Indymac MBS Inc – ‘S-3’ on 2/24/06

On:  Friday, 2/24/06, at 5:20pm ET   ·   Accession #:  905148-6-1500   ·   File #:  333-132042

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Registration Statement for Securities Offered        365   1.82M 
                          Pursuant to a Transaction                              
 2: EX-1.1      Underwriting Agreement                                29     66K 
 3: EX-1.2      Underwriting Agreement                                13     50K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders   207    665K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    51    195K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders    65    319K 
 7: EX-4.4      Instrument Defining the Rights of Security Holders   177    655K 
 8: EX-5.1      Opinion re: Legality                                   2     12K 

S-3   —   Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

S-3
1st Page of 365
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on February 24, 2006   
                                                       Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  

-----------------------   
REGISTRATION STATEMENT  
ON  
FORM S-3  
UNDER THE SECURITIES ACT OF 1933  
-----------------------   
INDYMAC MBS, INC. 
(Exact Name of Registrant as Specified in its Charter)  

Delaware                                    95-4791925      
(State or other Jurisdiction of          (I.R.S. Employer Identification Number)
Incorporation or Organization)                                                  

155 North Lake Avenue 
Pasadena, California 91101  
(800) 669-2300  
(Address, including zip code, and telephone number, including area code,  
of registrant's principal executive offices)  
-----------------------   
JOHN OLINSKI  
IndyMac MBS, Inc. 
155 North Lake Avenue 
Pasadena, California 91101  
(800) 669-2300  
(Name, address, including zip code, and telephone number, 
including area code, of agent for service)  
-----------------------   
With a copy to: 
EDWARD J. FINE, ESQ.  
SIDLEY AUSTIN LLP 
787 Seventh Avenue  
New York, New York 10019  
-----------------------   
Approximate date of commencement of proposed sale to the public: From 
time to time on or after the effective date of the registration statement, as   
determined by market conditions.                                                
-----------------------   
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the           
following box.[ ]                                                               

  If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933 other than securities offered only in connection with dividend or       
interest reinvestment plans, please check the following box. |X|                

 If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following    
box and list the Securities Act registration statement number of the earlier    
effective registration statement for the same offering.[ ]                      

  If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering.                                                          

  If this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon     
filing with the Commission pursuant to Rule 462(e) under the Securities Act,    
check the following box.                                                        

If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional         
securities or additional classes of securities pursuant to Rule 413(b) under    
the Securities Act, check the following box.                                    
-----------------------   

                                                        [Enlarge/Download Table]


                                               CALCULATION OF REGISTRATION FEE                                                 
===============================================================================================================================
                                                                    Proposed Maximum     Proposed Maximum                      
Title of Each Class of                             Amount to Be      Offering Price     Aggregate Offering       Amount of     
Securities to Be Registered                       Registered (1)      Per Unit (2)          Price (2)        Registration Fee  
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Mortgage Backed Securities...................       $1,000,000            100%             $1,000,000             $107.00      
===============================================================================================================================

(1)  This Registration Statement relates to the offering from time to time of   
$1,000,000 aggregate principal amount of Mortgage Backed Securities.  

(2)  Estimated for the purpose of calculating the registration fee.             

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus 
included in this Registration Statement is a combined prospectus and related    
to the Registration Statement No. 333-127556 as previously filed by the         
Registrant. That Registration Statement was declared effective on August 25,    
2005.                                                                           

  The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant      
shall file a further amendment which specifically states that this              
Registration Statement shall thereafter become effective in accordance with     
Section 8(a) of the Securities Act of 1933, or until the Registration           
Statement shall become effective on such date as the commission, acting         
pursuant to said Section 8(a), may determine.                                   
================================================================================

S-3
2nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 2nd
SUBJECT TO COMPLETION, DATED FEBRUARY [  ], 2006  
PROSPECTUS SUPPLEMENT                                                           
(To Prospectus dated    , 200[  ])                                              

$   
(Approximate) 
INDYMAC MBS, INC. 
Depositor 
[LOGO] IndyMac BankR  
[Sponsor, Seller and Servicer]  
[Residential Asset Securitization Trust][IndyMac INDX Mortgage Loan Trust]  
200[ ]-[A][AR][IP]  
Issuing Entity  
Distributions are payable on the [ ] day of each month, beginning , 200[ ]  

