract), the Supplemental Interest Trustee shall act at the written           
direction of the Depositor as to whether to designate an Early Termination      
Date; provided, however, that the Supplemental Interest Trustee shall provide   
written notice to each Rating Agency following the Event of Default or          
Termination Event. Upon the termination of the Swap Contract under the          
circumstances contemplated by this Section 3.19(a), the Supplemental Interest   
Trustee shall use its reasonable best efforts to enforce its rights as may be   
permitted by the terms of the Swap Contract and consistent with the terms of    
this Agreement.                                                                 

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

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   Any portion of any Net Swap Payment or Swap Termination Payment payable
by the Swap Counterparty and not remitted to the Supplemental Interest Trustee  
with respect to any Distribution Date will be remitted to the Class C           
Certificateholders and will not be available to make distributions in respect   
of any Class of Certificates.                                                   

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

Section 3.20.     Notification of Adjustments.                      

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

Section 3.21.     Prepayment Charges.                               

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

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

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

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

Section 3.22.     Late Payment Fees.                                

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

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

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

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Article Four  

DISTRIBUTIONS AND ADVANCES BY THE SERVICER  

Section 4.01.     Advances.                                         

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

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

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

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Section 4.02.     Priorities of Distribution.                       

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

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

   (ii) concurrently to each Class of Senior Certificates, the
  Current Interest and Interest Carry Forward Amount for each such Class
   and that Distribution Date, pro rata, based on the Current Interest and
   Interest Carry Forward Amount for each such Class and that Distribution
Date; and                                                           

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

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

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

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

               (A) to the Swap Account, the amount of any Net Swap Payment
       and any Swap Termination Payment (other than a Swap Termination
        Payment due to a Swap Counterparty Trigger Event) payable to the
    Swap Counterparty with respect to that Distribution Date not
previously paid from the Interest Funds;                

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

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

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

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

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

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               (A) to the Swap Account, the amount of any Net Swap Payment
       and any Swap Termination Payment (other than a Swap Termination
        Payment due to a Swap Counterparty Trigger Event) payable to the
    Swap Counterparty with respect to that Distribution Date not
previously paid from the Interest Remittance Amount;    

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

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

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

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

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

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

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

    (iv) sequentially, to the Class A-1, Class A-2 and Class A-3
 Certificates, in that order, the Unpaid Realized Loss Amount for each
such class;                                                         

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

      (vi) concurrently, to each Class of Senior Certificates (other
  than the Class A-R Certificates), pro rata, any Net Rate Carryover for
each such Class based on their respective entitlements;             

         (vii) sequentially, to the Class M-1, Class M-2, Class M-3, Class
  M-4, Class M-5 and Class M-6 Certificates, in that order, any Net Rate
Carryover for each such Class;                                      

      (viii) to the Supplemental Interest Trust any Swap Termination
Payments due to a Swap Counterparty Trigger Event;                  

(ix) to the Class C Certificates; and                   

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(x) to the Class A-R Certificates.                      

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

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

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

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

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

               (E) sequentially, to the Class A-1, Class A-2 and Class A-3
        Certificates, in that order, the Unpaid Realized Loss Amount for
each such Class;                                        

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

          (G) concurrently, to each Class of Senior Certificates
         (other than the Class A-R Certificates), pro rata, based on their
     entitlement to any remaining Net Rate Carryover for each such
Class;                                                  

             (H) sequentially, to the Class M-1, Class M-2, Class M-3,
       Class M-4, Class M-5 and Class M-6 Certificates, in that order,
any remaining Net Rate Carryover for each such Class;   

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

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

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

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

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deposited in the Carryover Reserve Fund shall be deemed to have first been      
distributed to the Class C Certificates.                                        

(f) [Reserved].                                                     

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

  (h) Application of Applied Realized Loss Amounts. On each Distribution
Date, the Trustee shall allocate the Applied Realized Loss Amount to reduce     
the Class Certificate Balances of the Senior (other than the Class A-R          
Certificates) and Subordinated Certificates, sequentially, to the Class M-6,    
Class M-5, Class M-4, Class M-3, Class M-2, Class M-1, Class A-3, Class A-2     
and Class A-1 Certificates, in that order, in each case until the Class         
Certificate Balance of each such Class is reduced to zero.                      

   (i) Application of Subsequent Recoveries. If Subsequent Recoveries have
been received with respect to a Liquidated Mortgage Loan, the amount of such    
Subsequent Recoveries will be applied, sequentially, to the Class A-1, Class    
A-2 and Class A-3 Certificates, in that order, in each case to increase the     
Class Certificate Balance of each such Class in an amount up to the amount of   
Unpaid Realized Loss Amounts on such Class, and, second, sequentially, in the   
order of payment priority, to increase the Class Certificate Balance of each    
Class of Subordinated Certificates to which Realized Losses have been           
allocated, but in each case by not more than the amount of Unpaid Realized      
Loss Amounts on that Class of Certificates. Holders of such Certificates will   
not be entitled to any payment in respect of Current Interest on the amount of  
such increases for any Interest Accrual Period preceding the Distribution Date  
on which such increase occurs. Any such increases shall be applied pro rata to  
the Certificate Balance of each Certificate of such Class.                      

Section 4.03.      [Reserved].                                      

Section 4.04.     Allocation of Net Deferred Interest               

 Any Net Deferred Interest on a Distribution Date will be allocated to
each Class of LIBOR Certificates, pro rata, based on their respective amounts   
of Current Interest otherwise distributable to that Class; provided, however,   
the amount of Net Deferred Interest allocated to any Class of Certificates on   
a Distribution Date will not exceed the amount of Current Interest (prior to    
reduction for Net Referred Interest) for that Class for that Distribution       
Date. Thereafter, that excess amount will be allocated among the Classes of     
Certificates, in proportion to, and up to, the amount of any remaining          
interest otherwise distributable on the Certificates.                           

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

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Section 4.05.     Monthly Statements to Certificateholders.         

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

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

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

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

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

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

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

(vii) if the distribution to the Holders of any Class of
    Certificates is less than the full amount that would be distributable to
    them if sufficient funds were available, the amount of the shortfall and
the allocation of the shortfall between principal and interest;     

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

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

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

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

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

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

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

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

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

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

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

  (xiv) for each of the preceding 12 calendar months, or all
    calendar months since the Cut-off Date, whichever is less, the aggregate
dollar amount of the Scheduled Payments (A) due on all Outstanding  
 Mortgage Loans on the Due Date in such month and (B) delinquent sixty
(60) days or more (determined in the same manner as for determining 
  Scheduled Payment delinquencies that result in a Mortgage Loan being a
60+ Day Delinquent Loan) on the Due Date in such month;             

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

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

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

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

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

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

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

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

        (xxiii) with respect to the second Distribution Date, the number
and aggregate balance of any Delayed Delivery Mortgage Loans not    
    delivered within the time periods specified in the definition of Delayed
Delivery Mortgage Loans; and                                        

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

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

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

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

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

Section 4.06.     Carryover Reserve Fund.                           

    (a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of the Holders of the LIBOR Certificates, a      
Carryover Reserve Fund, into which $1,000 shall be deposited upon receipt of    
such funds. The Carryover Reserve Fund shall be an Eligible Account, and funds  
on deposit therein shall be held separate and apart from, and shall not be      
commingled with, any other moneys, including, without limitation, other moneys  
of the Trustee held pursuant to this Agreement. The Carryover Reserve Fund      
shall not be an asset of any REMIC established by this Agreement.               

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

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

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

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

(d) Upon termination of the Trust Fund any amounts remaining in the 
Carryover Reserve Fund shall be distributed to Credit Suisse Securities (USA)   
LLC and will not be available to cover any Net Rate Carryover on subsequent     
Distribution Dates.                                                             

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

  On each LIBOR Determination Date so long as the LIBOR Certificates are
outstanding, the Trustee will determine LIBOR on the basis of the British       
Bankers' Association ("BBA") "Interest                                          

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Settlement Rate" for one-month deposits in U.S. dollars as found on Reuters     
Page LIBOR01 as of 11:00 a.m. London time on each LIBOR Determination Date.     

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

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

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

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

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

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

   (d) The Pass-Through Rate for each Class of LIBOR Certificates for each
related Interest Accrual Period shall be determined by the Trustee on each      
LIBOR Determination Date so long as the                                         

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LIBOR Certificates are outstanding on the basis of LIBOR and the respective     
formulae appearing in footnotes corresponding to the LIBOR Certificates in the  
table relating to the Certificates in the Preliminary Statement.                

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

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

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

Section 4.08.     Supplemental Interest Trust.                      

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

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Article Five  

THE CERTIFICATES  

Section 5.01.     The Certificates.                                 

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

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

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

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

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

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

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

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

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

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

   No transfer of an ERISA-Restricted Certificate shall be made unless the
Trustee shall have received either (i) a representation from the transferee of  
such Certificate acceptable to and in form and substance satisfactory to the    
Trustee (if the Certificate is a Private Certificate, the requirement is        
satisfied only by the Trustee's receipt of a representation letter from the     
transferee substantially in the form of Exhibit K or Exhibit L, and if the      
Certificate is a Residual Certificate, the requirement is satisfied only by     
the Trustee's receipt of a representation letter from the transferee            
substantially in the form of Exhibit I), to the effect that (x) the transferee  
is not an employee benefit plan or arrangement subject to section 406 of ERISA  
or a plan subject to section 4975 of the Code, or a person acting on behalf of  
any such plan or arrangement or using the assets of any such plan or            
arrangement to effect the transfer, or (y) if the ERISA-Restricted Certificate  
has been the subject of an ERISA-Qualifying Underwriting, a representation      
that the transferee is an insurance company that is purchasing such             
Certificate with funds contained in an "insurance company general account" (as  
such term is defined in Section V(e) of Prohibited Transaction Class Exemption  
95-60 ("PTCE 95-60") and that the purchase and holding of such Certificate      
satisfy the requirements for exemptive relief under Sections I and III of PTCE  
95-60, or (ii) in the case of any ERISA-Restricted Certificate presented for    
registration in the name of an employee benefit plan subject to ERISA, or a     
plan or arrangement subject to section 4975 of the Code (or comparable          
provisions of any subsequent enactments), or a trustee of any such plan or any  
other person acting on behalf of any such plan or arrangement or using such     
plan's or arrangement's assets, an Opinion                                      

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of Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be   
an expense of the Trustee, the Servicer or the Trust Fund, addressed to the     
Trustee and the Servicer, to the effect that the purchase and holding of such   
ERISA-Restricted Certificate will not result in a non-exempt prohibited         
transaction under ERISA or section 4975 of the Code and will not subject the    
Trustee or the Servicer to any obligation in addition to those expressly        
undertaken in this Agreement or to any liability. For purposes of the           
preceding sentence, with respect to an ERISA-Restricted Certificate that is     
not a Residual Certificate, if the representation letter or Opinion of Counsel  
referred to in the preceding sentence is not furnished, the appropriate         
representation in clause (i) shall be deemed to have been made to the Trustee   
by the transferee's (including an initial acquirer's) acceptance of the         
ERISA-Restricted Certificates. If the representation is violated, or any        
attempt is made to transfer to a plan or arrangement subject to section 406 of  
ERISA or a plan subject to section 4975 of the Code, or a person acting on      
behalf of any such plan or arrangement or using the assets of any such plan or  
arrangement, without the Opinion of Counsel described above, the attempted      
transfer or acquisition shall be void.                                          

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

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

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

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

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

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

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

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

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

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       (v) The Depositor shall use its best efforts to make available,
upon receipt of written request from the Trustee, all information   
  necessary to compute any tax imposed under section 860E(e) of the Code
as a result of a Transfer of an Ownership Interest in a Residual    
Certificate to any Holder who is not a Permitted Transferee.        

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

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

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

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

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

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occurrence of any such event and of the availability of definitive,             
fully-registered Certificates (the "Definitive Certificates") to Certificate    
Owners requesting the same. Upon surrender to the Trustee of the related Class  
of Certificates by the Depository, accompanied by the instructions from the     
Depository for registration, the Trustee shall issue the Definitive             
Certificates. None of the Servicer, the Depositor or the Trustee shall be       
liable for any delay in delivery of such instruction and each may conclusively  
rely on, and shall be protected in relying on, such instructions. The Servicer  
shall provide the Trustee with an adequate inventory of certificates to         
facilitate the issuance and transfer of Definitive Certificates. Upon the       
issuance of Definitive Certificates all references herein to obligations        
imposed upon or to be performed by the Depository shall be deemed to be         
imposed upon and performed by the Trustee, to the extent applicable with        
respect to such Definitive Certificates and the Trustee shall recognize the     
Holders of the Definitive Certificates as Certificateholders hereunder;         
provided that the Trustee shall not by virtue of its assumption of such         
obligations become liable to any party for any act or failure to act of the     
Depository.                                                                     

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

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

Section 5.04.     Persons Deemed Owners.                            

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

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

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

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disclosure of any such information as to the list of the Certificateholders     
hereunder, regardless of the source from which such information was derived.    

Section 5.06.     Maintenance of Office or Agency.                  

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

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Article Six 

THE DEPOSITOR AND THE SERVICER  

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

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

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

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

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

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

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

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

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Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense  
shall be otherwise reimbursable pursuant to this Agreement) and any loss,       
liability or expense incurred because of willful misfeasance, bad faith or      
gross negligence in the performance of duties hereunder or because of reckless  
disregard of obligations and duties hereunder. None of the Depositor, the       
Seller or the Servicer shall be under any obligation to appear in, prosecute    
or defend any action that is not incidental to its respective duties hereunder  
and which in its opinion may involve it in any expense or liability; provided,  
however, that any of the Depositor, the Seller or the Servicer may in its       
discretion undertake any such legal action that it may deem appropriate in      
respect of this Agreement and the rights and duties of the parties hereto and   
interests of the Trustee and the Certificateholders hereunder. In such event,   
the legal expenses and costs of such action and any liability resulting         
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the   
Depositor, the Seller, and the Servicer shall be entitled to be reimbursed      
therefor out of the Certificate Account.                                        

Section 6.04.     Limitation on Resignation of the Servicer.        

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

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Article Seven 

DEFAULT 

Section 7.01.     Events of Default.                                

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

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

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

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

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

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

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

If an Event of Default described in clauses (a) through (f) of this 
Section 7.01 occurs, then, and in each and every such case, so long as such     
Event of Default shall not have been remedied, the Trustee may, or at the       
direction of the Holders of Certificates evidencing Percentage Interests        
aggregating not less than 66 2/3%, the Trustee shall by notice in writing to    
the Servicer and the Swap Counterparty (with a copy to each Rating Agency),     
terminate all of the rights and obligations of the Servicer under this          
Agreement and in the Mortgage Loans and the proceeds thereof, other than its    
rights as a Certificateholder hereunder. In addition, if during the period      
that the Depositor is required to file Exchange Act Reports with respect to     
the Trust Fund, the Servicer shall fail to observe or perform any of            

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the obligations that constitute a Limited Exchange Act Reporting Obligation or  
the obligations set forth in Section 3.17(a) or Section 11.07(a)(i) and (ii),   
and such failure continues for the lesser of 10 calendar days or such period    
in which the applicable Exchange Act Report can be filed timely (without        
taking into account any extensions), so long as such failure shall not have     
been remedied, the Trustee shall, but only at the direction of the Depositor,   
terminate all of the rights and obligations of the Servicer under this          
Agreement and in and to the Mortgage Loans and the proceeds thereof, other      
than its rights as a Certificateholder hereunder. The Depositor shall not be    
entitled to terminate the rights and obligations of the Servicer if a failure   
of the Servicer to identify a Subcontractor "participating in the servicing     
function" within the meaning of Item 1122 of Regulation AB was attributable     
solely to the role or functions of such Subcontractor with respect to mortgage  
loans other than the Mortgage Loans.                                            

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

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

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

Section 7.02.     Trustee to Act; Appointment of Successor.         

On and after the time the Servicer receives a notice of termination 
pursuant to Section 7.01, the Trustee shall, subject to and to the extent       
provided in Section 3.05, be the successor to the Servicer in its capacity as   
Servicer under this Agreement and the transactions set forth or provided for    
herein and shall be subject to all the responsibilities, duties and             
liabilities relating thereto placed on the Servicer by the terms hereof and     
applicable law including the obligation to make Advances pursuant to Section    
4.01. As compensation therefor, the Trustee shall be entitled to all funds      
relating to the Mortgage Loans that the Servicer would have been entitled to    
charge to the Certificate Account or Distribution Account if the Servicer had   
continued to act hereunder, including, if the Servicer was receiving the        
Servicing Fee, the Servicing Fee. Notwithstanding the foregoing, if the         
Trustee has become the successor to the Servicer in                             

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

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

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

Section 7.03.     Notification to Certificateholders.               

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

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

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Article Eight 

CONCERNING THE TRUSTEE  

Section 8.01.     Duties of the Trustee.                            

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

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

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

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

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

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

Section 8.02.     Certain Matters Affecting the Trustee.            

Except as otherwise provided in Section 8.01:                       

(a) the Trustee may request and rely upon and shall be protected in 
acting or refraining from acting upon any resolution, Officer's Certificate,    
certificate of auditors or any other certificate, statement,                    

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instrument, opinion, report, notice, request, consent, order, appraisal, bond   
or other paper or document believed by it to be genuine and to have been        
signed or presented by the proper party or parties and the Trustee shall have   
no responsibility to ascertain or confirm the genuineness of any signature of   
any such party or parties;                                                      

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 8.04.     Trustee May Own Certificates.                     

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

Section 8.05.     Trustee's Fees and Expenses.                      

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

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

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

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

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

Section 8.06.     Eligibility Requirements for the Trustee.         

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

Section 8.07.     Resignation and Removal of the Trustee.           

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

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

    If at any time the Trustee shall cease to be eligible in accordance with
Section 8.06 and shall fail to resign after written request thereto by the      
Depositor, or if at any time the Trustee shall become incapable of acting, or   
shall be adjudged as bankrupt or insolvent, or a receiver of the Trustee or of  
its property shall be appointed, or any public officer shall take charge or     
control of the Trustee or of its property or affairs for the purpose of         
rehabilitation, conservation or liquidation, or a tax is imposed with respect   
to the Trust Fund by any state in which the Trustee or the Trust Fund is        
located and the imposition of such tax would be avoided by the appointment of   
a different trustee, or (iv) during the period in which the Depositor is        
required to file Exchange Act Reports with respect to the Trust Fund, the       
Trustee fails to comply with its obligations under the last sentence of         
Section 7.01, the preceding paragraph, Section 8.09 or Article 11 and such      
failure is not remedied within the lesser of 10 calendar days or such period    
in which the applicable Exchange Act Report can be filed timely (without        
taking into account any extensions), then, in the case of clauses (i) through   
(iii), then the Depositor or the Servicer, or in the case of clause (iv), the   
Depositor, may remove the Trustee and appoint a successor trustee by written    
instrument, in triplicate, one copy of which shall be delivered to the          
Trustee, one copy to the Servicer and one copy to the successor trustee.        

The Holders of Certificates entitled to at least 51% of the Voting  
Rights may at any time remove the Trustee and appoint a successor trustee by    
written instrument or instruments, in triplicate, signed by such Holders or     
their attorneys-in-fact duly authorized, one complete set of which shall be     
delivered by the successor Trustee to the Servicer, one complete set to the     
Trustee so removed, one complete set to the successor so appointed and one      
complete set to the Depositor, together with a written description of the       
basis for such removal. As long as any Voting Rights are held by parties other  
than the Seller, its Affiliates, or its agents, Voting Rights of Certificates   
held by the Seller, its Affiliates or its agents as the Seller shall certify    
to the Trustee upon any such entity obtaining such ownership will be excluded   
from participating in such voting arrangements, and excluded from determining   
the 51% threshold. The successor trustee shall notify each Rating Agency of     
any removal of the Trustee.                                                     

    Any resignation or removal of the Trustee and appointment of a successor
trustee pursuant to this Section 8.07 shall become effective upon acceptance    
of appointment by the successor trustee as provided in Section 8.08.            

Section 8.08.     Successor Trustee.                                

Any successor trustee appointed as provided in Section 8.07 shall   
execute, acknowledge and deliver to the Depositor and to its predecessor        
trustee and the Servicer an instrument accepting such appointment hereunder     
and thereupon the resignation or removal of the predecessor trustee shall       
become effective and such successor trustee, without any further act, deed or   
conveyance, shall become fully vested with all the rights, powers, duties and   
obligations of its predecessor hereunder, with the like effect as if            
originally named as trustee herein. The Depositor, the Servicer and the         
predecessor trustee shall execute and deliver such instruments and do such      
other things as may reasonably be required for more fully and certainly         
vesting and confirming in the successor trustee all such rights, powers,        
duties, and obligations.                                                        

No successor trustee shall accept appointment as provided in this   
Section 8.08 unless, at the time of its acceptance, the successor trustee is    
eligible under Section 8.06 and its appointment does not                        

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adversely affect the then current rating of the Certificates and has provided   
to the Depositor in writing and in form and substance reasonably satisfactory   
to the Depositor, all information reasonably requested by the Depositor in      
order to comply with its reporting obligation under Item 6.02 of Form 8-K with  
respect to a replacement Trustee.                                               

Upon acceptance of appointment by a successor trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such    
trustee hereunder to all Holders of Certificates. If the Depositor fails to     
mail such notice within 10 days after acceptance of appointment by the          
successor trustee, the successor trustee shall cause such notice to be mailed   
at the expense of the Depositor.                                                

Section 8.09.     Merger or Consolidation of the Trustee.           

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated or any corporation resulting from any         
merger, conversion or consolidation to which the Trustee shall be a party, or   
any corporation succeeding to the business of the Trustee, shall be the         
successor of the Trustee hereunder, provided that such corporation shall be     
eligible under Section 8.06 without the execution or filing of any paper or     
further act on the part of any of the parties hereto, anything herein to the    
contrary notwithstanding.                                                       

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

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

    Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any  
part of the Trust Fund or property securing any Mortgage Note may at the time   
be located, the Servicer and the Trustee acting jointly shall have the power    
and shall execute and deliver all instruments to appoint one or more Persons    
approved by the Trustee to act as co-trustee or co-trustees jointly with the    
Trustee, or separate trustee or separate trustees, of all or any part of the    
Trust Fund, and to vest in such Person or Persons, in such capacity and for     
the benefit of the Certificateholders, such title to the Trust Fund or any      
part thereof, whichever is applicable, and, subject to the other provisions of  
this Section 8.10, such powers, duties, obligations, rights and trusts as the   
Servicer and the Trustee may consider appropriate. If the Servicer shall not    
have joined in such appointment within 15 days after the receipt by it of a     
request to do so, or in the case an Event of Default shall have occurred and    
be continuing, the Trustee alone shall have the power to make such              
appointment. No co-trustee or separate trustee hereunder shall be required to   
meet the terms of eligibility as a successor trustee under Section 8.06 and no  
notice to Certificateholders of the appointment of any co-trustee or separate   
trustee shall be required under Section 8.08.                                   

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

  (a) To the extent necessary to effectuate the purposes of this Section
8.10, all rights, powers, duties and obligations conferred or imposed upon the  
Trustee, except for the obligation of the Trustee under this Agreement to       
advance funds on behalf of the Servicer, shall be conferred or imposed upon     
and exercised or performed by the Trustee and such separate trustee or          
co-trustee jointly (it being understood that such separate trustee or           
co-trustee is not authorized to act separately without the Trustee joining in   

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such act), except to the extent that under any law of any jurisdiction in       
which any particular act or acts are to be performed (whether as Trustee        
hereunder or as successor to the Servicer hereunder), the Trustee shall be      
incompetent or unqualified to perform such act or acts, in which event such     
rights, powers, duties and obligations (including the holding of title to the   
applicable Trust Fund or any portion thereof in any such jurisdiction) shall    
be exercised and performed singly by such separate trustee or co-trustee, but   
solely at the direction of the Trustee;                                         

   (b) No trustee hereunder shall be held personally liable because of any
act or omission of any other trustee hereunder and such appointment shall not,  
and shall not be deemed to, constitute any such separate trustee or co-trustee  
as agent of the Trustee;                                                        

   (c) The Trustee may at any time accept the resignation of or remove any
separate trustee or co-trustee; and                                             

  (d) The Servicer, and not the Trustee, shall be liable for the payment
of reasonable compensation, reimbursement and indemnification to any such       
separate trustee or co-trustee.                                                 

Any notice, request or other writing given to the Trustee shall be  
deemed to have been given to each of the separate trustees and co-trustees,     
when and as effectively as if given to each of them. Every instrument           
appointing any separate trustee or co-trustee shall refer to this Agreement     
and the conditions of this Article VIII. Each separate trustee and co-trustee,  
upon its acceptance of the trusts conferred, shall be vested with the estates   
or property specified in its instrument of appointment, either jointly with     
the Trustee or separately, as may be provided therein, subject to all the       
provisions of this Agreement, specifically including every provision of this    
Agreement relating to the conduct of, affecting the liability of, or affording  
protection to, the Trustee. Every such instrument shall be filed with the       
Trustee and a copy thereof given to the Servicer and the Depositor.             