The issuing entity will issue certificates, including the following classes of  
certificates being offered pursuant to this prospectus supplement and the       
accompanying prospectus:                                                        

                                                        [Enlarge/Download Table]

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

               Initial Class                                     Initial Class                   
               Certificate      Pass-Through                       Certificate      Pass-Through 
                Balance(1)          Rate                             Balances           Rate     
-------------------------------------------------------------------------------------------------
                                                                                                 
Class A-1      $                         %         Class A-R     $                           %   
-------------------------------------------------------------------------------------------------
Class A-2      $                         %         Class B-1     $                           %   
-------------------------------------------------------------------------------------------------
Class A-3      $                         %         Class B-2     $                           %   
-------------------------------------------------------------------------------------------------
Class PO       $                     N/A(2)        Class B-3     $                           %   
-------------------------------------------------------------------------------------------------
Class A-X      Notional(3)       Variable(4)                                                     
-------------------------------------------------------------------------------------------------

----------                                                                      
(1) This amount is approximate and is subject to a permitted variance in the    
aggregate of plus or minus [5][10]%.                                    
(2) The Class PO Certificates are principal only certificates and will not      
bear interest.                                                          
(3) The Class A-X Certificates are interest only, notional amount certificates  
whose notional amount as of the closing date is expected to be          
approximately $[ ].                                                     
(4) The pass-through rate for the Class A-X Certificates is calculated as       
described in this prospectus supplement under "Summary." [If            
 floater/inverse floating rate classes in a transaction, indicate that the
pass-through rate is based on LIBOR]                                    

                                                        [Enlarge/Download Table]

                                                                                                                           
CONSIDER CAREFULLY THE RISK  The classes of certificates offered by this prospectus supplement are listed, together with   
FACTORS BEGINNING ON PAGE    their interest rates, in the tables under "Summary--Description of the Certificates" on page  
S-7 IN THIS PROSPECTUS       S-[ ] of this prospectus supplement. This prospectus supplement and the accompanying          
SUPPLEMENT AND ON PAGE 4     prospectus relate only to the offering of the certificates listed above and not to the other  
IN THE PROSPECTUS.           classes of certificates that will be issued by the issuing entity.                            

THE CERTIFICATES REPRESENT                                                                                                 
OBLIGATIONS OF THE ISSUING   Credit enhancement for the certificates consists of:                                          
ENTITY ONLY AND DO NOT                                                                                                     
REPRESENT AN INTEREST IN OR       o  [Overcollateralization as described in this prospectus supplement under "Description  
OBLIGATION OF INDYMAC                of the Certificates--Overcollateralization";]                                         
MBS, INC., INDYMAC BANK,                                                                                                   
F.S.B., OR ANY OF THEIR           o  Subordination as described in this prospectus supplement under "Description of the    
AFFILIATES.                          Certificates--[  ]"; and                                                              

THIS PROSPECTUS                   o  With respect to the Class [  ] Certificates only, the Class [  ] Certificate guaranty 
SUPPLEMENT MAY BE USED TO            insurance policy issued by [  ].                                                      
OFFER AND SELL THE OFFERED                                                                                                 
CERTIFICATES ONLY IF                                                                                                       
ACCOMPANIED BY THE           The credit enhancement for each class of certificates varies. Not all credit enhancement is   
PROSPECTUS.                  available for every class. The Class [  ] Certificate guaranty insurance policy only applies  
                             to the Class [ ] Certificates. The credit enhancement for the certificates is described in    
                             more detail in the prospectus supplement.                                                     

                             Interest rate support for the Class [  ] Certificates consists of yield maintenance agreements
                             with [ ], as cap counterparty, as described in this prospectus supplement under "Description  
                             of the Certificates--[  ]." Amounts received on the interest rate corridor contracts are only 
                             available to make distributions on the related classes of certificates.                       

                             Neither the seller and servicer nor the depositor is a, nor are either of them affiliated     
                             with any, government agency, instrumentality or government sponsored enterprise. The offered  
                             certificates are not bank accounts and are not insured by the FDIC or any other governmental  
                             entity.                                                                                       

S-3
3rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 3rd
The assets of the issuing entity will consist primarily of a pool of            
[15-][30-]year conventional [fixed-rate][adjustable-rate] mortgage loans        
secured by first liens on one- to four-family residential properties.           

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY       
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           

[Name of Underwriter]                                [Name of Underwriter]      
, 200[ ]  

S-3
4th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 4th
TABLE OF CONTENTS 

Prospectus Supplement                      Page                       
---------------------                      ----                       
Summary..........................................S-4                            
Risk Factors....................................S-16                            
The Mortgage Pool...............................S-22                            
Servicing of Mortgage Loans.....................S-31                            
Description of the Certificates.................S-41                            
Yield, Prepayment and Maturity Considerations...S-68                            
Credit Enhancement..............................S-76                            
Material Federal Income Tax                                                     
Consequences.................................S-78                         
ERISA Considerations............................S-80                            
Method of Distribution..........................S-82                            
Use of Proceeds.................................S-83                            
Legal Matters...................................S-83                            
Ratings.........................................S-83                            
Index of Defined Terms..........................S-85                            

Prospectus                            Page                  
----------                            ----                  
Important Notice About Information in This                                      
Prospectus and Each Accompanying                                          
Prospectus Supplement...........................5                         
Risk Factors.......................................6                            
The Trust Fund....................................25                            
Use of Proceeds...................................40                            
The Depositor.....................................41                            
Mortgage Loan Program.............................41                            
Static Pool Data..................................44                            
Description of the Certificates...................44                            
Credit Enhancement................................59                            
Yield and Prepayment Considerations...............64                            
The Agreements....................................67                            
Certain Legal Aspects of the Loans................85                            
Material Federal Income Tax                                                     
Consequences...................................91                         
State Tax Considerations.........................113                            
ERISA Considerations.............................114                            
Legal Investment.................................116                            
Method of Distribution...........................117                            
Legal Matters....................................118                            
Financial Information............................118                            
Rating...........................................118                            
Index of Principal Terms.........................120                            

S-2   

S-3
5th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 5th
Important Notice About Information Presented in this Prospectus Supplement  
and the Prospectus  

We provide information to you about the offered certificates in two 
separate documents that progressively provide more detail:                      

o  the prospectus, which provides general information, some of which
may not apply to your series of certificates; and             

o  this prospectus supplement, which describes the specific terms of
your series of certificates.                                  

If the description of your certificates in this prospectus supplement differs   
from the related description in the prospectus, you should rely on the          
information in this prospectus supplement.                                      

    Some of the statements contained in or incorporated by reference in this
prospectus supplement and the accompanying prospectus consist of                
forward-looking statements relating to future economic performance or           
projections and other financial items. These statements can be identified by    
the use of forward-looking words such as "may," "will," "should," "expects,"    
"believes," "anticipates," "estimates," or other comparable words.              
Forward-looking statements are subject to a variety of risks and uncertainties  
that could cause actual results to differ from the projected results. Those     
risks and uncertainties include, among others, general economic and business    
conditions, regulatory initiatives and compliance with governmental             
regulations, customer preferences and various other matters, many of which are  
beyond our control. Because we cannot predict the future, what actually         
happens may be very different from what we predict in our forward-looking       
statements.                                                                     

S-3   

S-3
6th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 6th
SUMMARY 

o  This summary highlights selected information from this document and does     
 not contain all of the information that you need to consider in making your
investment decision. To understand all of the terms of an offering of the 
certificates, read this entire document and the accompanying prospectus   
carefully.                                                                

o  While this summary contains an overview of certain calculations, cash flow   
 priorities and other information to aid your understanding, you should read
carefully the full description of these calculations, cash flow priorities
and other information in this prospectus supplement and the accompanying  
prospectus before making any investment decision.                         

The Transaction Parties 

Issuing Entity                                                                  

[Residential Asset Securitization Trust] [IndyMac INDX Mortgage Loan Trust]     
200[ ]-[A][AR][IP], a common law trust formed under the laws of the State of    
New York.                                                                       

Depositor                                                                       

IndyMac MBS, Inc., a Delaware corporation and a limited purpose finance         
subsidiary of IndyMac Bank, F.S.B. Its address is 155 North Lake Avenue,        
Pasadena, California 91101, and its telephone number is (800) 669-2300.         