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

Section 8.11.     Tax Matters.                                      

  It is intended that the assets with respect to which one or more REMIC
elections pertaining to the Trust Fund is to be made, as set forth in the       
Preliminary Statement, shall constitute, and that the conduct of matters        
relating to such assets shall be such as to qualify such assets as, a "real     
estate mortgage investment conduit" as defined in and in accordance with the    
REMIC Provisions. In furtherance of such intention, the Trustee covenants and   
agrees that it shall act as agent (and the Trustee is hereby appointed to act   
as agent) on behalf of each REMIC created under this Agreement and that in      
such capacity it shall:                                                         

(a) prepare and file in a timely manner, a U.S. Real Estate Mortgage
Investment Conduit Income Tax Return (Form 1066 or any successor form adopted   
by the Internal Revenue Service) with respect to each REMIC created hereunder   
and prepare and file with the Internal Revenue Service and applicable state or  
local tax authorities income tax or information returns for each taxable year   
with respect to each REMIC described in the Preliminary Statement, containing   
such information and at the times and in the manner as may be required by the   
Code or state or local tax laws, regulations, or rules, and furnish to          
Certificateholders the schedules, statements or information at such times and   
in such manner as may be required thereby;                                      

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(b) within thirty days of the Closing Date, furnish to the Internal 
Revenue Service, on Forms 8811 or as otherwise may be required by the Code,     
the name, title, address, and telephone number of the person that the holders   
of the Certificates may contact for tax information relating thereto, together  
with such additional information as may be required by such Form, and update    
such information at the time or times in the manner required by the Code;       

(c) make an election that each REMIC created under this Agreement be
treated as a REMIC on the federal tax return for its first taxable year (and,   
if necessary, under applicable state law);                                      

 (d) prepare and forward to the Certificateholders and to the Internal
Revenue Service and, if necessary, state tax authorities, all information       
returns and reports as and when required to be provided to them in accordance   
with the REMIC Provisions, including the calculations of any original issue     
discount and of taxable income or net loss to the holders of the residual       
interests in each REMIC created hereunder using the Prepayment Assumption (as   
defined in the Prospectus Supplement). For purposes of calculating taxable      
income or net loss to the holders of the residual interests in each such        
REMIC, the Trustee also shall assume that the indices in respect of any         
adjustable rate Mortgage Loans are static until the liquidation or purchase of  
the Mortgage Loans in accordance with Section 9.01 herein;                      

   (e) provide information necessary for the computation of tax imposed on
the transfer of a Residual Certificate to a Person that is not a Permitted      
Transferee, or an agent (including a broker, nominee or other middleman) of a   
Person that is not a Permitted Transferee, or a pass-through entity in which a  
Person that is not a Permitted Transferee is the record holder of an interest   
(the reasonable cost of computing and furnishing such information may be        
charged to the Person liable for such tax);                                     

(f) to the extent that they are under its control, conduct matters  
relating to such assets at all times that any Certificates are outstanding so   
as to maintain the status as any REMIC created under this Agreement under the   
REMIC Provisions;                                                               

  (g) not knowingly or intentionally take any action or omit to take any
action that would cause the termination of the REMIC status of any REMIC        
created under this Agreement;                                                   

(h) pay, from the sources specified in the third paragraph of this  
Section 8.11, the amount of any federal or state tax, including prohibited      
transaction taxes as described below, imposed on any REMIC before its           
termination when and as the same shall be due and payable (but such obligation  
shall not prevent the Trustee or any other appropriate Person from contesting   
any such tax in appropriate proceedings and shall not prevent the Trustee from  
withholding payment of such tax, if permitted by law, pending the outcome of    
such proceedings);                                                              

(i) ensure that federal, state or local income tax or information   
returns shall be signed by the Trustee or such other person as may be required  
to sign such returns by the Code or state or local laws, regulations or rules;  

(j) maintain records relating to each REMIC created under this      
Agreement, including the income, expenses, assets, and liabilities thereof and  
the fair market value and adjusted basis of the assets determined at such       
intervals as may be required by the Code, as may be necessary to prepare the    
foregoing returns, schedules, statements or information; and                    

   (k) as and when necessary and appropriate, represent each REMIC created
under this Agreement in any administrative or judicial proceedings relating to  
an examination or audit by any governmental taxing authority, request an        
administrative adjustment as to any taxable year of such REMIC, enter into      
settlement agreements with any governmental taxing agency, extend any statute   
of                                                                              

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limitations relating to any tax item of such REMIC, and otherwise act on        
behalf of such REMIC in relation to any tax matter or controversy involving     
it.                                                                             

 To enable the Trustee to perform its duties under this Agreement, the
Depositor shall provide to the Trustee within ten days after the Closing Date   
all information or data that the Trustee requests in writing and determines to  
be relevant for tax purposes to the valuations and offering prices of the       
Certificates, including the price, yield, prepayment assumption, and projected  
cash flows of the Certificates and the Mortgage Loans. Thereafter, the          
Depositor shall provide to the Trustee promptly upon written request therefor   
any additional information or data that the Trustee may, from time to time,     
reasonably request to enable the Trustee to perform its duties under this       
Agreement. The Depositor hereby indemnifies the Trustee for any losses,         
liabilities, damages, claims, or expenses of the Trustee arising from any       
errors or miscalculations of the Trustee that result from any failure of the    
Depositor to provide, or to cause to be provided, accurate information or data  
to the Trustee on a timely basis.                                               

If any tax is imposed on "prohibited transactions" (as defined in   
section 860F(a)(2) of the Code) of any REMIC created under this Agreement, on   
the "net income from foreclosure property" of any REMIC created under this      
Agreement as defined in section 860G(c) of the Code, on any contribution to     
any REMIC created under this Agreement after the Startup Day pursuant to        
section 860G(d) of the Code, or any other tax is imposed, including any         
minimum tax imposed on any REMIC created hereunder pursuant to sections 23153   
and 24874 of the California Revenue and Taxation Code, if not paid as           
otherwise provided for herein, the tax shall be paid by (i) the Trustee, if     
any such other tax arises out of or results from negligence of the Trustee in   
the performance of any of its obligations under this Agreement, (ii) the        
Servicer or the Seller, in the case of any such minimum tax, if such tax        
arises out of or results from a breach by the Servicer or Seller of any of      
their obligations under this Agreement, (iii) the Seller, if any such tax       
arises out of or results from the Seller's obligation to repurchase a Mortgage  
Loan pursuant to Section 2.02 or 2.03, or (iv) in all other cases, or if the    
Trustee, the Servicer, or the Seller fails to honor its obligations under the   
preceding clauses (i), (ii), or (iii), any such tax will be paid with amounts   
otherwise to be distributed to the Certificateholders, as provided in Section   
3.09(b).                                                                        

   The Trustee shall treat the Carryover Reserve Fund and the Supplemental
Interest Trust as outside reserve funds within the meaning of Treasury          
Regulation 1.860G-2(h) that are owned by the Holders of the Class C             
Certificates. The Carryover Reserve Fund and Supplemental Interest Trust shall  
not be assets of any REMIC created under this Agreement. The Trustee shall      
treat the rights of the Holders of the LIBOR Certificates to receive payments   
from the Carryover Reserve Fund and the Supplemental Interest Trust as rights   
in an interest rate cap contract written by the Holders of the Class C          
Certificates. The Trustee shall allocate tax basis to this asset. The Trustee   
shall treat the rights of the Holders of the LIBOR Certificates to receive      
payments from the Carryover Reserve Fund and the Supplemental Interest Trust    
based on the information provided to the Trustee by the Underwriter as soon as  
practicable after the Closing Date. Thus, the LIBOR Certificates shall be       
treated as representing ownership of not only a Master REMIC regular interest,  
but also ownership of an interest in an interest rate cap contract.             

 The Trustee shall file or cause to be filed with the Internal Revenue
Service Form 1041 or such other form as may be applicable and shall furnish or  
cause to be furnished, to the Holders of Class L Certificates that are          
received, in the time or times and in the manner required by the Code.          

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Article Nine  

TERMINATION 

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

Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Servicer, and the Trustee created hereby shall terminate upon    
the earlier of                                                                  

(a) the purchase by the Servicer of all Mortgage Loans (and REO     
Properties) at the price equal to the sum of                                    

      (i) 100% of the Stated Principal Balance of each Mortgage Loan
 (other than in respect of a Delinquent Mortgage Loan or REO Property)
plus one month's accrued interest thereon at the applicable Adjusted
 Mortgage Rate less any amounts collected by the Servicer representing
principal and interest due after the related Due Date,              

    (ii) the lesser of (x) the appraised value of any Delinquent
Mortgage Loan or REO Property as determined by the higher of two    
appraisals completed by two independent appraisers selected by the  
Servicer at the expense of the Servicer and (y) the Stated Principal
  Balance of each such Delinquent Mortgage Loan or Mortgage Loan related
to such REO Property, in each case plus accrued and unpaid interest 
thereon at the applicable Adjusted Net Mortgage Rate, and           

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

(b) the later of                                                    

          (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Mortgage Loan and the disposition of all REO   
Property and                                                        

  (ii) the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement. In no
   event shall the trusts created hereby continue beyond the expiration of
   21 years from the death of the survivor of the descendants of Joseph P.
 Kennedy, the late Ambassador of the United States to the Court of St.
James's, living on the date of this Agreement.                      

   The right to purchase all Mortgage Loans and REO Properties pursuant to
clause (a) above shall be conditioned upon the aggregate Stated Principal       
Balance of those Mortgage Loans, at the time of any such repurchase,            
aggregating less than ten percent (10%) of the aggregate Stated Principal       
Balance of the Mortgage Loans as of the Cut-off Date. The first Distribution    
Date on which the right to purchase all Mortgage Loans and REO Properties       
pursuant to clause (a) above first becomes exercisable is referred to as the    
"Optional Termination Date." The Servicer shall effect any such repurchase by   
depositing (x) the purchase price, as calculated above, as of the month         
preceding the date on which such purchase price shall be distributed to         
Certificateholders into the Certificate Account and (y) any Swap Termination    
Payment owed to the Swap Counterparty not due to a Swap Counterparty            
Termination Event and any outstanding principal balance on any net interest     
margin securities backed by the Class C Certificates. With such repurchase,     
the Servicer shall acquire any rights or potential rights of the                
Certificateholders or the Trustee to causes of action against any Person        
relating to the Mortgage Loans or the origination of the Mortgage Loans,        
including, without limitation, the right to enforce any breach of a             
representation or warranty made at any time with respect to the Mortgage        
Loans.                                                                          

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Section 9.02.     Final Distribution on the Certificates.           

  If on any Determination Date the Servicer determines that there are no
Outstanding Mortgage Loans and no other funds or assets in the Trust Fund       
other than the funds in the Certificate Account, the Servicer shall direct the  
Trustee promptly to send a final distribution notice to each                    
Certificateholder. If the Servicer elects to terminate the Trust Fund pursuant  
to clause (a) of Section 9.01, no later than the 15th day of the month          
preceding the month of the final Distribution Date the Servicer shall notify    
the Depositor and the Trustee of the date the Servicer intends to terminate     
the Trust Fund and of the applicable repurchase price of the Mortgage Loans     
and REO Properties.                                                             

   Notice of any termination of the Trust Fund specifying the Distribution
Date on which Certificateholders may surrender their Certificates for payment   
of the final distribution and cancellation shall be given promptly by the       
Trustee by letter to Certificateholders mailed not earlier than the 15th day    
and not later than the last day of the month next preceding the month of such   
final distribution. Any such notice shall specify (a) the Distribution Date     
upon which final distribution on the Certificates will be made upon             
presentation and surrender of Certificates at the office therein designated,    
(b) the amount of such final distribution, (c) the location of the office or    
agency at which such presentation and surrender must be made, and (d) that the  
Record Date otherwise applicable to the Distribution Date is not applicable,    
distributions being made only upon presentation and surrender of the            
Certificates at the office therein specified. The Servicer will give such       
notice to each Rating Agency at the time such notice is given to                
Certificateholders.                                                             

If this notice is given, the Servicer shall cause all funds in the  
Certificate Account to be remitted to the Trustee for deposit in the            
Distribution Account on the Business Day before the applicable Distribution     
Date in an amount equal to the final distribution in respect of the             
Certificates. Upon such final deposit with respect to the Trust Fund and the    
receipt by the Trustee of a Request for Release therefor, the Trustee shall     
promptly release to the Servicer the Mortgage Files for the Mortgage Loans.     

  Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Certificateholders of each Class on the final    
Distribution Date and in the order set forth in Section 4.02, an amount equal   
to (i) as to each Class of Regular Certificates (other than the Notional        
Amount Certificates), its Certificate Balance plus for each such Class accrued  
interest thereon (or on their Notional Amount, if applicable) in the case of    
an interest-bearing Certificate and (ii) as to the Residual Certificates, any   
amount remaining on deposit in the Distribution Account (other than the         
amounts retained to meet claims) after application pursuant to clause (i)       
above. Notwithstanding the reduction of the Certificate Balance of any Class    
of Certificates to zero, such Class will be outstanding hereunder solely for    
the purpose of receiving distributions and for no other purpose until the       
termination of the respective obligations and responsibilities of the           
Depositor, the Servicer and the Trustee hereunder in accordance with Article    
Nine. The foregoing provisions are intended to distribute to each Class of      
Regular Certificates any accrued and unpaid interest and principal to which     
they are entitled based on the Pass-Through Rates and actual Class Certificate  
Balances or Notional Amounts set forth in the Preliminary Statement upon        
liquidation of the Trust Fund.                                                  

 If any affected Certificateholder does not surrender its Certificates
for cancellation within six months after the date specified in the above        
mentioned written notice, the Trustee shall give a second written notice to     
the remaining Certificateholders to surrender their Certificates for            
cancellation and receive the final distribution with respect thereto. If        
within six months after the second notice all the applicable Certificates       
shall not have been surrendered for cancellation, the Trustee may take          
appropriate steps, or may appoint an agent to take appropriate steps, to        
contact the remaining Certificateholders concerning surrender of their          
Certificates, and the cost thereof shall be paid out of the funds and other     
assets which remain a part of the Trust Fund. If within one year after the      
second notice all Certificates                                                  

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shall not have been surrendered for cancellation, then the Holders of the       
Class A-R Certificates shall be entitled to all unclaimed funds and other       
assets of the Trust Fund which remain subject hereto.                           

Section 9.03.     Additional Termination Requirements.              

 (a) If the Servicer exercises its purchase option with respect to the
Mortgage Loans as provided in Section 9.01, the Trust Fund shall be terminated  
in accordance with the following additional requirements, unless the Trustee    
has been supplied with an Opinion of Counsel, at the expense of the Servicer,   
to the effect that the failure to comply with the requirements of this Section  
9.03 will not (i) result in the imposition of taxes on "prohibited              
transactions" on any REMIC created hereunder as defined in section 860F of the  
Code, or (ii) cause any REMIC created under this Agreement to fail to qualify   
as a REMIC at any time that any Certificates are outstanding:                   

 (b) The Trustee shall sell all of the assets of the Trust Fund to the
Servicer, and, within 90 days of such sale, shall distribute to the             
Certificateholders the proceeds of such sale in complete liquidation of each    
REMIC created under this Agreement.                                             

    (c) The Trustee shall attach a statement to the final federal income tax
return for each REMIC created under this Agreement stating that pursuant to     
Treasury Regulation ss. 1.860F-1, the first day of the 90-day liquidation       
period for such REMIC was the date on which the Trustee sold the assets of the  
Trust Fund to the Servicer.                                                     

Section 9.04.     Termination of the Supplemental Interest Trust.   

 The Supplemental Interest Trust shall terminate on the earlier of (i)
the Swap Contract Termination Date and (ii) the termination of this Agreement.  

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Article Ten 

MISCELLANEOUS PROVISIONS  

Section 10.01.    Amendment.                                        

 This Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee without the consent of any of the Certificateholders   
(i) to cure any ambiguity or mistake, (ii) to correct any defective provision   
in this Agreement or to supplement any provision in this Agreement which may    
be inconsistent with any other provision in this Agreement, (iii) to conform    
this Agreement to the Prospectus Supplement, (iv) to add to the duties of the   
Depositor, the Seller or the Servicer, (v) to modify, alter, amend, add to or   
rescind any of the terms or provisions contained in this Agreement to comply    
with any rules or regulations promulgated by the Commission from time to time,  
(vi) to add any other provisions with respect to matters or questions arising   
under this Agreement, or (vii) to modify, alter, amend, add to, or rescind any  
of the terms or provisions contained in this Agreement.                         

    No action pursuant to clauses (v), (vi) or (vii) above may, as evidenced
by an Opinion of Counsel (which Opinion of Counsel shall not be an expense of   
the Trustee or the Trust Fund), adversely affect in any material respect the    
interests of any Certificateholder. The amendment shall not be deemed to        
adversely affect in any material respect the interests of the                   
Certificateholders if the Person requesting the amendment obtains a letter      
from each Rating Agency stating that the amendment would not result in the      
downgrading, qualification or withdrawal of the respective ratings then         
assigned to the Certificates. Any such letter in and of itself will not         
represent a determination as to the materiality of any amendment and will       
represent a determination only as to the credit issues affecting any rating.    
Each party to this Agreement agrees that it will cooperate with each other      
party in amending this Agreement pursuant to clause (v) above.                  

 The Trustee, the Depositor, and the Servicer also may at any time and
from time to time amend this Agreement without the consent of the               
Certificateholders to modify, eliminate or add to any of its provisions to the  
extent necessary or helpful to (i) maintain the qualification of any REMIC      
created under this Agreement as a REMIC under the Code, (ii) avoid or minimize  
the risk of the imposition of any tax on any REMIC created under this           
Agreement pursuant to the Code that would be a claim at any time before the     
final redemption of the Certificates, or (iii) comply with any other            
requirements of the Code, if the Trustee has been provided an Opinion of        
Counsel, which opinion shall be an expense of the party requesting such         
opinion but in any case shall not be an expense of the Trustee or the Trust     
Fund, to the effect that the action is necessary or helpful for one of the      
foregoing purposes.                                                             

  This Agreement may also be amended from time to time by the Depositor,
the Servicer, and the Trustee with the consent of the Holders of Certificates   
evidencing Percentage Interests aggregating not less than 51% of each Class of  
Certificates adversely affected thereby for the purpose of adding any           
provisions to or changing in any manner or eliminating any of the provisions    
of this Agreement or of modifying in any manner the rights of the Holders of    
Certificates. As long as any Voting Rights are held by parties other than the   
Seller, its Affiliates, or its agents, Voting Rights of Certificates held by    
the Seller, its Affiliates or its agents as the Seller shall certify to the     
Trustee upon any such entity obtaining such ownership will be excluded from     
participating in such voting arrangements, and excluded from determining the    
51% threshold. No amendment shall                                               

       (i) reduce in any manner the amount of, or delay the timing of,
payments required to be distributed on any Certificate without the  
consent of the Holder of such Certificate,                          

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    (ii) amend, modify, add to, rescind, or alter in any respect
    Section 10.13, notwithstanding any contrary provision of this Agreement,
    without the consent of the Holders of Certificates evidencing Percentage
   Interests aggregating not less than 66 2/3% (provided, however, that no
   Certificates held by the Seller, the Depositor or any Affiliate thereby
shall be given effect for the purpose of calculating any such       
aggregation of Percentage Interests), or                            

          (iii) reduce the aforesaid percentages of Certificates the Holders
of which are required to consent to any such amendment, without the 
consent of the Holders of all such Certificates then outstanding.   

 Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless (i) it shall have   
first received an Opinion of Counsel, which opinion shall not be an expense of  
the Trustee or the Trust Fund, to the effect that such amendment will not       
cause the imposition of any tax on any REMIC created under this Agreement or    
the Certificateholders or cause any REMIC created hereunder to fail to qualify  
as a REMIC at any time that any Certificates are outstanding and (ii) because   
the Trust Fund is required to be a Qualifying Special Purpose Entity (as that   
term is defined in Statement of Financial Accounting Standards No. 140 ("SFAS   
140"), in order for the Seller to continue to account for the transfer of the   
Mortgage Loans under this Agreement as a sale under SFAS 140, prior to the      
parties hereto entering into such an amendment, the Trustee shall receive an    
Officer's Certificate, which shall not be an expense of the Trustee or the      
Trust Fund, to the effect that such amendment would not "significantly change"  
(within the meaning of SFAS 140) the permitted activities of the Trust Fund so  
as to cause the Trust Fund to fail to qualify as a Qualifying Special Purpose   
Entity.                                                                         

  Notwithstanding any contrary provision of this Agreement, no amendment
shall adversely affect in any material respect the Swap Counterparty without    
the prior written consent of the Swap Counterparty, which consent shall not be  
unreasonably withheld.                                                          

Promptly after the execution of any amendment to this Agreement     
requiring the consent of Certificateholders, the Trustee shall furnish written  
notification of the substance or a copy of such amendment to each               
Certificateholder and each Rating Agency.                                       

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

Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be   
an expense of the Trustee or the Trust Fund), satisfactory to the Trustee that  
(i) such amendment is permitted and is not prohibited by this Agreement and     
that all requirements for amending this Agreement have been complied with; and  
(ii) either (A) the amendment does not adversely affect in any material         
respect the interests of any Certificateholder or (B) the conclusion set forth  
in the preceding clause (A) is not required to be reached pursuant to this      
Section 10.01.                                                                  

Section 10.02.    Recordation of Agreement; Counterparts.           

This Agreement is subject to recordation in all appropriate public  
offices for real property records in all the counties or other comparable       
jurisdictions in which any or all of the properties subject to the Mortgages    
are situated, and in any other appropriate public recording office or           
elsewhere, such                                                                 

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recordation to be effected by the Servicer at its expense, but only upon        
receipt of an Opinion of Counsel to the effect that such recordation            
materially and beneficially affects the interests of the Certificateholders.    

For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed          
simultaneously in any number of counterparts, each of which counterparts shall  
be deemed to be an original, and such counterparts shall constitute but one     
and the same instrument.                                                        

Section 10.03.    Governing Law.                                    

    THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO  
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES  
OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN         
ACCORDANCE WITH SUCH LAWS.                                                      

Section 10.04.    Intention of Parties.                             

  It is the express intent of the parties hereto that the conveyance (i)
of the Mortgage Loans by the Seller to the Depositor and (ii) of the Trust      
Fund by the Depositor to the Trustee each be, and be construed as, an absolute  
sale thereof. It is, further, not the intention of the parties that such        
conveyances be deemed a pledge thereof. However, if, notwithstanding the        
intent of the parties, the assets are held to be the property of the Seller or  
Depositor, as the case may be, or if for any other reason this Agreement is     
held or deemed to create a security interest in either such assets, then (i)    
this Agreement shall be deemed to be a security agreement within the meaning    
of the UCC and (ii) the conveyances provided for in this Agreement shall be     
deemed to be an assignment and a grant (i) by the Seller to the Depositor or    
(ii) by the Depositor to the Trustee, for the benefit of the                    
Certificateholders, of a security interest in all of the assets transferred,    
whether now owned or hereafter acquired.                                        

  The Seller and the Depositor for the benefit of the Certificateholders
shall, to the extent consistent with this Agreement, take such actions as may   
be necessary to ensure that, if this Agreement were deemed to create a          
security interest in the Trust Fund, such security interest would be deemed to  
be a perfected security interest of first priority under applicable law and     
will be maintained as such throughout the term of the Agreement. The Depositor  
shall arrange for filing any Uniform Commercial Code continuation statements    
in connection with any security interest granted or assigned to the Trustee     
for the benefit of the Certificateholders.                                      

Section 10.05.    Notices.                                          

   (a)   The Trustee shall use its best efforts to promptly provide notice
to each Rating Agency and the Swap Counterparty with respect to each of the     
following of which it has actual knowledge:                                     

1.    Any material change or amendment to this Agreement;           

 2.    The occurrence of any Event of Default that has not been cured;

   3.    The resignation or termination of the Servicer or the Trustee and
the appointment of any successor;                       

4.    The repurchase or substitution of Mortgage Loans pursuant to  
Section 2.03; and                                       

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5. The final distribution to Certificateholders.                    

 In addition, the Trustee shall promptly furnish to each Rating Agency
copies of the following:                                                        

1.    Each report to Certificateholders described in Section 4.06;  

   2.    Each annual statement as to compliance described in Section 3.17;

3.    Each annual independent public accountants' servicing report  
described in Section 11.07; and                         

 4.    Any notice of a purchase of a Mortgage Loan pursuant to Section
2.02, 2.03 or 3.11.                                     

   (b)   All directions, demands and notices hereunder shall be in writing
and shall be deemed to have been duly given when delivered to (a) in the case   
of the Depositor, IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena,           
California 91101, Attention: Secondary Marketing: Transaction Management; (b)   
in the case of the Servicer, IndyMac Bank, F.S.B., 888 East Walnut Street,      
Pasadena, California 91101-7211, Attention: Secondary Marketing: Transaction    
Management or such other address as may be hereafter furnished to the           
Depositor and the Trustee by the Servicer in writing; (c) in the case of the    
Trustee to the Corporate Trust Office, Deutsche Bank National Trust Company,    
1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention:        
Mortgage Administration IN07F3, Series 2007-FLX3, or such other address as the  
Trustee may hereafter furnish to the Depositor or Servicer, (d) in the case of  
each of the Rating Agencies, the address specified therefor in the definition   
corresponding to the name of such Rating Agency , and (e) in the case of the    
Swap Counterparty, the address specified in the Swap Contract, or such other    
address as may be hereafter furnished by the Swap Counterparty. Notices to      
Certificateholders shall be deemed given when mailed, first class postage       
prepaid, to their respective addresses appearing in the Certificate Register.   

Section 10.06.    Severability of Provisions.                       

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

Section 10.07.    Assignment                                        

 Notwithstanding anything to the contrary contained in this Agreement,
except as provided in Section 6.02, this Agreement may not be assigned by the   
Servicer without the prior written consent of the Trustee and Depositor.        

Section 10.08.    Limitation on Rights of Certificateholders.       

 The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the trust created by this Agreement, nor entitle    
such Certificateholder's legal representative or heirs to claim an accounting   
or to take any action or commence any proceeding in any court for a petition    
or winding up of the trust created hereby, or otherwise affect the rights,      
obligations and liabilities of the parties to this Agreement or any of them.    

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    No Certificateholder shall have any right to vote (except as provided in
this Agreement) or in any manner otherwise control the operation and            
management of the Trust Fund, or the obligations of the parties to this         
Agreement, nor shall anything herein set forth or contained in the terms of     
the Certificates be construed so as to constitute the Certificateholders from   
time to time as partners or members of an association; nor shall any            
Certificateholder be under any liability to any third party because of any      
action taken by the parties to this Agreement pursuant to any provision of      
this Agreement.                                                                 

No Certificateholder shall have any right by virtue or by availing  
itself of any provisions of this Agreement to institute any suit, action or     
proceeding in equity or at law upon or under or with respect to this            
Agreement, unless such Holder previously shall have given to the Trustee a      
written notice of an Event of Default and of the continuance thereof, as        
provided in this Agreement, and unless the Holders of Certificates evidencing   
not less than 25% of the Voting Rights evidenced by the Certificates shall      
also have made written request to the Trustee to institute such action, suit    
or proceeding in its own name as Trustee hereunder and shall have offered to    
the Trustee such reasonable indemnity as it may require against the costs,      
expenses, and liabilities to be incurred therein or thereby, and the Trustee,   
for 60 days after its receipt of such notice, request and offer of indemnity    
shall have neglected or refused to institute any such action, suit or           
proceeding; it being understood and intended, and being expressly covenanted    
by each Certificateholder with every other Certificateholder and the Trustee,   
that no one or more Holders of Certificates shall have any right in any manner  
whatever by virtue or by availing itself or themselves of any provisions of     
this Agreement to affect, disturb or prejudice the rights of the Holders of     
any other of the Certificates, or to obtain or seek to obtain priority over or  
preference to any other such Holder or to enforce any right under this          
Agreement, except in the manner herein provided and for the common benefit of   
all Certificateholders. For the protection and enforcement of this Section      
10.08, each Certificateholder and the Trustee shall be entitled to any relief   
that can be given either at law or in equity. As long as any Voting Rights are  
held by parties other than the Seller, its Affiliates, or its agents, Voting    
Rights of Certificates held by the Seller, its Affiliates or its agents as the  
Seller shall certify to the Trustee upon any such entity obtaining such         
ownership will be excluded from participating in such voting arrangements, and  
excluded from determining the 25% threshold.                                    