Sponsor, Seller and Servicer                                                    

IndyMac Bank, F.S.B., a federal savings bank. Its principal executive offices   
are located at 888 East Walnut Street, Pasadena, California 91101, and its      
telephone number is (800) 669-2300.                                             

Trustee                                                                         

Deutsche Bank National Trust Company, a [national banking association]. The     
corporate trust office of the trustee is located (i) for purposes of            
certificate transfers, at DB Services Tennessee, 648 Grassmere Park Road,       
Nashville, Tennessee 37211-3658, Attention: Transfer Unit and (ii) for all      
other purposes, at 1761 East St. Andrew Place, Santa Ana, California 92705,     
Attention: Trust Administration IN[ ], and its telephone number is [ ].         

The Class [       ] Insurer                                                     

[         ] will unconditionally and irrevocably guarantee certain payments on  
the Class [   ] Certificates on each distribution date pursuant to the terms of 
a certificate guaranty insurance policy.                                        

See "Description of the Certificates--The Class [   ] Certificate Guaranty      
Insurance Policy" and "--The Class [ ] Insurer" in this prospectus supplement.  

Cap Counterparty                                                                

[ ], a [ ] corporation.  The principal executive office of the cap              
counterparty is located at [ ].                                                 

Rating Agencies                                                                 

[ ] and [ ] will issue ratings with respect to the certificates.                

Pooling and Servicing Agreement                                                 

The pooling and servicing agreement among the seller, the servicer, the         
depositor and the trustee, under which the issuing entity will be formed.       

Cut-off Date                                                                    

Initial Mortgage Loans:                                             

The later of [         ], 20[  ] and the origination date of that mortgage loan 
(referred to as the initial cut-off date).                                      

Subsequent Mortgage Loans:                                          

The later of the first day of the month of the related subsequent transfer      
date and the origination date of that subsequent mortgage loan (referred to as  
the subsequent cut-off date).                                                   

Closing Date                                                                    

On or about [             ].                                                    

S-4   

S-3
7th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 7th
Pre-Funding                                                                     

On the closing date, the depositor may elect to deposit an amount of up to      
[25]% of the initial class certificate balance of the offered certificates in   
a pre-funding account (referred to as the pre-funded amount).                   

Pre-Funded Amount                                                               

Any pre-funded amount shall not exceed [25]% of the initial class certificate   
balance of the offered certificates, which will be allocated among the loan     
groups so that the amount allocated to any loan group will not exceed [25]% of  
the aggregate class certificate balance of the classes of certificates related  
to that loan group.                                                             

Funding Period                                                                  

If the depositor elects to deposit a pre-funded amount on the closing date,     
the funding period will begin on the closing date and end on the earlier of     
(x) the date the amount in the pre-funding account is less than $[       ] and  
(y) [           ] [  ], 20[  ].                                                 

Use of Pre-Funded Amount:                                                       

If the depositor elects to deposit a pre-funded amount on the closing date,     
the pre-funded amount is expected to be used to purchase subsequent mortgage    
loans. Any pre-funded amount not used during the funding period to purchase     
subsequent mortgage loans will be distributed to holders of the related senior  
certificates as a prepayment of principal on the distribution date immediately  
following the end of the funding period.                                        

Restrictions on Subsequent Mortgage Loan Purchases:                             

Purchases of subsequent mortgage loans are subject to the same criteria as the  
initial mortgage loans and additional restrictions related to the composition   
of the related loan group following the acquisition of the subsequent mortgage  
loans, as described in this prospectus supplement.                              

Interest Shortfall Payments:                                                    

To the extent needed to make required interest distributions on the offered     
certificates on or prior to the [ ] distribution date, IndyMac Bank, F.S.B.     
will make interest shortfall payments to the issuing entity to offset           
shortfalls in interest collections attributable to the pre-funding mechanism    
or because newly originated loans do not have a payment due date in the due     
period related to the subject distribution date.                                

See "The Mortgage Pool--Pre-Funding" in this prospectus supplement.             

The Mortgage Loans:                                                             

The mortgage pool will consist primarily of [15-][30-] year conventional        
[fixed-rate] [adjustable-rate] mortgage loans secured by first liens or one-    
to four-family residential properties.                                          

Statistical Calculation Information                                             

The statistical calculation information presented in this prospectus            
supplement concerning the mortgage loans does not reflect all of the mortgage   
loans that will be included in the issuing entity as of the closing date. The   
statistical calculation information presented in this prospectus supplement     
relates to a statistical calculation pool that comprises approximately [   ]%   
of the mortgage loans that will be included in the issuing entity. The pool of  
mortgage loans for which information is presented in this prospectus            
supplement is referred to as the statistical calculation mortgage pool, and     
the mortgage loans for which information is presented in this prospectus        
supplement are referred to as statistical calculation mortgage loans. The       
depositor believes that the information in this prospectus supplement with      
respect to the statistical calculation mortgage pool is representative of the   
characteristics of the mortgage pool as it will be constituted at the closing   
date.                                                                           

The statistical calculation mortgage loans consist of [       ] [fixed-rate]    
[adjustable-rate] mortgage loans with an aggregate outstanding principal        
balance of approximately $[     ] as of the cut-off date, after giving effect   
to principal payments due on or before that date.                               

See "The Mortgage Pool" in this prospectus supplement.                          

As of the [Cut-off Date] [statistical calculation date], the mortgage loans     
[in the statistical calculation pool] had the following characteristics:        

Aggregate Current Principal                                                     
Balance                              $[    ]                                
Weighted Average Mortgage Rate          [   ]%                                  

S-5   

S-3
8th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 8th
Range of Mortgage Rates                 [   ]% to [   ]%                        

Average Current Principal Balance      $[    ]                                  

Range of Outstanding Principal                                                  
Balances                            $[     ] to $[     ]                  

Weighted Average Original LTV           [    ]%                                 

Weighted Average Original Term to                                               
Maturity                             [   ] months                         

Weighted Average Credit Risk Score      [   ]                                   

Weighted Average Remaining Term                                                 
to Stated Maturity                   [   ] months                         

Geographic Concentrations in                                                    
excess of 10%:                                                            
[    ]                               [    ]%                              

[    ]                               [    ]%                              

S-6   

S-3
9th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 9th
Description of the Certificates                                                 

The issuing entity will issue [     ] classes of certificates, [     ] of       
which are offered by this prospectus supplement and the accompanying prospectus:

                                                        [Enlarge/Download Table]


                                   Initial                                                                               
                                    Class                                  Final Scheduled       Initial       Initial   
                                 Certificate                              Distribution Date       Rating        Rating   
            Class                Balance (1)               Type                  (2)             ([ ]) (3)    ([ ]) (3)  
------------------------------  ---------------  ----------------------- --------------------  ------------  ------------
                                                                                                                         
Offered Certificates                                                                                                     
A-1..........................      $[       ]           Senior/[   ]        [   ] 20[  ]           [   ]        [   ]    
A-2..........................      $[       ]           Senior/[   ]        [   ] 20[  ]           [   ]        [   ]    
A-3..........................      $[       ]           Senior/[   ]        [   ] 20[  ]           [   ]        [   ]    
PO...........................      $[       ]           Senior/[   ]        [   ] 20[  ]           [   ]        [   ]    
A-R..........................            $100     Senior/REMIC Residual     [   ] 20[  ]           [   ]        [   ]    
A-X..........................      $[       ]          Senior/Notional      [   ] 20[  ]           [   ]        [   ]    
B-1..........................      $[       ]          Subordinate[   ]     [   ] 20[  ]           [   ]        [   ]    
B-2..........................      $[       ]          Subordinate[   ]     [   ] 20[  ]                        [   ]    
B-3..........................      $[       ]          Subordinate[   ]     [   ] 20[  ]           [   ]        [   ]    
Non-Offered Certificates(4)                                                                                              
Class P......................          $[100]       Prepayment Charges           N/A                NR             NR    
Class B-4....................       [       ]             [    ]                 N/A                NR             NR    
Class B-5....................       [       ]             [    ]                 N/A                NR             NR    
Class B-6....................       [       ]             [    ]                 N/A                NR             NR    

----------------                                                              
(1)  This amount is subject to a permitted variance in the aggregate of plus or 
minus [    ]% and depends on the amount of mortgage loans actually    
delivered on the closing date.                                        

(2)  Each date was determined as described under "Yield, Prepayment and         
Maturity Considerations" in this prospectus supplement.               