Section 10.09.    Inspection and Audit Rights.                      

    The Servicer agrees that, on reasonable prior notice, it will permit any
representative of the Depositor or the Trustee during the Servicer's normal     
business hours, to examine all the books of account, records, reports and       
other papers of the Servicer relating to the Mortgage Loans, to make copies     
and extracts therefrom, to cause such books to be audited by independent        
certified public accountants selected by the Depositor or the Trustee and to    
discuss its affairs, finances and accounts relating to the Mortgage Loans with  
its officers, employees and independent public accountants (and by this         
provision the Servicer hereby authorizes said accountants to discuss with such  
representative such affairs, finances and accounts), all at such reasonable     
times and as often as may be reasonably requested. Any out-of-pocket expense    
incident to the exercise by the Depositor or the Trustee of any right under     
this Section 10.09 shall be borne by the party requesting such inspection; all  
other such expenses shall be borne by the Servicer.                             

Section 10.10.    Certificates Nonassessable and Fully Paid.        

  It is the intention of the Depositor that Certificateholders shall not
be personally liable for obligations of the Trust Fund, that the interests in   
the Trust Fund represented by the Certificates shall be nonassessable for any   
reason whatsoever, and that the Certificates, upon due authentication thereof   
by the Trustee pursuant to this Agreement, are and shall be deemed fully paid.  

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Section 10.11.    Official Record.                                  

  The Seller agrees that this Agreement is and shall remain at all times
before the time at which this Agreement terminates an official record of the    
Seller as referred to in Section 13(e) of the Federal Deposit Insurance Act.    

Section 10.12.    Protection of Assets.                             

 (a) Except for transactions and activities entered into in connection
with the securitization that is the subject of this Agreement, the trust        
created by this Agreement is not authorized and has no power to:                

(i) borrow money or issue debt;                         

     (ii) merge with another entity, reorganize, liquidate or sell
assets;                                                             

(iii) engage in any business or activities.             

(b) Each party to this Agreement agrees that it will not file an    
involuntary bankruptcy petition against the Trustee or the Trust Fund or        
initiate any other form of insolvency proceeding until after the Certificates   
have been paid in full.                                                         

Section 10.13.    Qualifying Special Purpose Entity.                

    Notwithstanding any contrary provision of this Agreement, the Trust Fund
shall not hold any property or engage in any activity that would disqualify     
the Trust Fund from being a qualifying special purpose entity under generally   
accepted accounting principles.                                                 

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Article Eleven  

EXCHANGE ACT REPORTING  

Section 11.01.    Filing Obligations.                               

    The Servicer, the Trustee and the Seller shall reasonably cooperate with
the Depositor in connection with the satisfaction of the Depositor's reporting  
requirements under the Exchange Act with respect to the Trust Fund. In          
addition to the information specified below, if so requested by the Depositor   
for the purpose of satisfying its reporting obligation under the Exchange Act,  
the Servicer, the Trustee and the Seller shall provide the Depositor with (a)   
such information which is available to such Person without unreasonable effort  
or expense and within such timeframe as may be reasonably requested by the      
Depositor to comply with the Depositor's reporting obligations under the        
Exchange Act and (b) to the extent such Person is a party (and the Depositor    
is not a party) to any agreement or amendment required to be filed, copies of   
such agreement or amendment in EDGAR-compatible form.                           

Section 11.02.    Form 10-D Filings.                                

   (a) In accordance with the Exchange Act, unless no reporting obligation
under the Exchange Act exists at such time with respect to the Trust Fund, the  
Trustee shall prepare for filing and file within 15 days after each             
Distribution Date (subject to permitted extensions under the Exchange Act)      
with the Commission with respect to the Trust Fund, a Form 10-D with copies of  
the Monthly Report and, to the extent delivered to the Trustee, no later than   
five calendar days following the Distribution Date, such other information      
identified by the Depositor or the Servicer, in writing, to be filed with the   
Commission (such other information, the "Additional Designated Information").   
If the Depositor or Servicer directs that any Additional Designated             
Information is to be filed with any Form 10-D, the Depositor or Servicer, as    
the case may be, shall specify the Item on Form 10-D to which such information  
is responsive and, with respect to any Exhibit to be filed on Form 10-D, the    
Exhibit number. Any information to be filed on Form 10-D shall be delivered to  
the Trustee in EDGAR-compatible form or as otherwise agreed upon by the         
Trustee and the Depositor or the Servicer, as the case may be, at the           
Depositor's expense, and any necessary conversion to EDGAR-compatible format    
will be at the Depositor's expense. At the reasonable request of, and in        
accordance with the reasonable directions of, the Depositor or the Servicer,    
subject to the two preceding sentences, the Trustee shall prepare for filing    
and file an amendment to any Form 10-D previously filed with the Commission     
with respect to the Trust Fund. The Depositor shall sign the Form 10-D filed    
on behalf of the Trust Fund.                                                    

        The Trustee shall prepare each Form 10-D and, no later than five
Business Days prior to the date on which such Form 10-D is required to be       
filed, deliver a copy of such Form 10-D to the Depositor for review. No later   
than the Business Day following the receipt thereof, the Depositor shall        
notify the Trustee of any changes to be made to the Form 10-D. The Trustee      
shall make any changes thereto requested by the Depositor and deliver the       
final Form 10-D to the Depositor for signature no later than three Business     
Days prior to the date on which such Form 10-D must be filed by the Trustee in  
accordance with this Section 11.02. The Depositor shall execute the final Form  
10-D and deliver the same to the Trustee via electronic mail                    
(DBSEC.Notifications@db.com) or facsimile no later than the Business Day        
following receipt of the same (which, unless not received within such time      
frame from the Trustee, shall be no later than two Business Days prior to the   
date on which the Form 10-D is required to be filed), with an original          
executed hard copy to follow by overnight courier.                              

(b) No later than each Distribution Date, any party responsible for 
providing Additional Designated Information shall notify the Depositor and the  
Trustee of any Form 10-D Disclosure Item, together with a description of any    
such Form 10-D Disclosure Item in form and substance reasonably                 

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acceptable to the Depositor. In addition to such information as the Servicer    
and the Trustee are obligated to provide pursuant to other provisions of this   
Agreement, if so requested by the Depositor, each of the Servicer and the       
Trustee shall provide such information which is available to the Servicer and   
the Trustee, as applicable, without unreasonable effort or expense regarding    
the performance or servicing of the Mortgage Loans (in the case of the          
Trustee, based on the information provided by the Servicer) as is reasonably    
required to facilitate preparation of distribution reports in accordance with   
Item 1121 of Regulation AB. Such information shall be provided concurrently     
with the Remittance Reports in the case of the Servicer and the Monthly         
Statement in the case of the Trustee, commencing with the first such report     
due not less than five Business Days following such request.                    

(c) The Trustee shall not have any responsibility to file any items 
(other than those generated by it) that have not been received in a format      
suitable (or readily convertible into a format suitable) for electronic filing  
via the EDGAR system and shall not have any responsibility to convert any such  
items to such format (other than those items generated by it or that are        
readily convertible to such format). The Trustee shall have no liability to     
the Certificateholders, the Trust Fund, the Servicer or the Depositor with      
respect to any failure to properly prepare or file any of Form 10-D to the      
extent that such failure is not the result of any negligence, bad faith or      
willful misconduct on its part. The Trustee will not have any duty to verify    
the accuracy or sufficiency of any information to be included in any Form 10-D  
not provided by it.                                                             

  (d) The Trustee shall have no liability with respect to any failure to
properly prepare and file such periodic reports resulting or relating to the    
Trustee's inability or failure to obtain any information not resulting from     
its own negligence or willful misconduct.                                       

Section 11.03.    Form 8-K Filings.                                 

    The Servicer shall prepare and file on behalf of the Trust Fund any Form
8-K required by the Exchange Act. Each Form 8-K must be signed by the           
Servicer. Any reporting party identified on Exhibit T shall promptly notify     
the Depositor and the Servicer (if the notifying party is not the Servicer),    
but in no event later than one (1) Business Day after its occurrence, of any    
Reportable Event of which it has actual knowledge. Each Person shall be deemed  
to have actual knowledge of any such event to the extent that it relates to     
such Person or any action or failure to act by such Person.                     

Section 11.04.    Form 10-K Filings.                                

Prior to (x) March 31, 2008 and (y) unless and until a Form 15      
Suspension Notice shall have been filed, March 31st of each year thereafter     
(or, in either case, such earlier date as may be required by the Exchange       
Act), the Trustee shall, subject to the provisions of this Section 11.04, file  
a Form 10-K, with respect to the Trust Fund. The Trustee shall prepare and      
file on behalf of the Trust Fund a Form 10-K, in form and substance as          
required by the Exchange Act. The Trustee shall prepare each Form 10-K and, no  
later than 5 Business Days prior to the date on which such Form 10-K is         
required to be filed, deliver a copy of such Form 10-K to the Depositor for     
review. No later than the Business Day following the receipt thereof, the       
Depositor shall notify the Trustee of any changes to be made to the Form 10-K.  
The Trustee shall make any changes thereto requested by the Depositor and       
deliver the final Form 10-K to the Depositor for signature no later than three  
Business Days prior to the date on which such Form 10-K must be filed by the    
Trustee in accordance with this Section 11.04. The Depositor shall execute the  
final Form 10-K and deliver the same to the Trustee via electronic mail         
(DBSEC.Notifications@db.com) or facsimile no later than Business Day following  
receipt of the same (which, unless not received within such time frame from     
the Trustee, shall be no later than two Business Days prior to the date on      
which the From 10-K is required to be filed), with an original executed hard    
copy to follow by overnight mail. Such Form 10-K shall include the Assessment   
of Compliance, Attestation Report, Annual Compliance Statements and other       
documentation provided by the Servicer pursuant to Sections 3.17 and 11.07, a   
certification in                                                                

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the form attached hereto as Exhibit O-1 (the "Depositor Certification"), which  
shall be signed by the senior officer of the Depositor in charge of             
securitization, and an accountant's report described under Section 11.07. Each  
Form 10-K shall also include any Sarbanes-Oxley Certification required to be    
included therewith, as described in Section 11.05.                              

If the Item 1119 Parties listed on Exhibit T have changed since the 
Closing Date, no later than March 1 of each year, the Depositor shall provide   
each of the Servicer and the Trustee via electronic mail                        
(DBSEC.Notifications@db.com) with an updated Exhibit T setting forth the Item   
1119 Parties.                                                                   

    As to each item of information required to be included in any Form 10-D,
Form 8-K or Form 10-K, the Trustee's or Depositor's obligation to include the   
information in the applicable report is subject to receipt from the entity      
that is indicated in Exhibit Q as the responsible party for providing that      
information, if other than the Trustee or the Depositor, as applicable, as and  
when required as described above. Each of the Trustee, the Servicer and the     
Depositor, as applicable, hereby agree to notify and provide to the Trustee     
and the Depositor all information that is required to be included in any Form   
10-D, Form 8-K or Form 10-K, with respect to which that entity is indicated in  
Exhibit Q as the responsible party for providing that information. In the case  
of information to be included in the From 10-D, such information shall be       
delivered to the Trustee (with a copy to the Depositor) no later than 5         
calendar days following each Distribution Date. In the case of information to   
be included in the Form 8-K, such information shall be delivered to the         
Depositor no later than 2 Business Days following the occurrence of a           
reportable event. In the case of information to be included in the From 10-K,   
such information, other than the documentation provided pursuant to Sections    
3.17 and 11.07, shall be delivered to the Trustee no later than (x) March 1,    
2008 (with a 15 day cure period) and (y) unless and until a Form 15 Suspension  
Notice shall have been filed, March 1st of each year thereafter. The Servicer   
shall be responsible for determining the pool concentration applicable to any   
subservicer or originator at any time, for purposes of disclosure as required   
by Items 1117 and 1119 of Regulation AB. The Trustee shall provide electronic   
or paper copies of all Form 10-D, 8-K and 10-K filings free of charge to any    
Certificateholder upon request.                                                 

  The Trustee shall sign a certification (in the form attached hereto as
Exhibit O-2) for the benefit of the Depositor and its officers, directors and   
Affiliates. The Trustee's certification shall be delivered to the Depositor by  
no later than March 18th of each year (or if such day is not a Business Day,    
the immediately preceding Business Day) and the Depositor shall deliver the     
Depositor Certification to the Trustee for filing no later than March 20th of   
each year (or if such day is not a Business Day, the immediately preceding      
Business Day).                                                                  

The Trustee shall indemnify and hold harmless the Depositor and its 
officers, directors and Affiliates from and against any losses, damages,        
penalties, fines, forfeitures, reasonable and necessary legal fees and related  
costs, judgments and other costs and expenses (incurred by the Depositor in     
the absence of and to the extent of its own negligence, willful misconduct or   
bad faith) arising out of or based upon (i) a breach of the Trustee's           
obligations under this Section 11.04 and Section 11.07 (to the extent such      
breach occurred as a result of its own negligence, willful misconduct or bad    
faith) or (ii) any material misstatement or omission contained in any           
information provided by the Trustee including, without limitation, in the       
certification provided by the Trustee in the form of Exhibit O-2 or the         
assessment of compliance provided pursuant to Section 11.07. If the             
indemnification provided for herein is unavailable or insufficient to hold      
harmless the Depositor, then the Trustee agrees that it shall contribute to     
the amount paid or payable by the Depositor as a result of the losses, claims,  
damages or liabilities of the Depositor in such proportion as is appropriate    
to reflect the relative fault of the Depositor on the one hand and the Trustee  
on the other. This indemnification shall survive the termination of this        
Agreement or the termination of any party to this Agreement.                    

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The Servicer shall indemnify and hold harmless the Depositor, the   
Trustee and their respective officers, directors and Affiliates from and        
against any actual losses, damages, penalties, fines, forfeitures, reasonable   
and necessary legal fees and related costs, judgments and other costs and       
expenses that such Person may sustain based upon (i) a breach of the            
Servicer's obligations under Sections 3.17, 11.07 or 11.04 or (ii) any          
material misstatement or omission contained in any information provided by the  
Servicer including, without limitation, in the information provided pursuant    
to Sections 3.17 and 11.07. This indemnification shall survive the termination  
of this Agreement or the termination of any party to this Agreement.            

The Depositor shall indemnify and hold harmless the Servicer, the   
Trustee and their respective officers, directors and Affiliates from and        
against any actual losses, damages, penalties, fines, forfeitures, reasonable   
and necessary legal fees and related costs, judgments and other costs and       
expenses that such Person may sustain based upon (i) a breach of the            
Depositor's obligations under this Section 11.04 or (ii) any material           
misstatement or omission contained in any information provided by the           
Depositor.                                                                      

The Trustee will have no duty or liability to verify the accuracy or
sufficiency of any information not prepared by it included in any Form 10-D,    
Form 10-K or Form 8-K. The Trustee shall have no liability with respect to any  
failure to properly prepare or file any Form 10-D or Form 10-K resulting from   
or relating to the Trustee's inability or failure to receive any information    
in a timely manner from the party responsible for delivery of such              
information. The Trustee shall have no liability with respect to any failure    
to properly file any Form 10-D or 10-K resulting from or relating to the        
Depositor's failure to timely comply with the provisions of this section.       
Nothing herein shall be construed to require the Trustee or any officer,        
director or Affiliate thereof to sign any Form 10-D, Form 10-K or Form 8-K.     
Copies of all reports filed by the Trustee under the Exchange Act shall be      
sent to the Depositor electronically or at the address set forth in Section     
10.05. Fees and expenses incurred by the Trustee in connection with this        
Section 11.04 shall not be reimbursable from the Trust Fund.                    

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

   To the extent that, following the Closing Date, the Depositor certifies
that reports and certifications differing from those required under this        
Section 11.04 are necessary to comply with the reporting requirements under     
the Exchange Act, the parties hereto hereby agree that each will reasonably     
cooperate to amend the provisions of this Section 11.04 in order to comply      
with such amended reporting requirements and such amendment of this Section     
11.04. Any such amendment may result in the reduction of the reports executed   
by and filed on behalf of the Depositor under the Exchange Act.                 
Notwithstanding the foregoing, the Trustee shall not be obligated to enter      
into any amendment pursuant to this Section that adversely affects its          
obligations and immunities under this Agreement.                                

    Each of the parties acknowledges and agrees that the purpose of Sections
3.17, 11.07 and this Section 11.04 of this Agreement is to facilitate           
compliance by the Depositor with the provisions of Regulation AB. Therefore,    
each of the parties agree that (a) the obligations of the parties hereunder     
shall be interpreted in such a manner as to accomplish that purpose, (b) the    
parties' obligations hereunder will be supplemented and modified as necessary   
to be consistent with any such amendments, interpretive advice or guidance in   
respect of the requirements of Regulation AB, (c) the parties shall comply      
with reasonable requests made by the Depositor for delivery of additional or    
different information as the Depositor may determine in good faith is           
necessary to comply with the provisions of Regulation AB, and (d) no amendment  
of this Agreement shall be required to effect any such changes in the parties'  
obligations as are necessary to accommodate evolving interpretations of the     
provisions of Regulation AB.                                                    

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Section 11.05.    Sarbanes-Oxley Certification.                     

Each Form 10-K shall include a certification (the "Sarbanes-Oxley   
Certification") required by Rules 13a-14(d) and 15d-14(d) under the Exchange    
Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and the rules    
and regulations of the Commission promulgated thereunder (including any         
interpretations thereof by the Commission's staff)). No later than March 15 of  
each year, beginning in 2008, the Servicer and the Trustee shall (unless such   
person is the Certifying Person), and the Servicer shall cause each Reporting   
Subcontractor and the Trustee shall cause each Reporting Subcontractor to,      
provide to the Person who signs the Sarbanes-Oxley Certification (the           
"Certifying Person") a certification (each, a "Performance Certification"), in  
the form attached hereto as Exhibit R on which the Certifying Person, the       
entity for which the Certifying Person acts as an officer, and such entity's    
officers, directors and Affiliates (collectively with the Certifying Person,    
"Certification Parties") can reasonably rely. The senior officer in charge of   
the servicing function of the Servicer shall serve as the Certifying Person on  
behalf of the Trust Fund. Neither the Servicer nor the Depositor will request   
delivery of a certification under this clause unless the Trustee is required    
under the Exchange Act to file an annual report on Form 10-K with respect to    
the Trust Fund. In the event that prior to the filing date of the Form 10-K in  
March of each year, the Servicer or the Depositor has actual knowledge of       
information material to the Sarbanes-Oxley Certification, the Servicer or the   
Depositor, as the case may be, shall promptly notify the Servicer and the       
Trustee. The respective parties hereto agree to cooperate with all reasonable   
requests made by any Certifying Person or Certification Party in connection     
with such Person's attempt to conduct any due diligence that such Person        
reasonably believes to be appropriate in order to allow it to deliver any       
Sarbanes-Oxley Certification or portion thereof with respect to the Trust       
Fund.                                                                           

Section 11.06.    Form 15 Filing.                                   

   Prior to January 30 of the first year in which the Depositor is able to
do so under applicable law, the Trustee on behalf of the Depositor shall file   
a Form 15 relating to the automatic suspension of reporting in respect of the   
Trust Fund under the Exchange Act.                                              

 Section 11.07.    Report on Assessment of Compliance and Attestation.

(a) On or before March 15 of each calendar year, commencing in 2008,
unless no reporting obligation under the Exchange Act exists at such time with  
respect to the Trust Fund:                                                      

         (i) The Servicer shall deliver to the Trustee (with a copy to the
 Depositor) a report (in form and substance reasonably satisfactory to
  the Trustee) regarding the Servicer's or the Trustee's, as applicable,
assessment of compliance with the Servicing Criteria during the     
   immediately preceding calendar year, as required under Rules 13a-18 and
  15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
shall be signed by an authorized officer of such Person and shall   
address each of the Servicing Criteria applicable to each party     
  specified on a certification delivered to the Trustee substantially in
  the form of Exhibit S. To the extent any of the Servicing Criteria are
  not applicable to such Person, with respect to asset-backed securities
   transactions taken as a whole involving such Person and that are backed
by the same asset type backing the Certificates, such report shall  
  include such a statement to that effect. The Trustee and the Servicer,
    and each of their respective officers and directors shall be entitled to
rely upon each such servicing criteria assessment.                  

       (ii) The Servicer shall deliver to the Trustee, and the Trustee
shall provide on its own behalf, a report of a registered public    
 accounting firm reasonably acceptable to the Trustee that attests to,
and reports on, the assessment of compliance made by Servicer or the
Trustee, as applicable, and delivered pursuant to the preceding     
paragraphs. Such attestation shall be in                            

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    accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
   Securities Act and the Exchange Act, including, without limitation that
in the event that an overall opinion cannot be expressed, such      
   registered public accounting firm shall state in such report why it was
unable to express such an opinion. Such report must be available for
  general use and not contain restricted use language. To the extent any
of the Servicing Criteria are not applicable to such Person, with   
respect to asset-backed securities transactions taken as a whole    
    involving such Person and that are backed by the same asset type backing
the Certificates, such report shall include such a statement to that
effect.                                                             

(iii) The Servicer shall cause each of its Reporting    
   Subcontractors to deliver to the Trustee (with a copy to the Depositor)
an assessment of compliance and accountant's attestation as and when
provided in paragraphs (a) and (b) of this Section 11.07.           

         (iv) The Trustee shall cause each of its Reporting Subcontractors
to deliver to the Trustee and the Servicer (with a copy to the      
  Depositor) an assessment of compliance and accountant's attestation as
and when provided in paragraphs (a) and (b) of this Section.        

         (v) The Servicer shall execute (and the Servicer shall cause each
    Reporting Subcontractor to execute) a reliance certificate to enable the
   Certification Parties to rely upon each (A) annual compliance statement
  provided pursuant to Section 3.17, (B) annual report on assessments of
compliance with servicing criteria provided pursuant to this Section
11.07 and (C) accountant's report provided pursuant to this Section 
    11.07 and shall include a certification that each such annual compliance
   statement or report discloses any deficiencies or defaults described to
the registered public accountants of such Person to enable such     
accountants to render the certificates provided for in this Section 
11.07.                                                              

        (vi) The Trustee shall execute (and the Trustee shall cause each
    Reporting Subcontractor to execute) a reliance certificate to enable the
    Certification Parties to rely upon each (A) annual report on assessments
   of compliance with servicing criteria provided pursuant to this Section
11.07 and (C) accountant's report provided pursuant to this Section 
   11.07 and shall include a certification that each such report discloses
any deficiencies or defaults described to the registered public     
accountants of such Person to enable such accountants to render the 
certificates provided for in this Section 11.07.                    

    (b) In the event the Servicer, the Trustee or Reporting Subcontractor is
terminated or resigns during the term of this Agreement, such Person shall      
provide documents and information required by this Section 11.07 with respect   
to the period of time it was subject to this Agreement or provided services     
with respect to the Trust Fund, the Certificates or the Mortgage Loans.         

   (c) An assessment of compliance provided by a Subcontractor pursuant to
Section 11.07(a)(iii) or (iv) need not address any elements of the Servicing    
Criteria other than those specified by the Servicer or the Trustee, as          
applicable, pursuant to Section 11.07(a)(i).                                    

Section 11.08.    Use of Subcontractors.                            

(a) [Reserved].                                                     

 (b) It shall not be necessary for the Servicer or the Trustee to seek
the consent of the Depositor or any other party hereto to the utilization of    
any Subcontractor. The Servicer or the Trustee, as applicable, shall promptly   
upon request provide to the Trustee and the Depositor (or any designee of the   
Depositor, such as the Servicer or administrator) a written description (in     
form and substance satisfactory                                                 

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to the Depositor) of the role and function of each Subcontractor utilized by    
such Person, specifying (i) the identity of each such Subcontractor, (ii)       
which (if any) of such Subcontractors are "participating in the servicing       
function" within the meaning of Item 1122 of Regulation AB, and (iii) which     
elements of the Servicing Criteria will be addressed in assessments of          
compliance provided by each Subcontractor identified pursuant to clause (ii)    
of this paragraph.                                                              

   As a condition to the utilization of any Subcontractor determined to be
a Reporting Subcontractor, the Servicer or the Trustee, as applicable, shall    
cause any such Subcontractor used by such Person for the benefit of the         
Depositor to comply with the provisions of Sections 11.07 and 11.09 of this     
Agreement to the same extent as if such Subcontractor were the Servicer         
(except with respect to the Servicer's duties with respect to preparing and     
filing any Exchange Act Reports or as the Certifying Person) or the Trustee,    
as applicable. The Servicer or the Trustee, as applicable, shall be             
responsible for obtaining from each Subcontractor and delivering to the         
Trustee and the Servicer, any assessment of compliance and attestation          
required to be delivered by such Subcontractor under Section 11.05 and Section  
11.07, in each case as and when required to be delivered.                       

Section 11.09.    Amendments.                                       

   In the event the parties to this Agreement desire to further clarify or
amend any provision of this Article 11, this Agreement shall be amended to      
reflect the new agreement between the parties covering matters in this Article  
11 pursuant to Section 10.01, which amendment shall not require any Opinion of  
Counsel or Rating Agency confirmations or the consent of any                    
Certificateholder.                                                              

 If, during the period that the Depositor is required to file Exchange
Act Reports with respect to the Trust Fund, the Servicer is no longer an        
Affiliate of the Depositor, the Depositor shall assume the obligations and      
responsibilities of the Servicer in this Article 11 with respect to the         
preparation and filing of the Exchange Act Reports and/or acting as the         
Certifying Person, if the Depositor has received indemnity from such successor  
Servicer satisfactory to the Depositor, and such Servicer has agreed to         
provide a Sarbanes-Oxley Certification to the Depositor substantially in the    
form of Exhibit U.                                                              

* * * * * * 

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IN WITNESS WHEREOF, the Depositor, the Trustee, and the Seller and  
Servicer have caused their names to be signed hereto by their respective        
officers thereunto duly authorized as of the day and year first above written.  