(3)  The offered certificates will not be offered unless they are assigned      
the indicated ratings by [   ] ("[   ]") and [   ] ("[   ]"). "N/R"   
indicates that the agency was not asked to rate the certificates. A   
rating is not a recommendation to buy, sell or hold securities. These 
 ratings may be lowered or withdrawn at any time by either of the rating
agencies. The ratings set forth above do not take into account the    
existence of the yield maintenance agreements. See "Ratings" in this  
prospectus supplement.                                                

(4)  The Class P, Class B-4, Class B-5 and Class B-6 Certificates are not       
  offered by this prospectus supplement. Any information contained in this
prospectus supplement with respect to these certificates is provided  
only to permit a better understanding of the offered certificates.    

The certificates will also have the following characteristics:                  

                                                        [Enlarge/Download Table]

                                   Pass-Through Rate                                                                           
                                  Before and Including      Pass-Through Rate                                                  
                    [Related              the                   After the                                                      
                      Loan              Optional                Optional                                      Interest Accrual 
      Class         Group (1)]     Termination Date (2)    Termination Date (2)    Interest Accrual Period       Convention    
------------------ ------------  -----------------------  ----------------------  -------------------------  ------------------
                                                                                                                               
 Offered                                                                                                                       
 Certificates                                                                                                                  
 A-1.............     [   ]             [  ]% (3)               [  ]% (3)                 [   ] (4)                [   ] (5)   
 A-2.............     [   ]             [  ]%                   [  ]%                     [   ] (6)                [   ] (7)   
 A-3.............     [   ]             [  ]%                   [  ]%                     [   ] (6)                [   ] (7)   
 PO..............     [   ]                   (8)                     (8)                   N/A                       N/A      
 A-X.............     [   ]                   (9)               [  ]%                     [   ] (6)                [   ] (7)   
 A-R.............     [   ]             [  ]%                   [  ]%                       N/A                       N/A      
 B-1.............     [   ]             [  ]%                   [  ]%                     [   ] (6)                [   ] (7)   
 B-2.............     [   ]             [  ]%                   [  ]%                     [   ] (6)                [   ] (7)   
 B-3.............     [   ]             [  ]%                   [  ]%                     [   ] (6)                [   ] (7)   
 Non-Offered                                                                                                                   
 Certificates                                                                                                                  

                                    S-7                                                                                        

S-3
10th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 10th
                                   Pass-Through Rate                                                                           
                                  Before and Including      Pass-Through Rate                                                  
                    [Related              the                   After the                                                      
                      Loan              Optional                Optional                                      Interest Accrual 
      Class         Group (1)]     Termination Date (2)    Termination Date (2)    Interest Accrual Period       Convention    
------------------ ------------  -----------------------  ----------------------  -------------------------  ------------------
 P...............     [   ]                  (10)                    (10)                   N/A                       N/A      
 B-4.............     [   ]              [  ]                   N/A                         N/A                       N/A      
 B-5.............     [   ]              [  ]                   N/A                         N/A                       N/A      
 B-6.............     [   ]              [  ]                   N/A                         N/A                       N/A      

----------------                                                                
(1) Generally, distributions of principal and interest on the certificates will 
 be based on amounts available for distribution in respect of the mortgage
 loans in the related loan group or groups, however, in some circumstances
amounts from an unrelated loan group or groups may be allocated to make 
   payments on a class of certificates. For a more detailed description of how
the offered certificates will be backed by these cashflows, see         
"Description of the Certificates--Cross-Collateralization."             

(2 )If on any distribution date, the pass-through rate for a class of offered   
certificates (other than the Class A-R Certificates) is based on the    
applicable interest rate cap, each holder of the applicable certificates
 will be entitled to receive the resulting shortfall from remaining excess
cashflow (if any) to the extent described in this prospectus supplement 
under "Description of the Certificates--Yield Supplement Amounts."      

(3) [The pass-through rate for the Class [   ] Certificates may adjust monthly  
and will be subject to an interest rate cap, as described in this       
prospectus supplement under "Description of the Certificates--Interest."
 LIBOR refers to [One-Month] LIBOR for the related interest accrual period
   calculated as described in this prospectus supplement under "Description of
the Certificates--Determination of LIBOR."                              