         INDYMAC MBS, INC.
          as Depositor

                 By:  /s/    Jill Jacobson
                                       -------------------------------------
                        Name:  Jill Jacobson
                         Title: Vice President

                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                  as Trustee and Supplemental Interest
     Trustee

                By:  /s/    Marion Hogan
                                       -------------------------------------
                       Name:  Marion Hogan
                     Title:  Associate

                         By:  /s/     Jennifer Hermansader
                                       -------------------------------------
                               Name:  Jennifer Hermansader
                     Title:  Associate

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

                 By:  /s/    Jill Jacobson
                                       -------------------------------------
                        Name:  Jill Jacobson
                          Title:  Vice President

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STATE OF CALIFORNIA                )                                            
: ss.:    
COUNTY OF Los Angeles              )                                            

On this 27th day of April, 2007, before me, personally appeared Jill
Jacobson, known to me to be a Vice President of IndyMac MBS, Inc., one of the   
entities that executed the within instrument, and also known to me to be the    
person who executed it on behalf of said entity, and acknowledged to me that    
such entity executed the within instrument.                                     

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.                  

                      /s/ Evan Fitzsimon
                                 -------------------------------
                 Notary Public

[NOTARIAL SEAL]                                                                 

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STATE OF CALIFORNIA                )                                            
: ss.:    
COUNTY OF Orange                   )                                            

    On this 26th day of April, 2007, before me, personally appeared Jennifer
Hermansader and Marion Hogan, known to me to be an Associate and an Associate,  
respectively, of Deutsche Bank National Trust Company, one of the entities      
that executed the within instrument, and also known to me to be the person who  
executed it on behalf of said entity, and acknowledged to me that such entity   
executed the within instrument.                                                 

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.                  

                    /s/ Tiffany Yuan
                               -----------------------------
                 Notary Public

[NOTARIAL SEAL]                                                                 

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STATE OF CALIFORNIA                )                                            
: ss.:    
COUNTY OF Los Angeles              )                                            

On this 27th day of April, 2007, before me, personally appeared Jill
Jacobson, known to me to be a Vice President of IndyMac Bank, F.S.B., one of    
the entities that executed the within instrument, and also known to me to be    
the person who executed it on behalf of said entity, and acknowledged to me     
that such entity executed the within instrument.                                

   IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.                  

                      /s/ Evan Fitzsimon
                                 -------------------------------
                 Notary Public

[NOTARIAL SEAL]                                                                 

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Schedule I  

MORTGAGE LOAN SCHEDULE [DELIVERED AT CLOSING TO TRUSTEE]  

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Schedule II 

INDYMAC MBS, INC. MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2007-FLX3  

Representations and Warranties of the Seller/Servicer 

  Indy Mac Bank, F.S.B. ("IndyMac") hereby makes the representations and
warranties set forth in this Schedule II to the Depositor and the Trustee, as   
of the Closing Date. Capitalized terms used but not otherwise defined in this   
Schedule II shall have the meanings assigned thereto in the Pooling and         
Servicing Agreement (the "Pooling and Servicing Agreement") relating to the     
above-referenced Series, among IndyMac, as seller and Servicer, IndyMac MBS,    
Inc., as depositor, and Deutsche Bank National Trust Company, as trustee and    
supplemental interest trustee.                                                  

         (1) IndyMac is duly organized as a federally insured savings bank
and is validly existing and in good standing under the laws of the  
United States of America and is duly authorized and qualified to    
transact any business contemplated by the Pooling and Servicing     
  Agreement to be conducted by IndyMac in any state in which a Mortgaged
    Property is located or is otherwise not required under applicable law to
  effect such qualification and, in any event, is in compliance with the
    doing business laws of any such state, to the extent necessary to ensure
    its ability to enforce each Mortgage Loan, to service the Mortgage Loans
 in accordance with the Pooling and Servicing Agreement and to perform
  any of its other obligations under the Pooling and Servicing Agreement
in accordance with the terms thereof.                               

          (2) IndyMac has the full corporate power and authority to sell and
   service each Mortgage Loan, and to execute, deliver and perform, and to
  enter into and consummate the transactions contemplated by the Pooling
and Servicing Agreement and has duly authorized by all necessary    
corporate action on the part of IndyMac the execution, delivery and 
   performance of the Pooling and Servicing Agreement; and the Pooling and
Servicing Agreement, assuming the due authorization, execution and  
delivery thereof by the other parties thereto, constitutes a legal, 
   valid and binding obligation of IndyMac, enforceable against IndyMac in
 accordance with its terms, except that (a) the enforceability thereof
  may be limited by bankruptcy, insolvency, moratorium, receivership and
  other similar laws relating to creditors' rights generally and (b) the
remedy of specific performance and injunctive and other forms of    
equitable relief may be subject to equitable defenses and to the    
discretion of the court before which any proceeding therefor may be 
brought.                                                            

   (3) The execution and delivery of the Pooling and Servicing
 Agreement by IndyMac, the sale and servicing of the Mortgage Loans by
  IndyMac under the Pooling and Servicing Agreement, the consummation of
   any other of the transactions contemplated by the Pooling and Servicing
  Agreement, and the fulfillment of or compliance with the terms thereof
are in the ordinary course of business of IndyMac and will not (A)  
  result in a material breach of any term or provision of the charter or
    by-laws of IndyMac or (B) materially conflict with, result in a material
 breach, violation or acceleration of, or result in a material default
   under, any other material agreement or instrument to which IndyMac is a
party or by which it may be bound, or (C) constitute a material     
  violation of any statute, order or regulation applicable to IndyMac of
  any court, regulatory body, administrative agency or governmental body
    having jurisdiction over IndyMac (including the OTS, the Federal Deposit
    Insurance Corporation or any other governmental entity having regulatory
 authority over IndyMac); and IndyMac is not in breach or violation of
   any material indenture or other material agreement or instrument, or in
  violation of any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction
over it (including the OTS, the Federal Deposit Insurance           

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    Corporation or any other governmental entity having regulatory authority
   over IndyMac) which breach or violation may materially impair IndyMac's
   ability to perform or meet any of its obligations under the Pooling and
Servicing Agreement.                                                

          (4) IndyMac is an approved servicer of conventional mortgage loans
    for FNMA or FHLMC or is a mortgagee approved by the Secretary of Housing
  and Urban Development pursuant to Sections 203 and 211 of the National
Housing Act.                                                        

 (5) No litigation is pending or, to the best of IndyMac's
   knowledge, threatened against IndyMac that would prohibit the execution
or delivery of, or performance under, the Pooling and Servicing     
Agreement by IndyMac.                                               

         (6) IndyMac is a member of MERS in good standing, and will comply
in all material respects with the rules and procedures of MERS in   
   connection with the servicing of the MERS Mortgage Loans for as long as
such Mortgage Loans are registered with MERS.                       

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Schedule III  

INDYMAC MBS, INC. 
MORTGAGE PASS-THROUGH CERTIFICATES, 
SERIES 2007-FLX3  

Representations and Warranties as to the Mortgage Loans 

 IndyMac Bank, F.S.B. ("IndyMac") hereby makes the representations and
warranties set forth in this Schedule III to the Depositor and the Trustee, as  
of the Closing Date or if so specified in this Schedule III, as of the Cut-off  
Date with respect to each Mortgage Loan. Capitalized terms used but not         
otherwise defined in this Schedule III shall have the meanings assigned to      
them in the Pooling and Servicing Agreement (the "Pooling and Servicing         
Agreement") relating to the above-referenced Series, among IndyMac, as seller   
and Servicer, IndyMac MBS, Inc., as depositor, and Deutsche Bank National       
Trust Company, as trustee and supplemental interest trustee.                    

      (1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to each Mortgage Loan is true and  
correct in all material respects as of the Closing Date.            

        (2) All regularly scheduled monthly payments due with respect to
  each Mortgage Loan up to and including the Due Date before the Cut-off
   Date have been made; and as of the Cut-off Date, no Mortgage Loan had a
   regularly scheduled monthly payment that was 60 or more days Delinquent
during the twelve months before the Cut-off Date.                   

       (3) With respect to any Mortgage Loan that is not a Cooperative
Loan, each Mortgage is a valid and enforceable first lien on the    
    Mortgaged Property subject only to (a) the lien of nondelinquent current
    real property taxes and assessments and liens or interests arising under
or as a result of any federal, state or local law, regulation or    
  ordinance relating to hazardous wastes or hazardous substances and, if
the related Mortgaged Property is a unit in a condominium project or
planned unit development, any lien for common charges permitted by  
statute or homeowner association fees, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public  
record as of the date of recording of such Mortgage, such exceptions
appearing of record being generally acceptable to mortgage lending  
institutions in the area wherein the related Mortgaged Property is  
 located or specifically reflected in the appraisal made in connection
    with the origination of the related Mortgage Loan, and (c) other matters
 to which like properties are commonly subject which do not materially
  interfere with the benefits of the security intended to be provided by
such Mortgage.                                                      

          (4) Immediately before the assignment of the Mortgage Loans to the
    Depositor, the Seller had good title to, and was the sole owner of, each
Mortgage Loan free and clear of any pledge, lien, encumbrance or    
security interest and had full right and authority, subject to no   
interest or participation of, or agreement with, any other party, to
sell and assign the same pursuant to the Pooling and Servicing      
Agreement.                                                          

          (5) As of the date of origination of each Mortgage Loan, there was
no delinquent tax or assessment lien against the related Mortgaged  
Property.                                                           

    (6) There is no valid offset, defense or counterclaim to any
   Mortgage Note or Mortgage, including the obligation of the Mortgagor to
pay the unpaid principal of or interest on such Mortgage Note.      

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      (7) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien
 prior to or equal with, the lien of such Mortgage, except those which
 are insured against by the title insurance policy referred to in item
(11) below.                                                         

       (8) No Mortgaged Property has been materially damaged by water,
fire, earthquake, windstorm, flood, tornado or similar casualty     
  (excluding casualty from the presence of hazardous wastes or hazardous
substances, as to which the Seller makes no representation) so as to
    affect adversely the value of the related Mortgaged Property as security
for the Mortgage Loan.                                              

      (9) Each Mortgage Loan at origination complied in all material
   respects with applicable local, state and federal laws and regulations,
including usury, equal credit opportunity, real estate settlement   
   procedures, truth-in-lending, and disclosure laws, or any noncompliance
does not have a material adverse effect on the value of the related 
Mortgage Loan.                                                      

     (10) The Seller has not modified the Mortgage in any material
    respect (except that a Mortgage Loan may have been modified by a written
instrument which has been recorded or submitted for recordation, if 
   necessary, to protect the interests of the Certificateholders and which
    has been delivered to the Trustee); satisfied, cancelled or subordinated
such Mortgage in whole or in part; released the related Mortgaged   
    Property in whole or in part from the lien of such Mortgage; or executed
 any instrument of release, cancellation, modification or satisfaction
with respect thereto.                                               

 (11) A lender's policy of title insurance together with a
condominium endorsement and extended coverage endorsement, if       
   applicable, and negative amortization endorsement in an amount at least
  equal to the Cut-off Date Principal Balance of each such Mortgage Loan
   or a commitment (binder) to issue the same was effective on the date of
   the origination of each Mortgage Loan and each such policy is valid and
remains in full force and effect.                                   

     (12) Each Mortgage Loan was originated (within the meaning of
   Section 3(a)(41) of the Securities Exchange Act of 1934, as amended) by
   an entity that satisfied at the time of origination the requirements of
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended.

        (13) All of the improvements which were included for the purpose
   of determining the Appraised Value of the Mortgaged Property lie wholly
  within the boundaries and building restriction lines of such property,
   and no improvements on adjoining properties encroach upon the Mortgaged
 Property, unless such failure to be wholly within such boundaries and
restriction lines or such encroachment, as the case may be, does not
have a material effect on the value of the Mortgaged Property.      

    (14) As of the date of origination of each Mortgage Loan, no
improvement located on or being part of the Mortgaged Property is in
violation of any applicable zoning law or regulation unless such    
  violation would not have a material adverse effect on the value of the
  related Mortgaged Property. All inspections, licenses and certificates
  required to be made or issued with respect to all occupied portions of
    the Mortgaged Property and, with respect to the use and occupancy of the
same, including certificates of occupancy and fire underwriting     
certificates, have been made or obtained from the appropriate       
  authorities, unless the lack thereof would not have a material adverse
effect on the value of the Mortgaged Property.                      

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        (15) The Mortgage Note and the related Mortgage are genuine, and
 each is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law.  

        (16) The proceeds of the Mortgage Loan have been fully disbursed
and there is no requirement for future advances thereunder.         

    (17) The related Mortgage contains customary and enforceable
 provisions which render the rights and remedies of the holder thereof
adequate for the realization against the Mortgaged Property of the  
benefits of the security, including, (i) in the case of a Mortgage  
   designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure.                                               

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

      (19) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy
   with a generally acceptable carrier that provides for fire and extended
    coverage and coverage for such other hazards as are customarily required
 by institutional single family mortgage lenders in the area where the
Mortgaged Property is located, and the Seller has received no notice
that any premiums due and payable thereon have not been paid; the   
Mortgage obligates the Mortgagor thereunder to maintain all such    
    insurance including flood insurance at the Mortgagor's cost and expense.
    Anything to the contrary in this item (19) notwithstanding, no breach of
this item (19) shall be deemed to give rise to any obligation of the
 Seller to repurchase or substitute for such affected Mortgage Loan or
    Loans so long as the Servicer maintains a blanket policy pursuant to the
second paragraph of Section 3.10(a) of the Pooling and Servicing    
Agreement.                                                          

     (20) If at the time of origination of each Mortgage Loan, the
    related Mortgaged Property was in an area then identified in the Federal
 Register by the Federal Emergency Management Agency as having special
flood hazards, a flood insurance policy in a form meeting the       
 then-current requirements of the Flood Insurance Administration is in
effect with respect to the Mortgaged Property with a generally      
acceptable carrier.                                                 

          (21) There is no proceeding pending or threatened for the total or
    partial condemnation of any Mortgaged Property, nor is such a proceeding
currently occurring.                                                

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

    (23) Each Mortgage File contains an appraisal of the related
    Mortgaged Property in a form acceptable to FNMA or FHLMC. Appraisal Form
1004 or Form 2055 has been obtained..                               

         (24) Any leasehold estate securing a Mortgage Loan has a stated
 term of not less than five years in excess of the term of the related
Mortgage Loan.                                                      

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       (25) Each Mortgage Loan was selected from among the outstanding
one- to four-family mortgage loans in the Seller's portfolio at the 
 Closing Date as to which the representations and warranties made with
respect to the Mortgage Loans set forth in this Schedule III can be 
made. No such selection was made in a manner intended to adversely  
affect the interests of the Certificateholders.                     

(26) None of the Mortgage Loans are Cooperative Loans.  

(27) [Reserved].                                        

        (28) None of the Mortgage Loans is a "high cost" loan, "covered"
 loan (excluding home loans defined as "covered home loans" in the New
   Jersey Home Ownership Security Act of 2002 that were originated between
November 26, 2003 and July 7, 2004), "high risk home" or "predatory"
   loan or any other similarly designated loan as defined under any state,
local or federal law, as defined by applicable predatory and abusive
lending laws.                                                       

       (29) Each Mortgage Loan at the time it was made complied in all
material respects with applicable local, state, and federal laws,   
including, but not limited to, all applicable predatory and abusive 
lending laws.                                                       

(30) [Reserved].                                        

(31) No proceeds from any Mortgage Loan underlying the  
Certificates were used to finance single-premium credit insurance   
policies.                                                           

     (32) None of the Mortgage Notes related to the Mortgage Loans
 impose a Prepayment Charge on the related Mortgage Loan for a term in
excess of three years from the origination of the Mortgage Loan.    

(33) [Reserved].                                        

        (34) No Mortgage Loan is subject to the requirements of the Home
Ownership and Equity Protection Act of 1994.                        

          (35) No Mortgage Loan is a "High-Cost Home Loan" as defined in any
    of the following statutes: the Georgia Fair Lending Act, as amended (the
"Georgia Act"), the New York Banking Law 6-1, the Arkansas Home Loan
   Protection Act effective July 16, 2003 (Act 1340 of 2003), the Kentucky
high-cost home loan statute effective June 24, 2003 (Ky. Rev. Stat. 
  Section 360.100), the New Jersey Home Ownership Act effective November
27, 2003 (N.J.S.A. 46:10B-22 et seq.), or the New Mexico Home Loan  
    Protection Act effective January 1, 2004 (N.M. Stat. Ann ss.ss. 58-21A-1
  et seq.). With respect to any Mortgage Loan subject to the Georgia Act
and secured by owner occupied real property or an owner occupied    
manufactured home located in the state of Georgia and originated (or
modified) on or after October 1, 2002 through and including March 7,
   2003, such Mortgage Loan was originated by IndyMac. No Mortgage Loan is
  a "High-Risk Home Loan" as defined in the Illinois High-Risk Home Loan
  Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.). No
Mortgage Loan is a "High-Cost Home Mortgage Loan" as defined in     
  Massachusetts Predatory Home Loan Practices Act, effective November 6,
2004 (Mass. Ann. Laws Ch. 183C). None of the Mortgage Loans that are
    secured by property located in the State of Illinois are in violation of
   the provisions of the Illinois Interest Act (815 Ill. Comp. Stat. 205/1
et. seq.).                                                          

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  (36) Each Mortgage Loan has been underwritten and serviced
substantially in accordance with the Seller's guidelines, subject to
 such variances as are reflected on the Mortgage Loan Schedule or that
the Seller has approved.                                            

     (37) No Mortgage Loan is a High Cost Loan or Covered Loan, as
applicable (as such terms are defined in the then-current version of
    Standard & Poor's LEVELS(R) Glossary, which is now Version 5.7, Appendix
E) and no Mortgage Loan originated on or after Oct. 1, 2002 through 
March 6, 2003 is governed by the Georgia Fair Lending Act.          

    (38) The Pooling and Servicing Agreement creates a valid and
  continuing "security interest" (as defined in Section 1-201(37) of the
UCC) in each Mortgage Note in favor of the Trustee, which security  
   interest is prior to all other liens and is enforceable as such against
creditors of and purchasers from the Depositor. Each Mortgage Note  
 constitutes "promissory notes" (as defined in Section 9-102(a)(65) of
    the UCC). Immediately before the assignment of each Mortgage Note to the
 Trustee, the Depositor had good and marketable title to such Mortgage
  Note free and clear of any lien, claim, encumbrance of any Person. All
original executed copies of each Mortgage Note have been or shall be
    delivered to the Trustee within five Business Days following the Closing
Date. Other than the security interest granted to the Trustee, the  
  Depositor has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any Mortgage Note. The Depositor has not  
 authorized the filing of and is not aware of any financing statements
   against the Depositor that include a description of any of the Mortgage
Notes. The Depositor is not aware of any judgment or tax liens filed
against the Depositor. None of the Mortgage Notes has any marks or  
   notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than the Trustee.                      

      (39) To the best of the Seller's knowledge, there was no fraud
   involved in the origination of any Mortgage Loan by the mortgagee or by
the Mortgagor, any appraiser or any other party involved in the     
origination of the Mortgage Loan.                                   

         (40) Each Loan is a "qualified mortgage" under Section 860G(a)(3)
of the Code.                                                        

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Schedule IV 

INDYMAC MBS, INC. 
MORTGAGE PASS-THROUGH CERTIFICATES, 
SERIES 2007-FLX3  

Form of Monthly Report  

[on file with the Trustee]  

S-IV-1  

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EXHIBIT A 

[FORM OF SENIOR CERTIFICATE]  

    [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR  
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY           
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER     
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A  
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE     
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                                  

SO LONG AS THE SWAP CONTRACT IS IN EFFECT, NO TRANSFER OF THIS      
CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED A              
REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT     
THAT EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER    
RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF THE EMPLOYEE          
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE  
CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN'S OR               
ARRANGEMENT'S ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A "PLAN")     
NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH  
PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS        
CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION      
CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23   
OR THE SERVICE PROVIDER EXEMPTION PROVIDED UNDER SECTION 408(B)(17) OF ERISA    
AND SECTION 4975(D)(20) OF THE CODE. ANY PURPORTED TRANSFER OF THIS             
CERTIFICATE PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST TO OR   
ON BEHALF OF A PLAN WITHOUT THE DELIVERY TO THE TRUSTEE OF A REPRESENTATION     
LETTER AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. IF THIS CERTIFICATE   
IS A BOOK-ENTRY CERTIFICATE, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A       
REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS          
APPLICABLE.                                                                     

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Certificate No.                   :                                             

Cut-off  Date                     :                                             

First Distribution Date           :                                             

Initial Certificate Balance of                                                  
this Certificate ("Denomination") :          $                                  

Initial Certificate Balances of                                                 
all Certificates of this Class    :          $                                  

CUSIP                             :                                             

Interest Rate                     :          %                                  

Maturity Date                     :                                             

INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-_ 
Mortgage Pass-Through Certificates, Series 200_-_ 
Class [__]  

         evidencing a percentage interest in the distributions
        allocable to the Certificates of the above-referenced Class with
 respect to a Trust Fund consisting primarily of a pool of
     conventional mortgage loans (the "Mortgage Loans") secured by
  first liens on one- to four-family residential properties.

IndyMac MBS, Inc., as Depositor 

    Principal in respect of this Certificate is distributable monthly as set
forth herein or in the Agreement (defined below). Accordingly, the Certificate  
Balance at any time may be less than the Certificate Balance as set forth       
herein. This Certificate does not evidence an obligation of, or an interest     
in, and is not guaranteed by the Depositor, the Seller, the Servicer or the     
Trustee referred to below or any of their respective affiliates. Neither this   
Certificate nor the Mortgage Loans are guaranteed or insured by any             
governmental agency or instrumentality.                                         

This certifies that ________________ is the registered owner of the 
Percentage Interest evidenced by this Certificate (obtained by dividing the     
denomination of this Certificate by the aggregate Initial Certificate Balances  
of all Certificates of the Class to which this Certificate belongs) in certain  
monthly distributions with respect to a Trust Fund consisting primarily of the  
Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust      
Fund was created pursuant to a Pooling and Servicing Agreement dated as of the  
Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac     
Bank, F.S.B., as seller (in such capacity, the "Seller") and as servicer (in    
such capacity, the "Servicer"), and Deutsche Bank National Trust Company, as    
trustee (the "Trustee"). To the extent not defined herein, the capitalized      
terms used herein have the meanings assigned in the Agreement. This             
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

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

  Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all         
purposes have the same effect as if set forth at this place.                    

This Certificate shall not be entitled to any benefit under the     
Agreement or be valid for any purpose unless manually countersigned by an       
authorized signatory of the Trustee.                                            

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  IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  ____________, 20__                                                      

                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
        as Trustee

                 By ______________________

Countersigned:                                                                  

By ___________________________                                                  
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
as Trustee                                                                

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EXHIBIT B 

[FORM OF SUBORDINATED CERTIFICATE]  

    [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR  
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY           
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER     
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT    
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED  
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR  
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER      
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]                                    

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A  
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE     
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                                  

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN     
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.                  

 [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE        
WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION    
EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH   
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]                            

SO LONG AS THE SWAP CONTRACT IS IN EFFECT, NO TRANSFER OF THIS      
CERTIFICATE SHALL BE MADE UNLESS THE TRUSTEE SHALL HAVE RECEIVED A              
REPRESENTATION LETTER FROM THE TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT     
THAT EITHER (I) SUCH TRANSFEREE IS NEITHER AN EMPLOYEE BENEFIT PLAN OR OTHER    
RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO SECTION 406 OF THE EMPLOYEE          
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, AND/OR SECTION 4975 OF THE  
CODE OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE SUCH PLAN'S OR               
ARRANGEMENT'S ASSETS BY REASON OF THEIR INVESTMENT IN THE ENTITY (A "PLAN")     
NOR A PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH  
PLAN TO EFFECT SUCH TRANSFER OR (II) THE ACQUISITION AND HOLDING OF THIS        
CERTIFICATE ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER PROHIBITED TRANSACTION      
CLASS EXEMPTION ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23   
OR THE SERVICE PROVIDER EXEMPTION PROVIDED UNDER SECTION 408(B)(17) OF ERISA    
AND SECTION 4975(D)(20) OF THE CODE. ANY PURPORTED TRANSFER OF THIS             
CERTIFICATE PRIOR TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST TO OR   
ON BEHALF OF A PLAN WITHOUT THE DELIVERY TO THE TRUSTEE OF A REPRESENTATION     
LETTER AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT. IF THIS CERTIFICATE   
IS A BOOK-ENTRY CERTIFICATE, THE TRANSFEREE WILL BE DEEMED TO HAVE MADE A       
REPRESENTATION AS PROVIDED IN CLAUSE (I) OR (II) OF THIS PARAGRAPH, AS          
APPLICABLE.                                                                     

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[NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED
UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT     
AND IS NOT INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT    
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS         
AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR, IF THE    
CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, DELIVERS  
A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED    
TO HEREIN, OR DELIVERS TO THE TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH  
THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING    
ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR   
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF    
THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS          
DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.]                                

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Certificate No.                   :                                             

Cut-off  Date                     :                                             

First Distribution Date           :                                             

Initial Certificate Balance of                                                  
this Certificate ("Denomination") :          $                                  

Initial Certificate Balances of                                                 
all Certificates of this Class    :          $                                  

CUSIP                             :                                             

INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-_ 
Mortgage Pass-Through Certificates, Series 200_-_ 
Class [___] 

         evidencing a percentage interest in the distributions
        allocable to the Certificates of the above-referenced Class with
 respect to a Trust Fund consisting primarily of a pool of
     conventional mortgage loans (the "Mortgage Loans") secured by
  first liens on one- to four-family residential properties.

IndyMac MBS, Inc., as Depositor 

Principal in respect of this Certificate is distributable monthly as set forth  
herein or in the Agreement (defined below). Accordingly, the Certificate        
Balance at any time may be less than the Certificate Balance as set forth       
herein. This Certificate does not evidence an obligation of, or an interest     
in, and is not guaranteed by the Depositor, the Seller, the Servicer or the     
Trustee referred to below or any of their respective affiliates. Neither this   
Certificate nor the Mortgage Loans are guaranteed or insured by any             
governmental agency or instrumentality.                                         

This certifies that ________________ is the registered owner of the Percentage  
Interest evidenced by this Certificate (obtained by dividing the denomination   
of this Certificate by the aggregate Initial Certificate Balances of the        
denominations of all Certificates of the Class to which this Certificate        
belongs) in certain monthly distributions with respect to a Trust Fund          
consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the  
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing    
Agreement dated as of the Cut-off Date specified above (the "Agreement") among  
the Depositor, IndyMac Bank, F.S.B., as seller (in such capacity, the           
"Seller"), and as servicer (in such capacity, the "Servicer"), and Deutsche     
Bank National Trust Company, as trustee (the "Trustee"). To the extent not      
defined herein, the capitalized terms used herein have the meanings assigned    
in the Agreement. This Certificate is issued under and is subject to the        
terms, provisions and conditions of the Agreement, to which Agreement the       
Holder of this Certificate by virtue of the acceptance hereof assents and by    
which such Holder is bound.                                                     

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[No transfer of a Certificate of this Class shall be made unless such transfer  
is made pursuant to an effective registration statement under the Securities    
Act and any applicable state securities laws or is exempt from the              
registration requirements under said Act and such laws. In the event that a     
transfer is to be made in reliance upon an exemption from the Securities Act    
and such laws, in order to assure compliance with the Securities Act and such   
laws, the Certificateholder desiring to effect such transfer and such           
Certificateholder's prospective transferee shall each certify to the Trustee    
in writing the facts surrounding the transfer. In the event that such a         
transfer is to be made within three years from the date of the initial          
issuance of Certificates pursuant hereto, there shall also be delivered         
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)  
to the Trustee an Opinion of Counsel that such transfer may be made pursuant    
to an exemption from the Securities Act and such state securities laws, which   
Opinion of Counsel shall not be obtained at the expense of the Trustee, the     
Seller, the Servicer or the Depositor. The Holder hereof desiring to effect     
such transfer shall, and does hereby agree to, indemnify the Trustee and the    
Depositor against any liability that may result if the transfer is not so       
exempt or is not made in accordance with such federal and state laws.]          

[No transfer of a Certificate of this Class shall be made unless the Trustee    
shall have received either (i) a representation [letter] from the transferee    
of such Certificate, acceptable to and in form and substance satisfactory to    
the Trustee, to the effect that such transferee is not an employee benefit      
plan or other benefit plan subject to Section 406 of ERISA or Section 4975 of   
the Code, or a person acting on behalf of or investing plan assets of any such  
plan, which representation letter shall not be an expense of the Trustee or     
the Servicer, (ii) if the Certificate has been the subject of an                
ERISA-Qualifying Underwriting, a representation that the transferee is an       
insurance company which is purchasing such Certificate with funds contained in  
an "insurance company general account" (as such term is defined in Section      
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that   
the purchase and holding of such Certificate are covered under Sections I and   
III of PTCE 95-60 or (iii) in the case of any such Certificate presented for    
registration in the name of an employee benefit plan subject to ERISA or        
Section 4975 of the Code (or comparable provisions of any subsequent            
enactments), or a trustee of any such plan or any other person acting on        
behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee and  
addressed to the Trustee and the Servicer to the effect that the purchase and   
holding of such Certificate will not result in a nonexempt prohibited           
transaction under ERISA or Section 4975 of the Code and will not subject the    
Trustee or the Servicer to any obligation in addition to those undertaken in    
the Agreement, which Opinion of Counsel shall not be an expense of the          
Trustee, the Servicer or the Trust Fund. Notwithstanding anything else to the   
contrary herein, any purported transfer of a Certificate of this Class to or    
on behalf of an employee benefit plan subject to ERISA or to Section 4975 of    
the Code without the opinion of counsel satisfactory to the Trustee as          
described above shall be void and of no effect.]                                

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

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Reference is hereby made to the further provisions of this Certificate set      
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

This Certificate shall not be entitled to any benefit under the Agreement or    
be valid for any purpose unless manually countersigned by an authorized         
signatory of the Trustee.                                                       

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  IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  ____________, 20__                                                      

                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
        as Trustee

                 By ______________________

Countersigned:                                                                  

By ___________________________                                                  
Authorized Signatory of                                                   
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                     
as Trustee                                                                

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EXHIBIT C 

[FORM OF CLASS A-R CERTIFICATE] 

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A  
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE    
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL      
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").                                  

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED 
UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN  
ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.             

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED 
UNLESS THE TRANSFEREE REPRESENTS TO THE TRUSTEE THAT SUCH TRANSFEREE IS NOT     
AND IS NOT INVESTING ON BEHALF OF OR WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT    
PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS         
AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, OR, IF SUCH   
PURCHASER IS AN INSURANCE COMPANY, DELIVERS A REPRESENTATION IN ACCORDANCE      
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN, OR DELIVERS TO THE     
TRUSTEE AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE          
AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY     
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN        
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT   
THE OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE  
VOID AND OF NO EFFECT.                                                          

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Certificate No.                   :                                             

Cut-off  Date                     :                                             

First Distribution Date           :                                             

Initial Certificate Balance of                                                  
this Certificate ("Denomination") :          $                                  

Initial Certificate Balances of                                                 
all Certificates of this Class    :          $                                  

CUSIP                             :                                             

INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-_ 
Mortgage Pass-Through Certificates, Series 200_-_ 

           evidencing the distributions allocable to the Class A-R
         Certificates with respect to a Trust Fund consisting primarily of
    a pool of conventional mortgage loans (the "Mortgage Loans")
 secured by first liens on one- to four-family residential
properties.                                             

IndyMac MBS, Inc., as Depositor 

Principal in respect of this Certificate is distributable monthly as set forth  
herein or in the Agreement (defined below). Accordingly, the Certificate        
Balance at any time may be less than the Certificate Balance as set forth       
herein. This Certificate does not evidence an obligation of, or an interest     
in, and is not guaranteed by the Depositor, the Seller, the Servicer or the     
Trustee referred to below or any of their respective affiliates. Neither this   
Certificate nor the Mortgage Loans are guaranteed or insured by any             
governmental agency or instrumentality.                                         

This certifies that ________________ is the registered owner of the Percentage  
Interest (obtained by dividing the denomination of this Certificate by the      
aggregate Initial Certificate Balances of the denominations of all              
Certificates of the Class to which this Certificate belongs) in certain         
monthly distributions with respect to a Trust Fund consisting of the Mortgage   
Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was      
created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off   
Date specified above (the "Agreement") among the Depositor, IndyMac Bank,       
F.S.B., as seller (in such capacity, the "Seller") and as servicer (in such     
capacity, the "Servicer"), and Deutsche Bank National Trust Company, as         
trustee (the "Trustee"). To the extent not defined herein, the capitalized      
terms used herein have the meanings assigned in the Agreement. This             
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

Any distribution of the proceeds of any remaining assets of the Trust Fund      
will be made only upon presentment and surrender of this Class A-R Certificate  
at the Corporate Trust Office.                                                  

No transfer of a Class A-R Certificate shall be made unless the Trustee shall   
have received either (i) a representation letter from the transferee of such    
Certificate, acceptable to and in form and substance                            

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satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan or other benefit plan subject to Section 406 of ERISA or  
Section 4975 of the Code, or a person investing on behalf of or with plan       
assets of any such plan, which representation letter shall not be an expense    
of the Trustee or the Servicer, (ii) a representation that the purchaser is an  
insurance company which is purchasing such Certificate with funds contained in  
an "insurance company general account" (as such term is defined in Section      
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that   
the purchase and holding of such Certificate are covered under Sections I and   
III of PTCE 95-60 or (iii) in the case of any such Certificate presented for    
registration in the name of an employee benefit plan subject to ERISA or        
Section 4975 of the Code (or comparable provisions of any subsequent            
enactments), or a trustee of any such plan or any other person acting on        
behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee and  
addressed to the Trustee and the Servicer to the effect that the purchase and   
holding of such Class A-R Certificate will not result in a nonexempt            
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code   
and will not subject the Trustee or the Servicer to any obligation in addition  
to those undertaken in the Agreement, which Opinion of Counsel shall not be an  
expense of the Trustee, the Servicer or the Trust Fund. Notwithstanding         
anything else to the contrary herein, any purported transfer of a Class A-R     
Certificate to or on behalf of an employee benefit plan subject to ERISA or to  
Section 4975 of the Code without the opinion of counsel satisfactory to the     
Trustee as described above shall be void and of no effect.                      

Each Holder of this Class A-R Certificate will be deemed to have agreed to be   
bound by the restrictions of the Agreement, including but not limited to the    
restrictions that (i) each person holding or acquiring any Ownership Interest   
in this Class A-R Certificate must be a Permitted Transferee, (ii) no           
Ownership Interest in this Class A-R Certificate may be transferred without     
delivery to the Trustee of (a) a transfer affidavit of the proposed transferee  
and (b) a transfer certificate of the transferor, each of such documents to be  
in the form described in the Agreement, (iii) each person holding or acquiring  
any Ownership Interest in this Class A-R Certificate must agree to require a    
transfer affidavit and to deliver a transfer certificate to the Trustee as      
required pursuant to the Agreement, (iv) each person holding or acquiring an    
Ownership Interest in this Class A-R Certificate must agree not to transfer an  
Ownership Interest in this Class A-R Certificate if it has actual knowledge     
that the proposed transferee is not a Permitted Transferee and (v) any          
attempted or purported transfer of any Ownership Interest in this Class A-R     
Certificate in violation of such restrictions will be absolutely null and void  
and will vest no rights in the purported transferee.                            

Reference is hereby made to the further provisions of this Certificate set      
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

This Certificate shall not be entitled to any benefit under the Agreement or    
be valid for any purpose unless manually countersigned by an authorized         
signatory of the Trustee.                                                       

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  IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  ____________, 20__                                                      

                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
        as Trustee

                 By ______________________

Countersigned:                                                                  

By ___________________________                                                  
Authorized Signatory of                                                         
DEUTSCHE BANK NATIONAL TRUST COMPANY,                                           
as Trustee                                                                      

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EXHIBIT D 

[FORM OF CLASS C CERTIFICATES]  

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE   
OF 1986, AS AMENDED (THE "CODE").                                               

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES    
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.                               

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT         
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED   
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                                 

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE        
EFFECT THAT SUCH TRANSFEREE IS NOT, AND IS NOT INVESTING ON BEHALF OF OR WITH   
PLAN ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT     
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN OR ARRANGEMENT     
SUBJECT TO SECTION 4975 OF THE CODE, OR, IF SUCH TRANSFEREE IS AN INSURANCE     
COMPANY, DELIVERS TO THE TRUSTEE A REPRESENTATION IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN, OR DELIVERS TO THE TRUSTEE AN   
OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED  
TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED  
TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR     
ARRANGEMENT SUBJECT TO ERISA OR TO SECTION 4975 OF THE CODE WITHOUT THE         
OPINION OF COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE      
VOID AND OF NO EFFECT.                                                          

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Certificate No.                     :                                           

Cut-off Date                        :                                           

First Distribution Date       :                                                 

Percentage Interest                                                             
of this Certificate                                                             
("Denomination")                    :                                           

CUSIP                               :                                           

ISIN                                :                                           

Interest Rate                       :                                           

Maturity Date                       :                                           

INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-_ 
Mortgage Pass-Through Certificates, Series 200_-_ 
Class C 

  evidencing a percentage interest in the distributions allocable to the
   Certificates of the above-referenced Class with respect to a Trust Fund
  consisting primarily of a pool of 30-year conventional adjustable-rate
   mortgage loans (the "Mortgage Loans") secured by first liens on one- to
four-family residential properties.                                 

IndyMac MBS, Inc., as Depositor 

  Distributions in respect of this Certificate are distributable monthly
as set forth herein or in the Agreement (defined below). This Certificate does  
not evidence an obligation of, or an interest in, and is not guaranteed by the  
Depositor, the Seller, the Servicer or the Trustee referred to below or any of  
their respective affiliates. Neither this Certificate nor the Mortgage Loans    
are guaranteed or insured by any governmental agency or instrumentality.        

    This certifies that _____________________ is the registered owner of the
Percentage Interest evidenced by this Certificate in certain monthly            
distributions with respect to a Trust Fund consisting primarily of the          
Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust      
Fund was created pursuant to a Pooling and Servicing Agreement dated as of the  
Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac     
Bank, F.S.B., as seller (in such capacity, the "Seller"), and as servicer (in   
such capacity, the "Servicer"), and Deutsche Bank National Trust Company, as    
trustee (the "Trustee"). To the extent not defined herein, the capitalized      
terms used herein have the meanings assigned in the Agreement. This             
Certificate is issued under and is subject to the terms, provisions and         
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

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No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the      
Securities Act and any applicable state securities laws or is exempt from the   
registration requirements under said Act and such laws. In the event that a     
transfer is to be made in reliance upon an exemption from the Securities Act    
and such laws, in order to assure compliance with the Securities Act and such   
laws, the Certificateholder desiring to effect such transfer and such           
Certificateholder's prospective transferee shall each certify to the Trustee    
in writing the facts surrounding the transfer. In the event that such a         
transfer is to be made within three years from the date of the initial          
issuance of Certificates pursuant hereto, there shall also be delivered         
(except in the case of a transfer pursuant to Rule 144A of the Securities Act)  
to the Trustee an Opinion of Counsel that such transfer may be made pursuant    
to an exemption from the Securities Act and such state securities laws, which   
Opinion of Counsel shall not be obtained at the expense of the Trustee, the     
Seller, the Servicer or the Depositor. The Holder hereof desiring to effect     
such transfer shall, and does hereby agree to, indemnify the Trustee and the    
Depositor against any liability that may result if the transfer is not so       
exempt or is not made in accordance with such federal and state laws.           

No transfer of a Certificate of this Class shall be made unless the 
Trustee shall have received either (i) a representation letter from the         
transferee of such Certificate, acceptable to and in form and substance         
satisfactory to the Trustee, to the effect that such transferee is not an       
employee benefit plan or other arrangement subject to Section 406 of ERISA or   
Section 4975 of the Code, or a person acting on behalf of or investing plan     
assets of any such plan or arrangement, which representation letter shall not   
be an expense of the Trustee or the Servicer, (ii) a representation that the    
transferee is purchasing such Certificates with funds contained in an           
"insurance company general account" (as such term is defined in Section V(e)    
of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the    
purchase and holding of such Certificates are covered under Sections I and III  
of PTCE 95-60 or (iii) in the case of any Certificate of this Class presented   
for registration in the name of an employee benefit plan or arrangement         
subject to ERISA or Section 4975 of the Code (or comparable provisions of any   
subsequent enactments), or a trustee of any such plan or arrangement or any     
other person acting on behalf of any such plan or arrangement, an Opinion of    
Counsel satisfactory to the Trustee and addressed to the Trustee and the        
Servicer to the effect that the purchase and holding of such Certificate will   
not result in a non-exempt prohibited transaction under ERISA or the Code and   
will not subject the Trustee or the Servicer to any obligation in addition to   
those undertaken in the Agreement, which Opinion of Counsel shall not be an     
expense of the Trustee, the Servicer or the Trust Fund. Notwithstanding         
anything else to the contrary herein, any purported transfer of a Certificate   
of this Class to or on behalf of an employee benefit plan or arrangement        
subject to ERISA or to Section 4975 of the Code without the Opinion of Counsel  
satisfactory to the Trustee as described above shall be void and of no effect.  

  Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all         
purposes have the same effect as if set forth at this place.                    

This Certificate shall not be entitled to any benefit under the     
Agreement or be valid for any purpose unless manually countersigned by an       
authorized signatory of the Trustee.                                            

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  IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:                                                                          

                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
        as Trustee

                       By ______________________

Countersigned:                                                                  

By ___________________________                                                  
Authorized Signatory of                                             
DEUTSCHE BANK NATIONAL TRUST                                        
COMPANY, as Trustee                                                 

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EXHIBIT E 

[Form of Reverse of Certificates] 

INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-_ 
Mortgage Pass-Through Certificates, Series 200_-_ 

This Certificate is one of a duly authorized issue of Certificates  
designated as IndyMac MBS, Inc. Mortgage Pass-Through Certificates, of the      
Series specified on the face hereof (herein collectively called the             
"Certificates"), and representing a beneficial ownership interest in the Trust  
Fund created by the Agreement.                                                  

The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account    
for payment hereunder and that the Trustee is not liable to the                 
Certificateholders for any amount payable under this Certificate or the         
Agreement or, except as expressly provided in the Agreement, subject to any     
liability under the Agreement.                                                  

This Certificate does not purport to summarize the Agreement and    
reference is made to the Agreement for the interests, rights and limitations    
of rights, benefits, obligations and duties evidenced thereby, and the rights,  
duties and immunities of the Trustee.                                           

  Pursuant to the terms of the Agreement, a distribution will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the      
Business Day immediately following (the "Distribution Date"), commencing on     
the first Distribution Date specified on the face hereof, to the Person in      
whose name this Certificate is registered at the close of business on the       
applicable Record Date in an amount equal to the product of the Percentage      
Interest evidenced by this Certificate and the amount required to be            
distributed to Holders of Certificates of the Class to which this Certificate   
belongs on such Distribution Date pursuant to the Agreement. The Record Date    
applicable to each Distribution Date is the last Business Day of the month      
next preceding the month of such Distribution Date.                             

Distributions on this Certificate shall be made by wire transfer of 
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days       
prior to the Record Date and such Certificateholder shall satisfy the           
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final              
distribution on each Certificate will be made in like manner, but only upon     
presentment and surrender of such Certificate at the Corporate Trust Office or  
such other location specified in the notice to Certificateholders of such       
final distribution.                                                             

The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the     
Trustee and the rights of the Certificateholders under the Agreement at any     
time by the Depositor, the Servicer and the Trustee with the consent of the     
Holders of Certificates affected by such amendment evidencing the requisite     
Percentage Interest, as provided in the Agreement. Any such consent by the      
Holder of this Certificate shall be conclusive and binding on such Holder and   
upon all future Holders of this Certificate and of any Certificate issued upon  
the transfer hereof or in exchange therefor or in lieu hereof whether or not    
notation of such consent is made upon this Certificate. The Agreement also      
permits the amendment thereof, in certain limited circumstances, without the    
consent of the Holders of any of the Certificates.                              

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   As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate   
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the Corporate Trust Office, accompanied by a written instrument of  
transfer in form satisfactory to the Trustee and the Certificate Registrar      
duly executed by the holder hereof or such holder's attorney duly authorized    
in writing, and thereupon one or more new Certificates of the same Class in     
authorized denominations and evidencing the same aggregate Percentage Interest  
in the Trust Fund will be issued to the designated transferee or transferees.   

 The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the         
Agreement and subject to certain limitations therein set forth, Certificates    
are exchangeable for new Certificates of the same Class in authorized           
denominations and evidencing the same aggregate Percentage Interest, as         
requested by the Holder surrendering the same.                                  

   No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

    The Depositor, the Servicer, the Seller and the Trustee and any agent of
the Depositor or the Trustee may treat the Person in whose name this            
Certificate is registered as the owner hereof for all purposes, and neither     
the Depositor, the Trustee, nor any such agent shall be affected by any notice  
to the contrary.                                                                

    On any Distribution Date on which the aggregate Stated Principal Balance
of the Mortgage Loans is less than ten percent (10%) of the Cut-off Date Pool   
Principal Balance, the Servicer will have the option to repurchase, in whole,   
from the Trust Fund all remaining Mortgage Loans and all property acquired in   
respect of the Mortgage Loans at a purchase price determined as provided in     
the Agreement. In the event that no such optional termination occurs, the       
obligations and responsibilities created by the Agreement will terminate upon   
the later of the maturity or other liquidation (or any advance with respect     
thereto) of the last Mortgage Loan remaining in the Trust Fund or the           
disposition of all property in respect thereof and the distribution to          
Certificateholders of all amounts required to be distributed pursuant to the    
Agreement. In no event, however, will the trust created by the Agreement        
continue beyond the expiration of 21 years from the death of the last survivor  
of the descendants living at the date of the Agreement of a certain person      
named in the Agreement.                                                         

Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed           
inconsistent with that meaning.                                                 

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ASSIGNMENT  
----------  

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and   
transfer(s) unto _____________________________________________________________  
______________________________________________________________________________  
___________________________________________________________________             
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to          
assignee on the Certificate Register of the Trust Fund.                         

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such            
Certificate to the following address:                                           

______________________________________________________________________________  

Dated:                                                                          

                                ____________________________________________
                         Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in        
immediately available funds to _______________________________________________  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number                         , or, if mailed by check, to________     
______________________________________________________________________________  
_____________________________________________________________________________.  
Applicable statements should be mailed to ____________________________________  
______________________________________________________________________________  
______________________________________________________________________________  

   This information is provided by ________________________________________,
the assignee named above, or ________________________________________________,  

as its agent.                                                       

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STATE OF CALIFORNIA                )                                            
: ss.:    
COUNTY OF _____________            )                                            

 On the __th day of _____________, 20___ before me, a notary public in
and for said State, personally appeared _______________________________, known  
to me who, being by me duly sworn, did depose and say that he executed the      
foregoing instrument.                                                           

                           ___________________________________
                 Notary Public

[Notarial Seal]                                                                 

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EXHIBIT F-1 

[FORM OF CLASS P CERTIFICATE] 

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR     
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE    
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE   
OF 1986, AS AMENDED (THE "CODE").                                               

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT         
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED   
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                                 

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE A REPRESENTATION LETTER TO THE EFFECT THAT   
SUCH TRANSFEREE IS NOT AND IS NOT INVESTING ON BEHALF OF OR WITH PLAN ASSETS    
OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY  
ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN SUBJECT TO SECTION 4975 OF THE     
CODE, OR, IF THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING        
UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE         
AGREEMENT REFERRED TO HEREIN, OR DELIVERS AN OPINION OF COUNSEL IN ACCORDANCE   
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING        
ANYTHING ELSE TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS            
CERTIFICATE TO OR ON BEHALF OF AN EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO  
SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE     
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.                      

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Certificate No.                 :                                               

Cut-off Date                    :                                               

First Distribution Date         :                                               

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")                :   $                                           

Initial Certificate Balances                                                    
of all Certificates                                                             
of this Class                   :   $                                           

CUSIP                           :                                               

Interest Rate                   :                                               

Maturity Date                   :                                               

INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-__  
Mortgage Pass-Through Certificates, Series 200_-__  

Class P 

evidencing a percentage interest in the distributions allocable to the
 Certificates of the above-referenced Class with respect to a Trust Fund
consisting primarily of a pool of conventional mortgage loans (the    
"Mortgage Loans") secured by first liens on one- to four-family       
residential properties.                                               

Distributors in respect of this Certificate are distributable monthly as set    
forth herein. Accordingly, the Certificate Balance at any time may be less      
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Seller, the Servicer or the Trustee referred to below or any of  
their respective affiliates. Neither this Certificate nor the Mortgage Loans    
are guaranteed or insured by any governmental agency or instrumentality.        

This certifies that ________________ is the registered owner of the Percentage  
Interest evidenced by this Certificate (obtained by dividing the denomination   
of this Certificate by the aggregate of the denominations of all Certificates   
of the Class to which this Certificate belongs) in certain monthly              
distributions with respect to a Trust Fund consisting primarily of the          
Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust      
Fund was created pursuant to a Pooling and Servicing Agreement dated as of the  
Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac     
Bank, F.S.B., as seller and Servicer (the "Seller" or the "Servicer," as        
appropriate), and Deutsche Bank National Trust Company, as trustee (the         
"Trustee"). To the extent not defined herein, the capitalized terms used        
herein have the meanings assigned in the Agreement. This Certificate is issued  

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under and is subject to the terms, provisions and conditions of the Agreement,  
to which Agreement the Holder of this Certificate by virtue of the acceptance   
hereof assents and by which such Holder is bound.                               

The Certificates are limited in right of payment to certain collections and     
recoveries respecting the Mortgage Loans, all as more specifically set forth    
herein and in the Agreement. As provided in the Agreement, withdrawals from     
the Distribution Account may be made from time to time for purposes other than  
distributions to Certificateholders, such purposes including reimbursement of   
advances made, or certain expenses incurred, with respect to the Mortgage       
Loans.                                                                          

This Certificate does not have a Certificate Balance or Pass-Through Rate and   
will be entitled to distributions only to the extent set forth in the           
Agreement. In addition, any distribution of the proceeds of any remaining       
assets of the Trust will be made only upon presentment and surrender of this    
Certificate at the Corporate Trust Office or the office or agency maintained    
by the Trustee.                                                                 

No transfer of a Certificate of this Class shall be made unless such            
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a            
transferor certificate (in substantially the form attached to the Pooling and   
Servicing Agreement) and deliver either (i) an Investment Letter or the Rule    
144A Letter, in either case substantially in the form attached to the           
Agreement, or (ii) a written Opinion of Counsel to the Trustee that such        
transfer may be made pursuant to an exemption, describing the applicable        
exemption and the basis therefor, from the 1933 Act or is being made pursuant   
to the 1933 Act, which Opinion of Counsel shall be an expense of the            
transferor.                                                                     

No transfer of a Certificate of this Class shall be made unless the Trustee     
shall have received either (i) a representation letter from the transferee of   
such Certificate, acceptable to and in form and substance satisfactory to the   
Trustee, to the effect that such (x) transferee is not an employee benefit      
plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person   
acting on behalf of or investing plan assets of any such plan, which            
representation letter shall not be an expense of the Trustee or (y) if the      
Certificate has been the subject of an ERISA-Qualifying Underwriting, a         
representation that the transferee is an insurance company that is purchasing   
such Certificate with funds contained in an "insurance company general          
account" (as such term is defined in Section V(e) of Prohibited Transaction     
Class Exemption 95-60 ("PTCE 95-60") and that the purchase and holding of such  
Certificate satisfy the requirements for exemptive relief under Sections I and  
III of PTCE 95-60 or (ii) in the case of a Certificate presented for            
registration in the name of an employee benefit plan subject to ERISA, or a     
plan or arrangement subject to Section 4975 of the Code (or comparable          
provisions of any subsequent enactments), or a trustee of any such plan or any  
other person acting on behalf of any such plan or arrangement or using such     
plan's or arrangement's assets, an Opinion of Counsel satisfactory to the       
Trustee, which Opinion of Counsel shall not be an expense of the Trustee, the   
Servicer or the Trust Fund, addressed to the Trustee and the Servicer, to the   
effect that the purchase and holding of such Certificate will not result in a   
nonexempt prohibited transaction under ERISA or Section 4975 of the Code and    
will not subject the Trustee or the Servicer to any obligation in addition to   
those expressly undertaken in this Agreement or to any liability.               