(4) The interest accrual period for any distribution date will be the one-month 
period from and including the preceding distribution date (or from and  
  including the closing date, in the case of the first distribution date) to
and including the day prior to the current distribution date.           

(5) Interest accrues at the rate specified in this table based on a 360-day     
year and the actual number of days elapsed during the related accrual   
period.                                                                 

(6) The interest accrual period for any distribution date will be the calendar  
month preceding that distribution date.                                 

(7) Interest accrues at the rate specified in this table based on a 360-day     
year that consists of twelve 30-day months.                             

(8) The Class PO Certificates will not accrue any interest.                     

(9) The pass-through rate for the Class A-X Certificates for the interest       
   accrual period for any Distribution Date will be equal to the excess of the
average of the adjusted net mortgage rates of the Non-Discount Mortgage 
  Loans, weighted on the basis of their respective Stated Principal Balances
as of the first day of the related Due Period (after giving effect to   
prepayments received in the Prepayment Period ending during that Due    
Period), over [   ]% per annum. The pass-through rate for the initial   
 interest accrual period for the first Distribution Date is expected to be
approximately [   ]% per annum. See "Description of the Certificates -- 
Interest."                                                              

(10) The Class P Certificates will not accrue any interest.                     

See "[Description of the Certificates]" in this prospectus supplement.          

S-8   

S-3
11th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 11th
Designations                                                                    

Designation           Class of Certificates                                     

Senior             Class A-1, Class A-2, Class A-3, Class A-X,                  
Certificates:     Class A-R and Class PO                                      

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

[Fixed Rate        [      ], [     ] and [   ]]                                 
Certificates:]                                                                

[Adjustable        [      ], [     ] and [   ]                                  
Rate                                                                          
Certificates:]                                                                

Offered            Class A-1, Class A-2, Class A-3, Class A-X,                  
Certificates:     Class A-R, Class PO, Class B-1, Class B-2 and               
Class B-3                                 

Record Date                                                                     

Non-Delay Certificates:                                                         

The business day immediately preceding a distribution date or, if the           
non-delay certificates are no longer book-entry certificates, the last          
business day of the month preceding the month of a distribution date.           

Class A-R Certificates and Delay Certificates                                   

The last business day of the month preceding the month of a distribution date.  

Denominations                                                                   

$[25,000] and multiples of $1,000 in excess thereof.                            

Registration of Certificates                                                    

Offered Certificates other than the Class A-R Certificates:                     

Book-entry form. Persons acquiring beneficial ownership interests in the        
offered certificates (other than the Class A-R Certificates) may elect to hold  
their beneficial interests through The Depository Trust Company in the United   
States [and, upon request, through Clearstream Luxumbourg or the Euroclear      
System in Europe].                                                              

Class A-R Certificates:                                                         

Fully registered certificated form. The Class A-R Certificates will be subject  
to certain restrictions on transfer described in this prospectus supplement     
and as more fully provided for in the pooling and servicing agreement.          

See "Description of the Certificates--Book-Entry Certificates" and              
"--Restrictions on Transfer of the Class A-R Certificates" in this prospectus   
supplement.                                                                     

Method of Distribution                                                          

[Name of Underwriter] will offer the senior certificates listed above[, other   
than the Class A-X and Class PO Certificates,] to the public at varying prices  
to be determined at the time of sale. [Name of Underwriter] will offer the      
Class B-1, Class B-2 and Class B-3 Certificates to the public at varying        
prices to be determined at the time of sale. The proceeds to the depositor      
from the sale of the offered certificates are expected to be approximately %    
of the aggregate class certificate balance of the offered certificates [(other  
than the Class A-X and Class PO Certificates)] plus accrued interest, before    
deducting expenses. [The Class PO and Class A-X Certificates will not be        
purchased by the Underwriters. They will be transferred to the seller on or     
about , 200[ ] as partial consideration for the sale of the mortgage loans to   
the depositor.] See "Method of Distribution" in this prospectus supplement.     

Distribution Dates                                                              

We will make distributions on the[ ] day of each month. If the [ ] day of a     
month is not a business day, then we will make distributions the next business  
day. The first distribution is scheduled for [ ].                               