Reference is hereby made to the further provisions of this Certificate set      
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

This Certificate shall not be entitled to any benefit under the Agreement or    
be valid for any purpose unless manually countersigned by an authorized         
signatory of the Trustee.                                                       

*          *          * 

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  IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  _______, ____                                                           

                          DEUTSCHE BANK NATIONAL TRUST
      COMPANY,
        as Trustee

                                     By ____________________________________

Countersigned:                                                                  

By ___________________________                                                  
Authorized Signatory of                                             
DEUTSCHE BANK NATIONAL TRUST                                        
COMPANY, as Trustee                                                 

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INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-__  
Mortgage Pass-Through Certificates  

This Certificate is one of a duly authorized issue of Certificates designated   
as IndyMac MBS, Inc. Mortgage Pass-Through Certificates, of the Series          
specified on the face hereof (herein collectively called the "Certificates"),   
and representing a beneficial ownership interest in the Trust Fund created by   
the Agreement.                                                                  

The Certificateholder, by its acceptance of this Certificate, agrees that it    
will look solely to the funds on deposit in the Distribution Account for        
payment hereunder and that the Trustee is not liable to the Certificateholders  
for any amount payable under this Certificate or the Agreement or, except as    
expressly provided in the Agreement, subject to any liability under the         
Agreement.                                                                      

This Certificate does not purport to summarize the Agreement and reference is   
made to the Agreement for the interests, rights and limitations of rights,      
benefits, obligations and duties evidenced thereby, and the rights, duties and  
immunities of the Trustee.                                                      

Pursuant to the terms of the Agreement, a distribution will be made on the      
25th day of each month or, if such 25th day is not a Business Day, the          
Business Day immediately following (the "Distribution Date"), commencing on     
the first Distribution Date specified on the face hereof, to the Person in      
whose name this Certificate is registered at the close of business on the       
applicable Record Date in an amount equal to the product of the Percentage      
Interest evidenced by this Certificate and the amount required to be            
distributed to Holders of Certificates of the Class to which this Certificate   
belongs on such Distribution Date pursuant to the Agreement. The Record Date    
applicable to each Distribution Date is the last Business Day of the month      
next preceding the month of such Distribution Date.                             

Distributions on this Certificate shall be made by wire transfer of             
immediately available funds to the account of the Holder hereof at a bank or    
other entity having appropriate facilities therefor, if such Certificateholder  
shall have so notified the Trustee in writing at least five Business Days       
prior to the related Record Date and such Certificateholder shall satisfy the   
conditions to receive such form of payment set forth in the Agreement, or, if   
not, by check mailed by first class mail to the address of such                 
Certificateholder appearing in the Certificate Register. The final              
distribution on each Certificate will be made in like manner, but only upon     
presentment and surrender of such Certificate at the Corporate Trust Office or  
such other location specified in the notice to Certificateholders of such       
final distribution.                                                             

The Agreement permits, with certain exceptions therein provided, the amendment  
thereof and the modification of the rights and obligations of the Trustee and   
the rights of the Certificateholders under the Agreement at any time by the     
Depositor, the Servicer and the Trustee with the consent of the Holders of      
Certificates affected by such amendment evidencing the requisite Percentage     
Interest, as provided in the Agreement. Any such consent by the Holder of this  
Certificate shall be conclusive and binding on such Holder and upon all future  
Holders of this Certificate and of any Certificate issued upon the transfer     
hereof or in exchange therefor or in lieu hereof whether or not notation of     
such consent is made upon this Certificate. The Agreement also permits the      
amendment thereof, in certain limited circumstances, without the consent of     
the Holders of any of the Certificates.                                         

As provided in the Agreement and subject to certain limitations therein set     
forth, the transfer of this Certificate is registrable in the Certificate       
Register of the Trustee upon surrender of this Certificate for registration of  
transfer at the Corporate Trust Office, accompanied by a written instrument of  
transfer in form satisfactory to the Trustee and the Certificate Registrar      
duly executed by the holder hereof or such holder's attorney duly authorized    
in writing, and thereupon one or more new Certificates of the same              

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Class in authorized denominations and evidencing the same aggregate Percentage  
Interest in the Trust Fund will be issued to the designated transferee or       
transferees.                                                                    

The Certificates are issuable only as registered Certificates without coupons   
in denominations specified in the Agreement. As provided in the Agreement and   
subject to certain limitations therein set forth, Certificates are              
exchangeable for new Certificates of the same Class in authorized               
denominations and evidencing the same aggregate Percentage Interest, as         
requested by the Holder surrendering the same.                                  

No service charge will be made for any such registration of transfer or         
exchange, but the Trustee may require payment of a sum sufficient to cover any  
tax or other governmental charge payable in connection therewith.               

The Depositor, the Servicer, the Seller and the Trustee and any agent of the    
Depositor or the Trustee may treat the Person in whose name this Certificate    
is registered as the owner hereof for all purposes, and neither the Depositor,  
the Trustee, nor any such agent shall be affected by any notice to the          
contrary.                                                                       

On any Distribution Date on which the aggregate Stated Principal Balance of     
the Mortgage Loans is less than ten percent (10%) of the Cut-off Date Pool      
Principal Balance, the Servicer will have the option to repurchase, in whole,   
from the Trust Fund all remaining Mortgage Loans and all property acquired in   
respect of the Mortgage Loans at a purchase price determined as provided in     
the Agreement. In the event that no such optional termination occurs, the       
obligations and responsibilities created by the Agreement will terminate upon   
the later of the maturity or other liquidation (or any advance with respect     
thereto) of the last Mortgage Loan remaining in the Trust Fund or the           
disposition of all property in respect thereof and the distribution to          
Certificateholders of all amounts required to be distributed pursuant to the    
Agreement. In no event, however, will the trust created by the Agreement        
continue beyond the expiration of 21 years from the death of the last survivor  
of the descendants living at the date of the Agreement of a certain person      
named in the Agreement.                                                         

Any term used herein that is defined in the Agreement shall have the meaning    
assigned in the Agreement, and nothing herein shall be deemed inconsistent      
with that meaning.                                                              

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ASSIGNMENT  
----------  

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and   
transfer(s) unto _____________________________________________________________  
______________________________________________________________________________  
______________________________________________________________________________  
(Please print or typewrite name and address including postal zip code of        
assignee)                                                                       

the Percentage Interest evidenced by the within Certificate and hereby          
authorizes the transfer of registration of such Percentage Interest to          
assignee on the Certificate Register of the Trust Fund.                         

I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such            
Certificate to the following address:                                           

_____________________________________________________________________________.  

Dated:                                                                          

                                ____________________________________________
                         Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS 

 The assignee should include the following for purposes of distribution:

Distributions shall be made, by wire transfer or otherwise, in        
immediately available funds to _______________________________________________  
_____________________________________________________________________________,  
for the account of __________________________________________________________,  
account number                         , or, if mailed by check, to___________  
______________________________________________________________________________  
_____________________________________________________________________________.  
Applicable statements should be mailed to ____________________________________  
_____________________________________________________________________________,  
_____________________________________________________________________________.  

   This information is provided by ________________________________________,
the assignee named above, or ________________________________________________,  
as its agent.                                                                   

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STATE OF ___________________  )                                                 
)  ss.:             
COUNTY OF __________________  )                                                 

    On the __th day of ______________, 20___ before me, a notary
public in and for said State, personally appeared ________________, known to    
me who, being by me duly sworn, did depose and say that he executed the         
foregoing instrument.                                                           

                           ___________________________________
                             Notary Public

[Notarial Seal]                                                                 

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EXHIBIT F-2 

[FORM OF CLASS L CERTIFICATE] 

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS   
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT         
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED   
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE        
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.                                 

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE  
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE        
EFFECT THAT SUCH TRANSFEREE IS NOT, AND IS NOT INVESTING ON BEHALF OF OR WITH   
PLAN ASSETS OF, AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE EMPLOYEE RETIREMENT     
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A PLAN OR ARRANGEMENT     
SUBJECT TO SECTION 4975 OF THE CODE, OR IF THE TRANSFEREE IS AN INSURANCE       
COMPANY AND THE CERTIFICATES HAVE BEEN THE SUBJECT OF AN ERISA QUALIFYING       
UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE         
AGREEMENT REFERRED TO HEREIN OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE    
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE   
TO THE CONTRARY HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON     
BEHALF OF AN EMPLOYEE BENEFIT PLAN OR ARRANGEMENT SUBJECT TO ERISA OR TO        
SECTION 4975 OF THE CODE WITHOUT THE OPINION OF COUNSEL SATISFACTORY TO THE     
TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO EFFECT.                      

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Certificate No.                 :                                               

Cut-off Date                    :                                               

First Distribution Date         :                                               

Initial Certificate Balance                                                     
of this Certificate                                                             
("Denomination")                :                                               

Initial Certificate Balances                                                    
of all Certificates                                                             
of this Class                   :                                               

CUSIP                           :                                               

ISIN                            :                                               

Interest Rate                   :   Not Applicable                              

Maturity Date                   :   Not Applicable                              

INDYMAC MBS, INC. 
IndyMac INDX Mortgage Loan Trust 200_-__  
Mortgage Pass-Through Certificates  

Class L 

evidencing a percentage interest in the distributions allocable to the
 Certificates of the above-referenced Class with respect to a Trust Fund
consisting primarily of a pool of 30-year conventional mortgage loans 
(the "Mortgage Loans") secured by first liens on one- to four-family  
residential properties payable solely from Late Payment Fees.         

Distributions in respect of this Certificate are distributable monthly as set   
forth herein. Accordingly, the Certificate Balance at any time may be less      
than the Certificate Balance as set forth herein. This Certificate does not     
evidence an obligation of, or an interest in, and is not guaranteed by the      
Depositor, the Seller, the Servicer or the Trustee referred to below or any of  
their respective affiliates. Neither this Certificate nor the Mortgage Loans    
are guaranteed or insured by any governmental agency or instrumentality.        

This certifies that ________________ is the registered owner of the Percentage  
Interest evidenced by this Certificate (obtained by dividing the denomination   
of this Certificate by the aggregate of the denominations of all Certificates   
of the Class to which this Certificate belongs) in certain monthly              
distributions with respect to a Trust Fund consisting primarily of the          
Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust      
Fund was created pursuant to a Pooling and Servicing Agreement dated as of the  
Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac     
Bank, F.S.B., as seller and servicer (the "Seller" or the "Servicer", as        
appropriate), and                                                               

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Deutsche Bank National Trust Company, as trustee (the "Trustee") and            
supplemental interest trustee. To the extent not defined herein, the            
capitalized terms used herein have the meanings assigned in the Agreement.      
This Certificate is issued under and is subject to the terms, provisions and    
conditions of the Agreement, to which Agreement the Holder of this Certificate  
by virtue of the acceptance hereof assents and by which such Holder is bound.   

The Certificates are limited in right of payment to certain collections and     
recoveries respecting the Mortgage Loans, all as more specifically set forth    
herein and in the Agreement. As provided in the Agreement, withdrawals from     
the Collection Account and the Distribution Account may be made from time to    
time for purposes other than distributions to Certificateholders, such          
purposes including reimbursement of advances made, or certain expenses          
incurred, with respect to the Mortgage Loans.                                   

This Certificate does not have a Certificate Balance or Pass-Through Rate and   
will be entitled to distributions only to the extent set forth in the           
Agreement. In addition, any distribution of the proceeds of any remaining       
assets of the Trust will be made only upon presentment and surrender of this    
Certificate at the Corporate Trust Office or the office or agency maintained    
by the Trustee.                                                                 

No transfer of a Certificate of this Class shall be made unless such            
disposition is exempt from the registration requirements of the Securities Act  
of 1933, as amended (the "1933 Act"), and any applicable state securities laws  
or is made in accordance with the 1933 Act and such laws. In the event of any   
such transfer, the Trustee shall require the transferor to execute a            
transferor certificate (in substantially the form attached to the Pooling and   
Servicing Agreement) and deliver either (i) an Investment Letter or the Rule    
144A Letter, in either case substantially in the form attached to the           
Agreement, or (ii) a written Opinion of Counsel to the Trustee that such        
transfer may be made pursuant to an exemption, describing the applicable        
exemption and the basis therefor, from the 1933 Act or is being made pursuant   
to the 1933 Act, which Opinion of Counsel shall be an expense of the            
transferor.                                                                     

No transfer of a Certificate of this Class shall be made unless the Trustee     
shall have received either (i) a representation letter from the transferee of   
such Certificate, acceptable to and in form and substance satisfactory to the   
Trustee, to the effect that such transferee is not an employee benefit plan or  
arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a   
person investing on behalf of or with plan assets of any such plan, which       
representation letter shall not be an expense of the Trustee, or (ii) if the    
transferee is an insurance company and the Certificates have been the subject   
of an ERISA-Qualifying Underwriting, a representation that the purchaser is an  
insurance company which is purchasing such Certificates with funds contained    
in an "insurance company general account" (as such term is defined in Section   
V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that   
the purchase and holding of such Certificates are covered under Sections I and  
III of PTCE 95-60, or (iii) in the case of a Certificate presented for          
registration in the name of an employee benefit plan or arrangement subject to  
ERISA, or a plan or arrangement subject to Section 4975 of the Code (or         
comparable provisions of any subsequent enactments), or a trustee of any such   
plan or arrangement or any other person acting on behalf of any such plan or    
arrangement or using such plan's or arrangement's assets, an Opinion of         
Counsel satisfactory to the Trustee and addressed to the Trustee and the        
Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the  
Servicer or the Trust Fund, to the effect that the purchase and holding of      
such Certificate will not result in a non-exempt prohibited transaction under   
Section 406 of ERISA or Section 4975 of the Code and will not subject the       
Trustee or the Servicer to any obligation in addition to those expressly        
undertaken in this Agreement or to any liability. If no written representation  
or Opinion of Counsel as described above is delivered to the Trustee, the       
representation in (i) or (ii) above, as appropriate, shall be deemed to have    
been made to the Trustee by the Transferee's acceptance of this Certificate     
and by a beneficial owner's acceptance of its interest in such Certificate.     
Notwithstanding anything else to the contrary herein, any purported transfer    
of a Certificate of this Class to or on behalf of an employee benefit plan or   
arrangement subject to ERISA                                                    

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or to the Code without the Opinion of Counsel satisfactory to the Trustee as    
described above shall be void and of no effect.                                 

Reference is hereby made to the further provisions of this Certificate set      
forth on the reverse hereof, which further provisions shall for all purposes    
have the same effect as if set forth at this place.                             

This Certificate shall not be entitled to any benefit under the Agreement or    
be valid for any purpose unless manually countersigned by an authorized         
signatory of the Trustee.                                                       

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  IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.                                                                       

Dated:  _______, ____                                                           

                          DEUTSCHE BANK NATIONAL TRUST
      COMPANY,
        as Trustee

                                     By ____________________________________

Countersigned:                                                                  

By ___________________________                                                  
Authorized Signatory of                                             
DEUTSCHE BANK NATIONAL TRUST                                        
COMPANY, as Trustee                                                 

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EXHIBIT G-1 

FORM OF INITIAL CERTIFICATION OF TRUSTEE  

[date]  

[Depositor]                                                                     

[Servicer]                                                                      

[Seller]                                                                        

_____________________                                                           
_____________________                                                           

         Re:   Pooling and Servicing Agreement among IndyMac MBS, Inc., as
            Depositor, IndyMac Bank, F.S.B., as Seller and Servicer,
         and Deutsche Bank National Trust Company, as Trustee,
     Mortgage Pass-Through Certificates, Series 200  -
                ------------------------------------------------------------

Gentlemen:                                                                      

In accordance with Section 2.02 of the above-captioned Pooling and  
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned,   
as Trustee, hereby certifies that, as to each Mortgage Loan listed in the       
Mortgage Loan Schedule (other than any Mortgage Loan listed in the attached     
schedule), it has received:                                                     

 (i) the original Mortgage Note, endorsed as provided in the following
form: "Pay to the order of ________, without recourse"; and                     

   (ii) an executed assignment of the Mortgage (which may be included in a
blanket assignment or assignments); provided, however, that it has received no  
assignment with respect to any Mortgage for which the Mortgaged Property is     
located in the Commonwealth of Puerto Rico.                                     

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

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

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

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                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
        as Trustee

                                  By:_______________________________________
         Name:
          Title:

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EXHIBIT G-2 

[RESERVED]  

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EXHIBIT G-3 

FORM OF DELAY DELIVERY CERTIFICATION  

[date]  

[Depositor]                                                                     

[Servicer]                                                                      

[Seller]                                                                        

_____________________                                                           
_____________________                                                           

         Re:   Pooling and Servicing Agreement among IndyMac MBS, Inc., as
            Depositor, IndyMac Bank, F.S.B., as Seller and Servicer,
         and Deutsche Bank National Trust Company, as Trustee,
     Mortgage Pass-Through Certificates, Series 200  -
                ------------------------------------------------------------

Gentlemen:                                                                      

 Reference is made to the Initial Certification of Trustee relating to
the above-referenced series, with the schedule of exceptions attached thereto   
(the "Schedule A"), delivered by the undersigned, as Trustee, on the Closing    
Date in accordance with Section 2.02 of the above-captioned Pooling and         
Servicing Agreement (the "Pooling and Servicing Agreement"). The undersigned    
hereby certifies that, as to each Mortgage Loan that is a Delay Delivery        
Mortgage Loan listed on Schedule A attached hereto (other than any Mortgage     
Loan paid in full or listed on Schedule B attached hereto) it has received:     

(i)   the original Mortgage Note, endorsed by the Seller or the     
 originator of such Mortgage Loan, without recourse in the
     following form:  "Pay to the order of _______________ without
         recourse", with all intervening endorsements that show a complete
      chain of endorsement from the originator to the Seller, or, if
     the original Mortgage Note has been lost or destroyed and not
  replaced, an original lost note affidavit from the Seller,
      stating that the original Mortgage Note was lost or destroyed,
together with a copy of the Mortgage Note;              

(ii)  the original recorded Mortgage;                               

   (iii) an executed assignment of the Mortgage to "Deutsche Bank National
 Trust Company, as trustee under the Pooling and Servicing
         Agreement dated as of April 1, 2007, without recourse" (each such
        assignment, when duly and validly completed, to be in recordable
       form and sufficient to effect the assignment of and transfer to
         the assignee thereof, under the Mortgage to which such assignment
relates);                                               

 (iv)  the original recorded assignment or assignments of the Mortgage
        together with all interim recorded assignments of such Mortgage;

  (v)   the original or copies of each assumption, modification, written
     assurance or substitution agreement, if any, with evidence of
     recording thereon if recordation thereof is permissible under
applicable law; and                                     

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  (vi)  the original or duplicate original lender's title policy and all
    riders, if any, thereto or, in the event such original title
    policy has not been received from the insurer, any one of an
         original title binder, an original preliminary title report or an
     original title commitment, or a copy thereof certified by the
        title company, with the original policy of title insurance to be
delivered within one year of the Closing Date.          

In the event that in connection with any Mortgage Loan for which the
Seller cannot deliver the original recorded Mortgage or all interim recorded    
assignments of the Mortgage satisfying the requirements of clause (ii), (iii)   
or (iv), as applicable, the Trustee has received, in lieu thereof, a true and   
complete copy of such Mortgage and/or such assignment or assignments of the     
Mortgage, as applicable, each certified by the Seller, the applicable title     
company, escrow agent or attorney, or the originator of such Mortgage Loan, as  
the case may be, to be a true and complete copy of the original Mortgage or     
assignment of Mortgage submitted for recording.                                 

Based on its review and examination and only as to the foregoing    
documents, (i) such documents appear regular on their face and related to such  
Mortgage Loan, and (ii) the information set forth in items (i), (iv), (vi) and  
(xv) (solely as of origination, not as of the Cut-off Date) of the definition   
of the "Mortgage Loan Schedule" in Section 1.01 of the Pooling and Servicing    
Agreement accurately reflects information set forth in the Mortgage File.       

The Trustee has made no independent examination of any documents    
contained in each Mortgage File beyond the review specifically required in the  
above-referenced Pooling and Servicing Agreement. The Trustee makes no          
representations as to: (i) the validity, legality, sufficiency, enforceability  
or genuineness of any of the documents contained in each Mortgage File of any   
of the Mortgage Loans identified on the [Mortgage Loan Schedule][Loan Number    
and Borrower Identification Mortgage Loan Schedule] or (ii) the                 
collectability, insurability, effectiveness or suitability of any such          
Mortgage Loan.                                                                  

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

                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
        as Trustee

                                  By:_______________________________________
         Name:
          Title:

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EXHIBIT G-4 

[RESERVED]  

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EXHIBIT H-1 

FORM OF FINAL CERTIFICATION OF TRUSTEE  

[date]  

[Depositor]                                                                     

[Servicer]                                                                      

[Seller]                                                                        

_____________________                                                           
_____________________                                                           

         Re:   Pooling and Servicing Agreement among IndyMac MBS, Inc., as
            Depositor, IndyMac Bank, F.S.B., as Seller and Servicer,
         and Deutsche Bank National Trust Company, as Trustee,
     Mortgage Pass-Through Certificates, Series 200  -
     -------------------------------------------------

Gentlemen:                                                                      

In accordance with Section 2.02 of the above-captioned Pooling and  
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned,   
as Trustee, hereby certifies that as to each Mortgage Loan listed in the        
Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on  
the attached Document Exception Report) it has received:                        

    (i) The original Mortgage Note, endorsed in the form provided in Section
2.01(c) of the Pooling and Servicing Agreement, with all intervening            
endorsements showing a complete chain of endorsement from the originator to     
the Seller.                                                                     

(ii) The original recorded Mortgage.                                

(iii) An executed assignment of the Mortgage in the form provided in
Section 2.01(c) of the Pooling and Servicing Agreement; provided, however,      
that it has received no assignment with respect to any Mortgage for which the   
Mortgaged Property is located in the Commonwealth of Puerto Rico, or, if the    
Depositor has certified or the Trustee otherwise knows that the Mortgage has    
not been returned from the applicable recording office, a copy of the           
assignment of the Mortgage (excluding information to be provided by the         
recording office).                                                              

(iv) The original or duplicate original recorded assignment or      
assignments of the Mortgage showing a complete chain of assignment from the     
originator to the Seller.                                                       

(v) The original or duplicate original lender's title policy and all
riders thereto or, any one of an original title binder, an original             
preliminary title report or an original title commitment, or a copy thereof     
certified by the title company.                                                 

Based on its review and examination and only as to the foregoing    
documents, (a) such documents appear regular on their face and related to such  
Mortgage Loan, and (b) the information set forth in items (i), (ii), (iii),     
(iv), (vi) and (xi) of the definition of the "Mortgage Loan Schedule" in        
Section 1.01 of the Pooling and Servicing Agreement accurately reflects         
information set forth in the Mortgage File.                                     

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

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

                             DEUTSCHE BANK NATIONAL TRUST COMPANY,
        as Trustee

                                  By:_______________________________________
         Name:
          Title:

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EXHIBIT H-2 

[RESERVED]  

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EXHIBIT I 

TRANSFER AFFIDAVIT  

IndyMac MBS, Inc. 
Mortgage Pass-Through Certificates  
Series 200_-_ 

STATE OF CALIFORNIA                )                                            
: ss.:    
COUNTY OF _____________            )                                            

 The undersigned, being first duly sworn, deposes and says as follows:

 1. The undersigned is an officer of ___________________, the proposed
Transferee of an Ownership Interest in a Class A-R Certificate (the             
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the     
"Agreement"), relating to the above-referenced Series, by and among IndyMac     
MBS, Inc., as depositor (the "Depositor"), IndyMac Bank, F.S.B., as seller and  
Servicer and Deutsche Bank National Trust Company, as Trustee. Capitalized      
terms used, but not defined herein or in Exhibit 1 hereto, shall have the       
meanings ascribed to such terms in the Agreement. The Transferee has            
authorized the undersigned to make this affidavit on behalf of the Transferee.  

    2. The Transferee is, as of the date hereof, and will be, as of the date
of the Transfer, a Permitted Transferee. The Transferee is acquiring its        
Ownership Interest in the Certificate for its own account.                      

 3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not         
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if  
such Transfer is through an agent (which includes a broker, nominee or          
middleman) for a Person that is not a Permitted Transferee, on the agent; and   
(iii) the Person otherwise liable for the tax shall be relieved of liability    
for the tax if the subsequent Transferee furnished to such Person an affidavit  
that such subsequent Transferee is a Permitted Transferee and, at the time of   
Transfer, such Person does not have actual knowledge that the affidavit is      
false.                                                                          

  4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time    
during the taxable year of the pass-through entity a Person that is not a       
Permitted Transferee is the record holder of an interest in such entity. The    
Transferee understands that such tax will not be imposed for any period with    
respect to which the record holder furnishes to the pass-through entity an      
affidavit that such record holder is a Permitted Transferee and the             
pass-through entity does not have actual knowledge that such affidavit is       
false. (For this purpose, a "pass-through entity" includes a regulated          
investment company, a real estate investment trust or common trust fund, a      
partnership, trust or estate, and certain cooperatives and, except as may be    
provided in Treasury Regulations, persons holding interests in pass-through     
entities as a nominee for another Person.)                                      

   5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)   
and understands the legal consequences of the acquisition of an Ownership       
Interest in the Certificate including, without limitation, the restrictions on  
subsequent Transfers and the provisions regarding voiding the Transfer and      
mandatory sales. The Transferee expressly agrees to be bound by and to abide    
by the provisions of Section 5.02(c) of the Agreement and the restrictions      
noted on the face of the Certificate. The Transferee understands and            

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agrees that any breach of any of the representations included herein shall      
render the Transfer to the Transferee contemplated hereby null and void.        

    6. The Transferee agrees to require a Transfer Affidavit from any Person
to whom the Transferee attempts to Transfer its Ownership Interest in the       
Certificate, and in connection with any Transfer by a Person for whom the       
Transferee is acting as nominee, trustee or agent, and the Transferee will not  
Transfer its Ownership Interest or cause any Ownership Interest to be           
Transferred to any Person that the Transferee knows is not a Permitted          
Transferee. In connection with any such Transfer by the Transferee, the         
Transferee agrees to deliver to the Trustee a certificate substantially in the  
form set forth as Exhibit J to the Agreement (a "Transferor Certificate") to    
the effect that such Transferee has no actual knowledge that the Person to      
which the Transfer is to be made is not a Permitted Transferee.                 

  7. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the        
Certificate.                                                                    

      8. The Transferee's taxpayer identification number is ___________________.

 9. The Transferee has provided to the Trustee a correct, complete and
duly executed tax certification form (i.e., U.S. Internal Revenue Service Form  
W-9, W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor form     
thereto), together with appropriate attachments) as a condition to such         
transfer and agrees to update such tax certification form (i) upon expiration   
of any such tax certification form, (ii) as required under then applicable      
U.S. Treasury regulations and (iii) promptly upon learning that any tax         
certification form previously provided has become obsolete or incorrect         

10. The Transferee is a U.S. Person as defined in Code Section      
7701(a)(30).                                                                    

  11. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations          
promulgated pursuant to the Code and that the transferor of a noneconomic       
residual interest will remain liable for any taxes due with respect to the      
income on such residual interest, unless no significant purpose of the          
transfer was to impede the assessment or collection of tax.                     

12. The Transferee is not a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of a U.S.          
taxpayer.                                                                       

13. The Transferee will not transfer the Certificates, directly or  
indirectly, to a foreign permanent establishment or fixed base (within the      
meaning of an applicable income tax treaty) of the Transferee or another U.S.   
taxpayer.                                                                       

14. The Transferee will not cause income from the Certificates to be
attributable to a foreign permanent establishment or fixed base (within the     
meaning of an applicable income tax treaty) of the Transferee or another U.S.   
taxpayer.                                                                       

15. Either:                                                         

        (a) (i) At the time of the transfer, and at the close of each of
    the Transferee's two fiscal years preceding the Transferee's fiscal year
of transfer, the Transferee's gross assets for financial reporting  
   purposes exceed $100 million and its net assets for financial reporting
    purposes exceed $10 million. For purposes of the preceding sentence, the
gross assets and net assets of a Transferee do not include any      
  obligation of any Related Person, as defined below, or any other asset
 if a principal purpose for holding or acquiring the other asset is to
permit the Transferee to                                            

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  satisfy the conditions of this paragraph 15(a); (ii) The Transferee is
 an Eligible Corporation, as defined below, and hereby agrees that any
subsequent transfer of the interest will be to another Eligible     
Corporation in a transaction that satisfies this Transfer Affidavit,
  including this paragraph 15(a); and (iii) The Transferee has not given
    the Transferor any reason to know that the Transferee will not honor the
 restrictions on subsequent transfers of the residual interest or that
the Transferee cannot or will not pay any taxes associated with the 
residual interest; or                                               

         (b)(i) The Transferee is a United States Person; (ii) The present
value of the anticipated tax liabilities associated with holding the
  residual interest does not exceed the sum of: (A) The present value of
  any consideration given to the Transferee to acquire the interest; (B)
   The present value of the expected future distributions on the interest;
    and (C) The present value of the anticipated tax savings associated with
holding the interest as any REMIC generates losses; and (iii) For   
purposes of calculating the aforementioned present values: (A) The  
  transferee has assumed that it pays tax at a rate equal to the highest
 rate of tax specified in Code Section 11(b)(1) (unless the Transferee
    has been subject to the alternative minimum tax under Code Section 55 in
the preceding two years and will compute its taxable income in the  
 current taxable year using the alternative minimum tax rate, in which
    case the Transferee can assume that it pays tax at the rate specified in
    Code Section 55(b)(1)(B) provided the Transferee states in this Transfer
    Affidavit that it is using such alternate rate and that has been subject
 to the alternative minimum tax under Code Section 55 in the preceding
two years and will compute its taxable income in the current taxable
    year using the alternative minimum tax rate):and (B) The Transferee uses
a discount rate equal to the Federal short-term rate prescribed by  
    section 1274(d) for the month of the transfer and the compounding period
used by the Transferee.                                             

The term "Eligible Corporation" means any domestic C corporation (as
defined in section 1361(a)(2) of the Code) other than a corporation which is    
exempt from, or is not subject to, tax under section 11 of the Code, an entity  
described in section 851(a) or 856(a) of the Code, a REMIC; or an organization  
to which part I, subchapter T, chapter 1, subtitle A of the Code applies. The   
Term "Related Person" means any person that bears a relationship to the         
Transferee enumerated in section 267(b) or 707(b)(1) of the Code, using "20     
percent" instead of "50 percent" where it appears under the provisions; or is   
under common control (within the meaning of section 52(a) and (b) of the Code)  
with the Transferee.                                                            

 16. Either (i) the Transferee is not an employee benefit plan that is
subject to ERISA or a plan that is subject to Section 4975 of the Code, and     
the Transferee is not acting on behalf of or with plan assets of such a plan;   
or (ii) the Transferee is an insurance company that is investing funds          
contained in an "insurance company general account" (as such term is defined    
in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")  
and the purchase and holding of the Class A-R Certificate satisfy the           
requirements for exemptive relief under Sections I and III of PTCE 95-60.       

*          *          * 

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IN WITNESS WHEREOF, the Transferee has caused this instrument to be 
executed on its behalf, pursuant to authority of its Board of Directors, by     
its duly authorized officer and its corporate seal to be hereunto affixed,      
duly attested, this ____  day of _________________, 20_.                        

                                     _______________________________________
                      Print Name of Transferee

                                     By:____________________________________
         Name:
          Title:

[Corporate Seal]                                                                

ATTEST:                                                                         

[Assistant] Secretary                                                           

    Personally appeared before me the above-named ______, known or proved to
me to be the same person who executed the foregoing instrument and to be the    
__________ of the Transferee, and acknowledged that he executed the same as     
his free act and deed and the free act and deed of the Transferee.              

Subscribed and sworn before me this ____  day of ________, 20_.     

                                   _______________________________
                 NOTARY PUBLIC

                                      My Commission expires the ____ day
                            of _______________, 20_.

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                                                                   EXHIBIT 1
                                                                to EXHIBIT I

Certain Definitions 
------------------- 

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

    "Permitted Transferee": Any Person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of     
any of the foregoing, (ii) a foreign government, International Organization or  
any agency or instrumentality of either of the foregoing, (iii) an              
organization (except certain farmers' cooperatives described in Code Section    
521) that is exempt from tax imposed by Chapter 1 of the Code (including the    
tax imposed by Code Section 511 on unrelated business taxable income) on any    
excess inclusions (as defined in Code Section 860E(c)(1)) with respect to any   
Restricted Certificate, (iv) a rural electric and telephone cooperatives        
described in Code Section 1381(a)(2)(c), (v) an "electing large partnership"    
as defined in Code Section 775 of (vi) a Person that is not a U.S. Person, and  
(vii) any other Person so designated by the Depositor based upon an Opinion of  
Counsel that the Transfer of an Ownership Interest in a Residual Certificate    
to such Person may cause any REMIC to fail to qualify as a REMIC at any time    
that certain Certificates are Outstanding. The terms "United States," "State"   
and "International Organization" shall have the meanings set forth in Code      
Section 7701 or successor provisions. A corporation will not be treated as an   
instrumentality of the United States or of any State or political subdivision   
thereof if all of its activities are subject to tax, and, with the exception    
of the FHLMC, a majority of its board of directors is not selected by such      
governmental unit.                                                              

"Person": Any individual, corporation, partnership, joint venture,  
limited liability company, bank, joint stock company, trust (including any      
beneficiary thereof), unincorporated organization or government or any agency   
or political subdivision thereof.                                               

"Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the    
Depositor.                                                                      

"Transferee":  Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.                                                      

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                                                                   EXHIBIT 2
                                                                to EXHIBIT I

Section 5.02(c) of the Agreement  
--                

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

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

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

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

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

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

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         under Section 860E(e) of the Code as a result of a Transfer of an
         Ownership Interest in a Residual Certificate to any Holder who is
not a Permitted Transferee.                             

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EXHIBIT J 

FORM OF TRANSFEROR CERTIFICATE  

                                                           __________, 200__

IndyMac MBS, Inc.                                                               
155 North Lake Avenue, 7th Floor                                                
Pasadena, CA  91101                                                             
Attention:  Secondary Marketing, Transaction Management                         

DB Services Tennessee                                                           
648 Grassmere Park Road                                                         
Nashville, TN 37211                                                             
Attention:  Transfer Unit, Series 200 -                                         

Re:   IndyMac MBS, Inc.                                 
           Mortgage Pass-Through Certificates, Series 200 -, Class
           -------------------------------------------------------

Ladies and Gentlemen:                                                           

       In connection with our disposition of the above Certificates we
certify that (a) we understand that the Certificates have not been registered   
under the Securities Act of 1933, as amended (the "Act"), and are being         
disposed by us in a transaction that is exempt from the registration            
requirements of the Act, (b) we have not offered or sold any Certificates to,   
or solicited offers to buy any Certificates from, any person, or otherwise      
approached or negotiated with any person with respect thereto, in a manner      
that would be deemed, or taken any other action which would result in, a        
violation of Section 5 of the Act and (c) to the extent we are disposing of a   
Class A-R Certificate, we have no knowledge the Transferee is not a Permitted   
Transferee.                                                                     

                     Very truly yours,

                                  ______________________________
                            Print Name of Transferor

                                    By:  ___________________________
                                  Authorized Officer

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EXHIBIT K 

FORM OF INVESTMENT LETTER (NON-RULE 144A) 

                                                           __________, 200__

IndyMac MBS, Inc.                                                               
155 North Lake Avenue, 7th Floor                                                
Pasadena, CA  91101                                                             
Attention:  Secondary Marketing, Transaction Management                         

DB Services Tennessee                                                           
648 Grassmere Park Road                                                         
Nashville, TN 37211                                                             
Attention:  Transfer Unit, Series 200 -                                         

Re:   IndyMac MBS, Inc.                                 
           Mortgage Pass-Through Certificates, Series 200 -, Class
           -------------------------------------------------------

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is        
exempt from the registration requirements of the Act and any such laws, (b) we  
are an "accredited investor," as defined in Regulation D under the Act, and     
have such knowledge and experience in financial and business matters that we    
are capable of evaluating the merits and risks of investments in the            
Certificates, (c) we have had the opportunity to ask questions of and receive   
answers from the Depositor concerning the purchase of the Certificates and all  
matters relating thereto or any additional information deemed necessary to our  
decision to purchase the Certificates, (d) either (i) we are not an employee    
benefit plan that is subject to the Employee Retirement Income Security Act of  
1974, as amended, or a plan or arrangement that is subject to Section 4975 of   
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of   
any such plan or arrangement or using the assets of any such plan or            
arrangement to effect such acquisition or (ii) if the Certificates have been    
the subject of an ERISA-Qualifying Underwriting, we are purchasing the          
Certificates with funds contained in an "insurance company general account"     
(as such term is defined in Section V(e) of Prohibited Transaction Class        
Exemption 95-60 ("PTCE 95-60")) and the purchase and holding of such            
Certificates are covered under Sections I and III of PTCE 95-60, (e) we are     
acquiring the Certificates for investment for our own account and not with a    
view to any distribution of such Certificates (but without prejudice to our     
right at all times to sell or otherwise dispose of the Certificates in          
accordance with clause (g) below), (f) we have not offered or sold any          
Certificates to, or solicited offers to buy any Certificates from, any person,  
or otherwise approached or negotiated with any person with respect thereto, or  
taken any other action which would result in a violation of Section 5 of the    
Act, (g) we will not sell, transfer or otherwise dispose of any Certificates    
unless (1) such sale, transfer or other disposition is made pursuant to an      
effective registration statement under the Act or is exempt from such           
registration requirements, and if requested, we will at our expense provide an  
opinion of counsel satisfactory to the addressees of this Certificate that      
such sale, transfer or other disposition may be made pursuant to an exemption   
from the Act, (2) the purchaser or transferee of such Certificate has executed  
and delivered to you a certificate to substantially the same effect as this     
certificate, and (3) the purchaser or transferee has otherwise complied with    
any conditions for transfer set forth in the Pooling and                        

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Servicing Agreement and (h) if we are a corporation purchasing the              
Certificates in the State of California, we have a net worth of at least        
$14,000,000 according to our most recent audited financial statements.          

                     Very truly yours,

                                  ______________________________
                            Print Name of Transferee

                                    By:  ___________________________
                                  Authorized Officer

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EXHIBIT L 

FORM OF RULE 144A LETTER  

                                                         ____________, 200__

IndyMac MBS, Inc.                                                               
155 North Lake Avenue, 7th Floor                                                
Pasadena, CA  91101                                                             
Attention:  Secondary Marketing, Transaction Management                         

DB Services Tennessee                                                           
648 Grassmere Park Road                                                         
Nashville, TN 37211                                                             
Attention:  Transfer Unit, Series 200 -                                         

Re:   IndyMac MBS, Inc.                                 
           Mortgage Pass-Through Certificates, Series 200 -, Class
           -------------------------------------------------------

Ladies and Gentlemen:                                                           

       In connection with our acquisition of the above Certificates we
certify that (a) we understand that the Certificates are not being registered   
under the Securities Act of 1933, as amended (the "Act"), or any state          
securities laws and are being transferred to us in a transaction that is        
exempt from the registration requirements of the Act and any such laws, (b) we  
have such knowledge and experience in financial and business matters that we    
are capable of evaluating the merits and risks of investments in the            
Certificates, (c) we have had the opportunity to ask questions of and receive   
answers from the Depositor concerning the purchase of the Certificates and all  
matters relating thereto or any additional information deemed necessary to our  
decision to purchase the Certificates, (d) either (i) we are not an employee    
benefit plan that is subject to the Employee Retirement Income Security Act of  
1974, as amended, or a plan or arrangement that is subject to Section 4975 of   
the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of   
any such plan or arrangement or using the assets of any such plan or            
arrangement to effect such acquisition, or (ii) if the Certificates have been   
the subject of an ERISA-Qualifying Underwriting, we are purchasing the          
Certificates with funds contained in an "insurance company general account"     
(as defined in Section V(e) of Prohibited Transaction Class Exemption 95-60     
("PTCE 95-60")) and our purchase and holding of the Certificates satisfy the    
requirements for exemptive relief under Sections I and III of PTCE 95-60, (e)   
we have not, nor has anyone acting on our behalf offered, transferred,          
pledged, sold or otherwise disposed of the Certificates, any interest in the    
Certificates or any other similar security to, or solicited any offer to buy    
or accept a transfer, pledge or other disposition of the Certificates, any      
interest in the Certificates or any other similar security from, or otherwise   
approached or negotiated with respect to the Certificates, any interest in the  
Certificates or any other similar security with, any person in any manner, or   
made any general solicitation by means of general advertising or in any other   
manner, or taken any other action, that would constitute a distribution of the  
Certificates under the Act or that would render the disposition of the          
Certificates a violation of Section 5 of the Act or require registration        
pursuant thereto, nor will act, nor has authorized or will authorize any        
person to act, in such manner with respect to the Certificates, (f) we are a    
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Act ("Rule 144A") and have completed either of the forms of certification to    
that effect attached hereto as Annex 1 or Annex 2, (g) we are aware that the    
sale to us is being made in reliance on Rule 144A, (h) we are acquiring the     
Certificates for our own account or for resale pursuant to Rule 144A and        
further, understand that such Certificates                                      

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may be resold, pledged or transferred only (A) to a person reasonably believed  
to be a qualified institutional buyer that purchases for its own account or     
for the account of a qualified institutional buyer to whom notice is given      
that the resale, pledge or transfer is being made in reliance on Rule 144A, or  
(B) pursuant to another exemption from registration under the Act and (i) if    
we are a corporation purchasing the Certificates in the State of California,    
we have a net worth of at least $14,000,000 according to our most recent        
audited financial statements.                                                   

                     Very truly yours,

                            ________________________
                            Print Name of Transferee

                              By:_______________________
                                  Authorized Officer

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ANNEX 1 TO EXHIBIT L  

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  
--------------------------------------------------------  

[For Transferees Other Than Registered Investment Companies]  

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the      
Buyer.                                                                          

    2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned    
and/or invested on a discretionary basis $            (1) in securities (except 
for the excluded securities referred to below) as of the end of the Buyer's     
most recent fiscal year (such amount being calculated in accordance with Rule   
144A and (ii) the Buyer satisfies the criteria in the category marked below.    

                ___ Corporation, etc. The Buyer is a corporation (other than
     a bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or
     charitable organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended.              

         ___ Bank. The Buyer (a) is a national bank or banking
       institution organized under the laws of any State, territory or
        the District of Columbia, the business of which is substantially
         confined to banking and is supervised by the State or territorial
      banking commission or similar official or is a foreign bank or
      equivalent institution, and (b) has an audited net worth of at
        least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.         

             ___ Savings and Loan. The Buyer (a) is a savings and loan
     association, building and loan association, cooperative bank,
         homestead association or similar institution, which is supervised
       and examined by a State or Federal authority having supervision
   over any such institutions or is a foreign savings and loan
        association or equivalent institution and (b) has an audited net
          worth of at least $25,000,000 as demonstrated in its latest annual
 financial statements, a copy of which is attached hereto.

                ___ Broker-dealer. The Buyer is a dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934.   

            ___ Insurance Company. The Buyer is an insurance company
         whose primary and predominant business activity is the writing of
      insurance or the reinsuring of risks underwritten by insurance
      companies and which is subject to supervision by the insurance
          commissioner or a similar official or agency of a State, territory
or the District of Columbia.                            

------------------                                                              
(1) Buyer must own and/or invest on a discretionary basis at least              
$100,000,000 in securities unless Buyer is a dealer, and, in that case, 
Buyer must own and/or invest on a discretionary basis at least          
$10,000,000 in securities.                                              

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                ___ State or Local Plan. The Buyer is a plan established and
        maintained by a State, its political subdivisions, or any agency
          or instrumentality of the State or its political subdivisions, for
the benefit of its employees.                           

                ___ ERISA Plan. The Buyer is an employee benefit plan within
         the meaning of Title I of the Employee Retirement Income Security
Act of 1974.                                            

              ___ Investment Advisor. The Buyer is an investment advisor
registered under the Investment Advisors Act of 1940.   

           ___ Small Business Investment Company. Buyer is a small
       business investment company licensed by the U.S. Small Business
        Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.                                 

         ___ Business Development Company. Buyer is a business
   development company as defined in Section 202(a)(22) of the
Investment Advisors Act of 1940.                        

    3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that  
are part of an unsold allotment to or subscription by the Buyer, if the Buyer   
is a dealer, (iii) securities issued or guaranteed by the U.S. or any           
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,   
(v) loan participations, (vi) repurchase agreements, (vii) securities owned     
but subject to a repurchase agreement and (viii) currency, interest rate and    
commodity swaps.                                                                

         4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used     
the cost of such securities to the Buyer and did not include any of the         
securities referred to in the preceding paragraph, except (i) where the Buyer   
reports its securities holdings in its financial statements on the basis of     
their market value, and (ii) no current information with respect to the cost    
of those securities has been published. If clause (ii) in the preceding         
sentence applies, the securities may be valued at market. Further, in           
determining such aggregate amount, the Buyer may have included securities       
owned by subsidiaries of the Buyer, but only if such subsidiaries are           
consolidated with the Buyer in its financial statements prepared in accordance  
with generally accepted accounting principles and if the investments of such    
subsidiaries are managed under the Buyer's direction. However, such securities  
were not included if the Buyer is a majority-owned, consolidated subsidiary of  
another enterprise and the Buyer is not itself a reporting company under the    
Securities Exchange Act of 1934, as amended.                                    

        5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties to the Certificates are     
relying and will continue to rely on the statements made herein because one or  
more sales to the Buyer may be in reliance on Rule 144A.                        

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      6. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of    
any changes in the information and conclusions herein. Until such notice is     
given, the Buyer's purchase of the Certificates will constitute a               
reaffirmation of this certification as of the date of such purchase. In         
addition, if the Buyer is a bank or savings and loan is provided above, the     
Buyer agrees that it will furnish to such parties updated annual financial      
statements promptly after they become available.                                

                                        ____________________________________
                       Print Name of Buyer

                                        By:_________________________________
                     Name:
                      Title:

                                        ____________________________________
         Date:

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ANNEX 2 TO EXHIBIT L  

QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A  
--------------------------------------------------------  

[For Transferees That are Registered Investment Companies]  

        The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates with respect to the Certificates described therein:       

      1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a   
"qualified institutional buyer" as that term is defined in Rule 144A under the  
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a     
Family of Investment Companies (as defined below), is such an officer of the    
Adviser.                                                                        

2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the     
Buyer is an investment company registered under the Investment Company Act of   
1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's      
Family of Investment Companies, owned at least $100,000,000 in securities       
(other than the excluded securities referred to below) as of the end of the     
Buyer's most recent fiscal year. For purposes of determining the amount of      
securities owned by the Buyer or the Buyer's Family of Investment Companies,    
the cost of such securities was used, except (i) where the Buyer or the         
Buyer's Family of Investment Companies reports its securities holdings in its   
financial statements on the basis of their market value, and (ii) no current    
information with respect to the cost of those securities has been published.    
If clause (ii) in the preceding sentence applies, the securities may be valued  
at market.                                                                      

              ___ The Buyer owned $        in securities (other than the
   excluded securities referred to below) as of the end of the
        Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).                             

             ___ The Buyer is part of a Family of Investment Companies
        which owned in the aggregate $         in securities (other than
       the excluded securities referred to below) as of the end of the
        Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).                             

         3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the   
same investment adviser or investment advisers that are affiliated (by virtue   
of being majority owned subsidiaries of the same parent or because one          
investment adviser is a majority owned subsidiary of the other).                

    4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the     
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed    
by the U.S. or any instrumentality thereof, (iii) bank deposit notes and        
certificates of deposit, (iv) loan participations, (v) repurchase agreements,   
(vi) securities owned but subject to a repurchase agreement and (vii)           
currency, interest rate and commodity swaps.                                    

        5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this            
certification relates are relying and will continue to rely on the statements   
made herein because one or more sales to the Buyer will be in reliance on Rule  
144A. In addition, the Buyer will only purchase for the Buyer's own account.    

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          6. Until the date of purchase of the Certificates, the undersigned
will notify the parties listed in the Rule 144A Transferee Certificate to       
which this certification relates of any changes in the information and          
conclusions herein. Until such notice is given, the Buyer's purchase of the     
Certificates will constitute a reaffirmation of this certification by the       
undersigned as of the date of such purchase.                                    

                                        ____________________________________
                       Print Name of Buyer

                                        By:_________________________________
                     Name:
                      Title:

                                        ____________________________________
         Date:

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EXHIBIT M 

REQUEST FOR RELEASE 
(for Trustee) 

IndyMac MBS, Inc. 
Mortgage Pass-Through Certificates  
Series 200_-_ 

Loan Information                                                                
----------------                                                                

Name of Mortgagor:                                          

Servicer                                                    
Loan No.:                 ____________________________      

Trustee                                                                         
-------                                                                         

Name:                     ____________________________      

Address:                  ____________________________      

                    ____________________________

Trustee                                                                         
Mortgage File No.:                                                              

  The undersigned Servicer hereby acknowledges that it has received from
Deutsche Bank National Trust Company, as Trustee for the Holders of Mortgage    
Pass-Through Certificates, of the above-referenced Series, the documents        
referred to below (the "Documents"). All capitalized terms not otherwise        
defined in this Request for Release shall have the meanings given them in the   
Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")         
relating to the above-referenced Series among the Trustee, IndyMac Bank,        
F.S.B., as Seller and Servicer and IndyMac MBS, Inc., as Depositor.             

( )   Mortgage Note dated ___________, 20_, in the original principal sum of    
 $_________, made by _________________. payable to, or endorsed to the
order of, the Trustee.                                              

( )   Mortgage recorded on ________________ as instrument no.                   
 ____________________ in the County Recorder's Office of the County of
__________________, State of ______________ in book/reel/docket     
________________ of official records at page/image _______________. 

( )   Deed of Trust recorded on __________________ as instrument no.            
________________ in the County Recorder's Office of the County of   
_______________, State of ______________ in book/reel/docket        
______________ of official records at page/image _______________.   

( )   Assignment of Mortgage or Deed of Trust to the Trustee, recorded on       
    ________________ as instrument no. ____________ in the County Recorder's
Office of the County of _________, State of ________________ in     
book/reel/docket ______________ of official records at page/image   
______________.                                                     

( )   Other documents, including any amendments, assignments or other           
assumptions of the Mortgage Note or Mortgage.                       

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The undersigned Servicer hereby acknowledges and agrees as follows: 

            (1) The Servicer shall hold and retain possession of the
         Documents in trust for the benefit of the Trustee, solely for the
purposes provided in the Agreement.                     

            (2) The Servicer shall not cause or knowingly permit the
    Documents to become subject to, or encumbered by, any claim,
       liens, security interest, charges, writs of attachment or other
       impositions nor shall the Servicer assert or seek to assert any
     claims or rights of setoff to or against the Documents or any
proceeds thereof.                                       

         (3) The Servicer shall return each and every Document
       previously requested from the Mortgage File to the Trustee when
    the need therefor no longer exists, unless the Mortgage Loan
      relating to the Documents has been liquidated and the proceeds
        thereof have been remitted to the Certificate Account and except
as expressly provided in the Agreement.                 

             (4) The Documents and any proceeds thereof, including any
          proceeds of proceeds, coming into the possession or control of the
       Servicer shall at all times be earmarked for the account of the
  Trustee, and the Servicer shall keep the Documents and any
     proceeds separate and distinct from all other property in the
Servicer's possession, custody or control.              

            INDYMAC BANK, F.S.B.

              By:  _________________
         Name:
          Title:

Date:              , 20                                                         

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EXHIBIT N 

REQUEST FOR RELEASE OF DOCUMENTS  

To:   Deutsche Bank National Trust Company                                      

Attn: Mortgage Custody Services                                                 

Re:   The Pooling and Servicing Agreement dated April 1, 2007 among IndyMac     
Bank, F.S.B. as Servicer, Inc, IndyMac MBS, Inc. and Deutsche       
Bank National Trust Company, as Trustee                             
------------------------------------------------------------        

Ladies and Gentlemen:                                                           

   In connection with the administration of the Mortgage Loans held by you
as Trustee for IndyMac MBS, Inc., we request the release of the Mortgage Loan   
File for the Mortgage Loan(s) described below, for the reason indicated.        

FT Account #:     Pool #:                                           

Mortgagor's Name, Address and Zip Code:                                         
--------------------------------------                                          

Mortgage Loan Number:                                                           
---------------------                                                           

Reason for Requesting Documents (check one)                                     
-------------------------------                                                 

_______1.          Mortgage Loan paid in full (IndyMac hereby certifies that    
all amounts have been received.)          

_______2.          Mortgage Loan Liquidated (IndyMac hereby certifies that all  
              proceeds of foreclosure, insurance, or other liquidation
have been finally received.)              

_______3.          Mortgage Loan in Foreclosure.                                

_______4.          Other (explain): ____________________________________        

    If item 1 or 2 above is checked, and if all or part of the Mortgage File
was previously released to us, please release to us our previous receipt on     
file with you, as well as an additional documents in your possession relating   
to the above-specified Mortgage Loan. If item 3 or 4 is checked, upon return    
of all of the above documents to you as Trustee, please acknowledge your        
receipt by signing in the space indicated below, and returning this form.       

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INDYMAC BANK, F.S.B.                                                            
888 East Walnut Street                                                          
Pasadena, California  91101-7211                                                

By:________________________                                                     
Name:______________________                                                     
Title:____________________                                                      
Date:______________________                                                     

TRUSTEE CONSENT TO RELEASE AND                                                  
ACKNOWLEDGEMENT OF RECEIPT                                                      

By:________________________                                                     
Name:______________________                                                     
Title:____________________                                                      
Date:______________________                                                     

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EXHIBIT O-1 
----------- 

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

Re:   IndyMac MBS, Inc.                                 
          IndyMac INDX Mortgage Loan Trust 200 -  , Series 200 -
             ---------------------------------------------------------

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

      1. I have reviewed this report on Form 10-K and all reports on
Form 10-D required to be filed in respect of the period covered by this report  
on Form 10-K of IndyMac INDX Mortgage Loan Trust 200 - , Series 200 - (the      
"Exchange Act periodic reports");                                               

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

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

      4. Based on my knowledge and the servicer compliance statement
required in this report under Item 1123 of Regulation AB and except as          
disclosed in the Exchange Act periodic reports, the servicer has fulfilled its  
obligations under the servicing agreement in all material respects; and         

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

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

Date: __________________                                                        

                                       _____________________________________
             [Signature]
         [Title]

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EXHIBIT O-2 
----------- 

TRUSTEE'S OFFICER'S CERTIFICATE 

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

       Reference is hereby made to the Pooling and Servicing Agreement
dated as of April 1, 2007 (the "Pooling Agreement") by and among IndyMac Bank,  
F.S.B., as seller and servicer, IndyMac MBS, Inc., as depositor and Deutsche    
Bank National Trust Company, as trustee, pursuant to which was created the      
IndyMac INDX Mortgage Loan Trust 200 - , Series 200 - (the "Trust").            
Capitalized terms used herein but not defined shall have the meanings assigned  
to them in the Pooling Agreement.                                               

        1. I am an authorized officer of the Trustee and I have reviewed
this annual report on Form 10-K and all reports on Form 10-D required to be     
filed in respect of the period covered by this report on Form 10-K of IndyMac   
INDX Mortgage Loan Trust 200 - , Series 200 - (the "Exchange Act Periodic       
Reports");                                                                      

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

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

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

DATED as of _____________, 200____.                                             

                                        By:  _______________________________
         Name:
Title:  

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Exhibit P 
[On File with the Trustee]  

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EXHIBIT Q 

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

As to each item described below, the entity indicated as the Responsible Party  
shall be primarily responsible for reporting the information to the Trustee     
pursuant to Section 3.24(e). If the Trustee is indicated below as to any item,  
then the Trustee is primarily responsible for obtaining that information.       

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

                                                        [Enlarge/Download Table]


    Form          Item                                  Description                                Responsible Party     
    ----          ----                                  -----------                                -----------------     
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
10-D         Must be filed within 15 days of the distribution date for the mortgage-backed securities.                   
             =========================================================================================                   
             ------------------------------------------------------------------------------------------------------------
             1              Distribution and Pool Performance Information                                                
                            ---------------------------------------------------------------------------------------------
                            Item 1121(a) - Distribution and Pool Performance                                             
                            Information                                                                                  
                            ---------------------------------------------------------------------------------------------
                            (1) Any applicable record dates, accrual dates,                     4.03 statement           
                            determination dates for calculating distributions and                                        
                            actual distribution dates for the distribution period.                                       
                            ---------------------------------------------------------------------------------------------
                            (2) Cash flows received and the sources thereof for                 4.03 statement           
                            distributions, fees and expenses.                                                            
                            ---------------------------------------------------------------------------------------------
                            (3) Calculated amounts and distribution of the flow of              4.03 statement           
                            funds for the period itemized by type and priority of                                        
                            payment, including:                                                                          
                            ---------------------------------------------------------------------------------------------
                                  (i) Fees or expenses accrued and paid, with an                4.03 statement           
                            identification of the general purpose of such fees and                                       
                            the party receiving such fees or expenses.                                                   
                            ---------------------------------------------------------------------------------------------
                                  (ii) Payments accrued or paid with respect to                 4.03 statement           
                            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.                                                                     
                            ---------------------------------------------------------------------------------------------
                                  (iii) Principal, interest and other distributions             4.03 statement           
                            accrued and paid on the mortgage-backed securities by                                        
                            type and by class or series and any principal or                                             
                            interest shortfalls or carryovers.                                                           
                            ---------------------------------------------------------------------------------------------
                                  (iv) The amount of excess cash flow or excess                 4.03 statement           
                            spread and the disposition of excess cash flow.                                              
                            ---------------------------------------------------------------------------------------------
                            (4) Beginning and ending principal balances of the                  4.03 statement           
                            mortgage-backed securities.                                                                  
                            ---------------------------------------------------------------------------------------------
                            (5) Interest rates applicable to the pool assets and the            4.03 statement           
                            mortgage-backed securities, as applicable.                                                   
                            ---------------------------------------------------------------------------------------------
                            (6) Beginning and ending balances of transaction                    4.03 statement           
                            accounts, such as reserve accounts, and material account                                     
                            activity during the period.                                                                  
-------------------------------------------------------------------------------------------------------------------------

                                                           Q-1                                                           

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-------------------------------------------------------------------------------------------------------------------------
                            (7) Any amounts drawn on any credit enhancement or other            4.03 statement           
                            support identified in Item 1114 of Regulation AB, as                                         
                            applicable, and the amount of coverage remaining under                                       
                            any such enhancement, if known and applicable.                                               
                            ---------------------------------------------------------------------------------------------
                            (8) Number and amount of pool assets at the beginning               4.03 statement           
                            and ending of each period, and updated pool composition                                      
                            information, such as weighted average coupon, weighted              Updated pool             
                            average life, weighted average remaining term, pool                 composition information  
                            factors and prepayment amounts.                                     fields to be as          
                                                                                                specified by Depositor   
                                                                                                from time to time        
                            ---------------------------------------------------------------------------------------------
                            (9) Delinquency and loss information for the period.                4.03 statement.          

                            In addition, describe any material changes to the                                            
                            information specified in Item 1100(b)(5) of Regulation              Form 10-D report:        
                            AB regarding the pool assets.                                       Servicer                 
                            ---------------------------------------------------------------------------------------------
                            (10) Information on the amount, terms and general                   4.03 statement           
                            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.                                              
                            ---------------------------------------------------------------------------------------------
                            (11) Any material modifications, extensions or waivers              Form 10-D report:        
                            to pool asset terms, fees, penalties or payments during             Servicer                 
                            the distribution period or that have cumulatively become                                     
                            material over time.                                                                          
                            ---------------------------------------------------------------------------------------------
                            (12) Material breaches of pool asset representations or             Form 10-D report:        
                            warranties or transaction covenants.                                Trustee (based on        
                                                                                                actual knowledge to the  
                                                                                                extent not notified by   
                                                                                                the Servicer or the      
                                                                                                Depositor)and Depositor  
                                                                                                (to the extent of        
                                                                                                actual knowledge)        
                            ---------------------------------------------------------------------------------------------
                            (13) Information on ratio, coverage or other tests used             4.03 statement           
                            for determining any early amortization, liquidation or                                       
                            other performance trigger and whether the trigger was                                        
                            met.                                                                                         
                            ---------------------------------------------------------------------------------------------
                            (14) Information regarding any new issuance of                      Form 10-D report:        
                            mortgage-backed securities backed by the same asset                 Depositor                
                            pool,                                                                                        

                            [information regarding] any pool asset changes (other               Form 10-D report:        
                            than in connection with a pool asset converting into                Servicer                 
                            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                                                                           
-------------------------------------------------------------------------------------------------------------------------

                                                           Q-2                                                           

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                            applicable), and cash flows available for future purchases,                                  
                            such as the balances of any pre-funding or revolving accounts,                               
                            if applicable.                                                                               

                            Disclose any material changes in the solicitation,                                           
                            credit-granting, underwriting, origination, acquisition                                      
                            or pool selection criteria or procedures, as applicable,            Form 10-D report:        
                            used to originate, acquire or select the new pool assets.           Servicer                 
                            ---------------------------------------------------------------------------------------------
                            Item 1121(b) - Pre-Funding or Revolving Period                      N/A                      
                            Information                                                                                  

                            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                

                            Trustee                                                             Trustee                  

                            Issuing entity                                                      Depositor                

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

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

                            Custodian                                                           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            Depositor                
                            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.                                                                         
             ------------------------------------------------------------------------------------------------------------
             4              Defaults Upon Senior Securities                                                              
                            ---------------------------------------------------------------------------------------------
                            Information from Item 3 of Part II of Form 10-Q:                                             

-------------------------------------------------------------------------------------------------------------------------

                                                           Q-3                                                           

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                            Report the occurrence of any Event of Default (after                                         
                            expiration of any grace period and provision of any                 Trustee                  
                            required notice)                                                                             
             ------------------------------------------------------------------------------------------------------------
             5              Submission of Matters to a Vote of Security Holders                                          
                            ---------------------------------------------------------------------------------------------
                            Information from Item 4 of Part II of Form 10-Q                     Party submitting the     
                                                                                                matter to Holders for    
                                                                                                vote                     
             ------------------------------------------------------------------------------------------------------------
             6              Significant Obligors of Pool Assets                                                          
                            ---------------------------------------------------------------------------------------------
                            Item 1112(b) - Significant Obligor Financial Information*           N/A                      
                            ---------------------------------------------------------------------------------------------
                            *This information need only be reported on the Form 10-D                                     
                            for the distribution period in which updated information                                     
                            is required pursuant to the Item.                                                            
             ------------------------------------------------------------------------------------------------------------
             7              Significant Enhancement Provider Information                                                 
                            ---------------------------------------------------------------------------------------------
                            Item 1114(b)(2) - Credit Enhancement Provider Financial             Depositor                
                            Information*                                                                                 

                            Determining applicable disclosure threshold                                                  

                            Obtaining required financial information or effecting                                        
                            incorporation by reference                                                                   
                            ---------------------------------------------------------------------------------------------
                            Item 1115(b) - Derivative Counterparty Financial                    Depositor                
                            Information*                                                                                 

                            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.                                                           
             ------------------------------------------------------------------------------------------------------------
             8              Other Information                                                                            
                            ---------------------------------------------------------------------------------------------
                            Disclose any information required to be reported on Form            The Responsible Party    
                            8-K during the period covered by the Form 10-D but not              for the applicable Form  
                            reported                                                            8-K item as indicated    
                                                                                                below                    
             ------------------------------------------------------------------------------------------------------------
             9              Exhibits                                                                                     
                            ---------------------------------------------------------------------------------------------
                            Distribution report                                                 Trustee                  
                            ---------------------------------------------------------------------------------------------
                            Exhibits required by Item 601 of Regulation S-K, such as            Depositor                
                            material agreements                                                                          
-------------------------------------------------------------------------------------------------------------------------
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                      Servicer; or any of the  
-------------------------------------------------------------------------------------------------------------------------

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                            amendment of any definitive agreement that is material              following that is a      
                            to the securitization, even if depositor is not a party.            party to the agreement   
                                                                                                if Servicer is not:      
                                                                                                Trustee, Sponsor,        
                            Examples: servicing agreement, custodial agreement.                 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                Servicer; or any of the  
                            definitive agreement that is material to the                        following that is a      
                            securitization (other than expiration in accordance with            party to the agreement   
                            its terms), even if depositor is not a party.                       if Servicer is not:      
                                                                                                Trustee, Sponsor,        
                            Examples: servicing agreement, custodial agreement.                 Depositor                

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

                            Sponsor (Seller), Depositor, Servicer, affiliated                                            
                            Servicer, other Servicer servicing 20% or more of pool                                       
                            assets at time of report, other material servicers,                                          
                            Trustee, significant obligor, credit enhancer (10% or                                        
                            more), derivatives counterparty                                                              
             ------------------------------------------------------------------------------------------------------------
             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              Servicer/Trustee (to     
                            other event, including event of default, that would                 the extent of actual     
                            materially alter the payment priority/distribution of               knowledge)               
                            cash flows/amortization schedule.                                                            

                            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              Trustee                  
                            documents defining the rights of Certificateholders,                                         
                            including the Pooling and Servicing Agreement                                                
             ------------------------------------------------------------------------------------------------------------
             5.03           Amendments to Articles of Incorporation or Bylaws;                                           
                            Change in Fiscal Year                                                                        
                            ---------------------------------------------------------------------------------------------
                            Disclosure is required of any amendment "to the                     Depositor                
                            governing documents of the issuing entity"                                                   
             ------------------------------------------------------------------------------------------------------------
             5.06           Change in Shell Company Status                                                               
-------------------------------------------------------------------------------------------------------------------------

                                                           Q-5                                                           

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                            [Not applicable to ABS issuers]                                     Depositor                
             ------------------------------------------------------------------------------------------------------------
             6.01           ABS Informational and Computational Material                                                 
                            ---------------------------------------------------------------------------------------------
                            [Not included in reports to be filed under Section 3.18]            Depositor                
             ------------------------------------------------------------------------------------------------------------
             6.02           Change of Servicer or Trustee                                                                
                            ---------------------------------------------------------------------------------------------
                            Requires disclosure of any removal, replacement,                    Trustee or Servicer      
                            substitution or addition of any servicer, affiliated                                         
                            servicer, other servicer servicing 10% or more of pool                                       
                            assets at time of report, other material servicers,                                          
                            certificate administrator or trustee.  Reg AB disclosure                                     
                            about any new servicer or trustee is also required.                                          
             ------------------------------------------------------------------------------------------------------------
             6.03           Change in Credit Enhancement or Other External Support                                       
                            ---------------------------------------------------------------------------------------------
                            Covers termination of any enhancement in manner other               Depositor or Trustee     
                            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.                                                                               
             ------------------------------------------------------------------------------------------------------------
             6.04           Failure to Make a Required Distribution                             Trustee                  
             ------------------------------------------------------------------------------------------------------------
             6.05           Securities Act Updating Disclosure                                                           
                            ---------------------------------------------------------------------------------------------
                            If any material pool characteristic differs by 5% or                Depositor                
                            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.                                                   
                            ---------------------------------------------------------------------------------------------
                            If there are any new servicers or originators required              Depositor                
                            to be disclosed under Regulation AB as a result of the                                       
                            foregoing, provide the information called for in Items                                       
                            1108 and 1110 respectively.                                                                  
             ------------------------------------------------------------------------------------------------------------
             7.01           Regulation FD Disclosure                                            Depositor                
             ------------------------------------------------------------------------------------------------------------
             8.01           Other Events                                                                                 
                            ---------------------------------------------------------------------------------------------
                            Any event, with respect to which information is not                 Depositor                
                            otherwise called for in Form 8-K, that the registrant                                        
                            deems of importance to security holders.                                                     
             ------------------------------------------------------------------------------------------------------------
             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            The Responsible Party    
                            8-K during the fourth quarter covered by the Form 10-K              for the applicable Form  
                            but not reported                                                    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                                                
-------------------------------------------------------------------------------------------------------------------------

                                                           Q-6                                                           

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                            Financial Information                                               Depositor                

                            Determining applicable disclosure threshold                                                  

                            Obtaining required financial information or effecting                                        
                            incorporation by reference                                                                   
                            ---------------------------------------------------------------------------------------------
                            Item 1115(b) - Derivative Counterparty Financial                    Depositor                
                            Information                                                                                  

                            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                

                            Trustee                                                             Trustee                  

                            Issuing entity                                                      Depositor                

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

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

                            ---------------------------------------------------------------------------------------------
                            Item 1119 - Affiliations and relationships between the                                       
                            following entities, or their respective affiliates, that                                     
                            are material to Certificateholders:                                                          

                            Sponsor (Seller)                                                                             
                                                                                                Seller                   
                            Depositor                                                                                    
                                                                                                Depositor                
                            Trustee                                                                                      
                                                                                                Trustee (only as to      
                            Servicer, affiliated Servicer, other Servicer servicing             affiliations between     
                            20% or more of pool assets at time of report, other                 the Trustee and such     
                            material servicers                                                  other parties listed)    

                            Originator                                                          Servicer                 

-------------------------------------------------------------------------------------------------------------------------

                                                           Q-7                                                           

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                            Credit Enhancer/Support Provider                                                             

                            Significant Obligor                                                 Depositor                

                                                                                                Depositor                

                                                                                                Servicer                 
                            ---------------------------------------------------------------------------------------------
                            Item 1122 - Assessment of Compliance with Servicing                 Each Party               
                            Criteria                                                            participating in the     
                                                                                                servicing function       
                            ---------------------------------------------------------------------------------------------
                            Item 1123 - Servicer Compliance Statement                           Servicer                 
-------------------------------------------------------------------------------------------------------------------------


                                         Q-8

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EXHIBIT R 

FORM OF PERFORMANCE CERTIFICATION 
(Trustee) 

      Re:   The Pooling and Servicing Agreement dated as of April 1,
              2007 (the "Pooling and Servicing Agreement") among IndyMac
            MBS, Inc., as Depositor, IndyMac Bank, F.S.B., as Seller
      and Servicer, and the undersigned, as Trustee (the
"Trustee")                                  

   I, ________________________________, the _______________________ of the
Trustee, certify to the Depositor and the Servicer, and their officers, with    
the knowledge and intent that they will rely upon this certification, that:     

 I have reviewed the report on assessment of the Trustee's
compliance with the servicing criteria set forth in Item 1122(d) of 
 Regulation AB (the "Servicing Criteria"), provided in accordance with
Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as   
amended (the "Exchange Act") and Item 1122 of Regulation AB (the    
"Servicing Assessment"), the registered public accounting firm's    
  attestation report provided in accordance with Rules 13a-18 and 15d-18
under the Exchange Act and Section 1122(b) of Regulation AB (the    
    "Attestation Report"), all reports on Form 10-D containing statements to
  certificateholders filed in respect of the period included in the year
covered by the annual report of the Trust Fund (collectively, the   
"Distribution Date Statements");                                    

      (a)  Assuming the accuracy and completeness of the information
             delivered to the Trustee by the Servicer as provided in the
               Pooling and Servicing Agreement and subject to paragraph (iv)
      below, to its knowledge the distribution information
             determined by the Trustee and set forth in the Distribution
              Date Statements contained in all Form 10-D's included in the
              year covered by the annual report of such Trust on Form 10-K
        for the calendar year 200[ ], is complete and does not
              contain any material misstatement of fact as of the last day
of the period covered by such annual report;  

        (b)  Based solely on the information delivered to the Trustee by
       the Servicer as provided in the Pooling and Servicing
            Agreement, the distribution information required under the
              Pooling and Servicing Agreement to be contained in the Trust
          Fund's Distribution Date Statements, is included in such
Distribution Date Statements;                 

(c)  The Trustee is not certifying as to the accuracy,  
         completeness or correctness of the information which it
             received from the Servicer and did not independently verify
             or confirm the accuracy, completeness or correctness of the
information provided by the Servicer;         

       (d)  I am responsible for reviewing the activities performed by
           the Trustee as a person "performing a servicing function"
            under the Pooling and Servicing Agreement, and based on my
            knowledge and the compliance review conducted in preparing
         the Servicing Assessment and except as disclosed in the
             Servicing Assessment or the Attestation Report, the Trustee
               has fulfilled its obligations under the Pooling and Servicing
Agreement; and                                

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        (e)  The Servicing Assessment and Attestation Report required to
          be provided by the Trustee and by Subcontractor, if any,
            pursuant to the Pooling and Servicing Agreement, have been
          provided to the Servicer and the Depositor. Any material
           instances of noncompliance described in such reports have
       been disclosed to the Servicer and the Depositor. Any
       material instance of noncompliance with the Servicing
Criteria has been disclosed in such reports.  

                       Date: _________________________

                             By:  ________________________________
         Name:
          Title:

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EXHIBIT S 

FORM OF SERVICING CRITERIA TO BE ADDRESSED IN 
ASSESSMENT OF COMPLIANCE STATEMENT  

Where there are multiple checks for criteria the attesting party will identify  
in their management assertion that they are attesting only to the portion of    
the distribution chain they are responsible for in the related transaction      
agreements.                                                                     

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-------------------------------------------------------------------------------------------------------------------------------
        Reg AB                                                                                                                 
      Reference                       Servicing Criteria                     Servicer            Trustee              Notes    
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    1122(d)(1)(i)         Policies and procedures are instituted to              X                  X                          
                          monitor any performance or other triggers                                                            
                          and events of default in accordance with                                                             
                          the transaction agreements.                                                                          
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(1)(ii)        If any material servicing activities are               X                  X                          
                          outsourced to third parties, policies and                                                            
                          procedures are instituted to monitor the                                                             
                          third party's performance and compliance                                                             
                          with such servicing activities.                                                                      
-------------------------------------------------------------------------------------------------------------------------------
   1122(d)(1)(iii)        Any requirements in the transaction                                                          NA      
                          agreements to maintain a back-up servicer                                                            
                          for the Pool Assets are maintained.                                                                  
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(1)(iv)        A fidelity bond and errors and omissions               X                                             
                          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.                                                                          
-------------------------------------------------------------------------------------------------------------------------------


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        Reg AB                                                                Primary                                          
      Reference                       Servicing Criteria                     Servicer            Trustee              Notes    
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    1122(d)(2)(i)         Payments on pool assets are deposited into             X                  X                          
                          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.                                                                          
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(2)(ii)        Disbursements made via wire transfer on                X                  X                          
                          behalf of an obligor or to an investor are                                                           
                          made only by authorized personnel.                                                                   
-------------------------------------------------------------------------------------------------------------------------------
   1122(d)(2)(iii)        Advances of funds or guarantees regarding              X                                             
                          collections, cash flows or distributions,                                                            
                          and any interest or other fees charged for                                                           
                          such advances, are made, reviewed and                                                                
                          approved as specified in the transaction                                                             
                          agreements.                                                                                          
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(2)(iv)        The related accounts for the transaction,              X                  X                          
                          such as cash reserve accounts or accounts                                                            
                          established as a form of over                                                                        
                          collateralization, are separately                                                                    
                          maintained (e.g., with respect to                                                                    
                          commingling of cash) as set forth in the                                                             
                          transaction agreements.                                                                              
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(2)(v)         Each custodial account is maintained at a              X                  X                          
                          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.                                                                             
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(2)(vi)        Unissued checks are safeguarded so as to               X                                             
                          prevent unauthorized access.                                                                         
-------------------------------------------------------------------------------------------------------------------------------
   1122(d)(2)(vii)        Reconciliations are prepared on a monthly              X                  X                          
                          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.                                                                              
-------------------------------------------------------------------------------------------------------------------------------


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        Reg AB                                                                                                                 
      Reference                       Servicing Criteria                      Servicer           Trustee              Notes    
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
    1122(d)(3)(i)         Reports to investors, including those to               X                  X                          
                          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.                                                                                            
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(3)(ii)        Amounts due to investors are allocated and             X                  X                          
                          remitted in accordance with timeframes,                                                              
                          distribution priority and other terms set                                                            
                          forth in the transaction agreements.                                                                 
-------------------------------------------------------------------------------------------------------------------------------
   1122(d)(3)(iii)        Disbursements made to an investor are                  X                  X                          
                          posted within two business days to the                                                               
                          Servicer's investor records, or such other                                                           
                          number of days specified in the                                                                      
                          transaction agreements.                                                                              
-------------------------------------------------------------------------------------------------------------------------------
    1122(d)(3)(iv)        Amounts remitted to investors per the                  X                  X                          
                          investor reports agree with cancelled                                                                
                          checks, or other form of payment, or                                                                 
                          custodial bank statements.                                                                           
-------------------------------------------------------------------------------------------------------------------------------


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EXHIBIT T 

[FORM OF] LIST OF ITEM 1119 PARTIES 

ASSET BACKED CERTIFICATES 
Series 200_-__  

[Date]  

Party                                                  Contact Information      
-----                                                  -------------------      

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EXHIBIT U 

[FORM OF] SARBANES-OXLEY CERTIFICATION  
(Replacement of Servicer) 

Re:   IndyMac INDX Mortgage Loan Trust 2007-FLX3                    

The undersigned Servicer hereby certifies to the Depositor and its  
officers, directors and Affiliates (collectively, the "Certification Parties")  
as follows, with the knowledge and intent that the Certification Parties will   
rely on this Certification in connection with the certification concerning the  
Trust Fund to be signed by an officer of the Depositor and submitted to the     
Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:  

1. I have reviewed the servicer compliance statement of the Servicer
provided in accordance with Item 1123 of Regulation AB (the "Compliance         
Statement"), the report on assessment of the Servicer's compliance with the     
servicing criteria set forth in Item 1122(d) of Regulation AB (the "Servicing   
Criteria"), provided in accordance with Rules 13a-18 and 15d-18 under           
Securities Exchange Act of 1934, as amended (the "Exchange Act") and Item 1122  
of Regulation AB (the "Servicing Assessment"), the registered public            
accounting firm's attestation report provided in accordance with Rules 13a-18   
and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the     
"Attestation Report"), and all servicing reports, officer's certificates and    
other information relating to the servicing of the Mortgage Loans by the        
Servicer during 200[ ] that were delivered by the Servicer to the Trustee       
pursuant to the Agreement (collectively, the "Servicing Information");          

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

  3. Based on my knowledge, all of the Servicing Information required to
be provided by the Servicer under the Agreement has been provided to the        
Depositor or the Trustee, as applicable;                                        

4. I am responsible for reviewing the activities performed by the   
Servicer as servicer under the Servicing Agreement (the "Pooling and Servicing  
Agreement") relating to the above-referenced Series, among IndyMac MBS, Inc.,   
as Depositor, IndyMac Bank, F.S.B., as Seller and Servicer, and Deutsche Bank   
National Trust Company, as Trustee and based on my knowledge and the            
compliance review conducted in preparing the Compliance Statement and except    
as disclosed in the Compliance Statement, the Pooling and Servicing Assessment  
or the Attestation Report, the Servicer has fulfilled its obligations under     
the Agreement in all material respects; and                                     

5. The Compliance Statement required to be delivered by the Servicer
pursuant to the Pooling and Servicing Agreement, and the Servicing Assessment   
and Attestation Report required to be provided by the Servicer and by any       
Reporting Subcontractor pursuant to the Agreement, have been provided to the    
Depositor. Any material instances of noncompliance described in such reports    
have been                                                                       

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EX-99.1
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disclosed to the Depositor.  Any material instance of noncompliance with the    
Servicing Criteria has been disclosed in such reports.                          

            [SERVICER]

                                     By:________________________________
       Name:
        Title:
                                  Date:  _________________________

U-2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/31/08		116					10-K
		3/1/08		117
Filed on:		5/16/07
For Period End:		4/27/07		17		35			8-K
		4/1/07		1		211
		1/7/05		37
		1/1/05		51
		11/6/04		132
		7/7/04		132
		1/1/04		51		132
		11/27/03		51		132
		11/26/03		132
		7/16/03		132
		6/24/03		132
		3/7/03		132
		3/6/03		133
		10/1/02		132		133
		8/20/96		45
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