Interest Distributions                                                          

[Interest will accrue at the rate specified on the cover page of this           
prospectus supplement or described in this prospectus supplement on each        
interest bearing class of certificates on the basis of a 360-day year divided   
into twelve 30-day months. The interest accrual period for the interest         
bearing classes of certificates for any distribution date will be the calendar  
month before the distribution date.]                                            

See "Description of the Certificates--Interest" in this prospectus supplement.  

When a borrower makes a full or partial prepayment on a mortgage loan, the      
amount of interest that the borrower is required to pay may be less than the    
amount of interest certificateholders would otherwise be entitled to receive    
with respect to the mortgage loan. The servicer is required to reduce its       
servicing compensation to offset this shortfall but the reduction               

S-9   

S-3
12th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 12th
for any distribution date is limited to an amount equal to the product of       
one-twelfth of   % multiplied by the pool balance as of the first day of the    
prior month. If the aggregate amount of interest shortfalls resulting from      
prepayments on the mortgage loans exceeds the amount of the reduction in the    
servicer's servicing compensation, the interest entitlement for each class of   
certificates will be reduced proportionately by the amount of this excess.      

See "Servicing of Mortgage Loans--Servicing Compensation and Payment of         
Expenses" and "--Adjustment to Servicing Compensation in Connection with        
Certain Prepaid Mortgage Loans" in this prospectus supplement.                  

For each class of certificates, any unpaid interest amounts (which is interest  
due on a prior distribution date that was not paid on a prior distribution      
date) will be payable from excess cashflow as and to the extent described in    
this prospectus supplement.                                                     

Principal Distributions                                                         

On each distribution date, certificateholders will only receive a distribution  
of principal on their certificates if there is cash available on that date for  
the payment of principal. The manner of distributing principal among the        
classes of certificates will depend on the priority of payments, which will     
differ, as described in this prospectus supplement, depending on the loss and   
delinquency performance of the mortgage loans.                                  

See "Description of the Certificates--Principal" in this prospectus             
supplement.                                                                     

Amounts Available for Distributions on the Certificates                         

Amounts Available with respect to Interest Distributions                        

The amount available for interest distributions on the certificates on any      
distribution date [will be calculated on a loan group by loan group basis and]  
will generally consist of the following amounts, in each case to the extent     
received, collected or paid as provided in the pooling and servicing            
agreement:                                                                      

o  scheduled payments of interest on the mortgage loans less the related        
expense fees;                                                             

o  interest collected in connection with prepayments of the mortgage loans;     

o  interest amounts advanced by the servicer;                                   

o  any compensating interest paid by the servicer related to prepayments of     
the mortgage loans;                                                       

o  liquidation proceeds of the mortgage loans (to the extent allocable to       
interest) and                                                             

o  the amount (if any) of the seller interest shortfall payments paid by        
IndyMac Bank, F.S.B. on any distribution date on or prior to the [ ]      
distribution date.                                                        

Amounts Available with respect to Principal Distributions                       

The amount available for principal distributions on the certificates on any     
distribution date [will be calculated on a loan group by loan group basis and]  
will generally consist of the following amounts, in each case to the extent     
received, collected or paid as provided in the pooling and servicing            
agreement:                                                                      

o  scheduled payments of principal of the mortgage loans ;                      

o  principal advances by the servicer;                                          

o  prepayments on the mortgage loans;                                           

o  the stated principal balance of any mortgage loans repurchased or            
purchased by the seller or the servicer, as applicable;                   

o  the difference, if any, between the stated principal balance of a            
substitute mortgage loan and the related deleted mortgage loan;           

o  liquidation proceeds of the mortgage loans (to the extent allocable to       
principal); and                                                           

o  the amount (if any) remaining on deposit in the pre-funding account on the   
distribution date following the end of the funding period.                

Fees and Expenses                                                               

The amounts available for distribution on the certificates on any distribution  
date generally will be net of the following amounts [calculated on a loan       
group by loan group basis]:                                                     

o  the servicing fee and additional servicing compensation due to the           
servicer;                                                                 

o  the trustee fee due to the trustee;                                          

o  any lender paid mortgage insurance premiums                                  

o  amounts reimbursed to the servicer and the trustee in respect of advances    
previously made by them and other amounts for which the                   

S-10  

S-3
13th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 13th
servicer and the trustee are entitled to be reimbursed;                   

o  all prepayment charges (which are distributable only to the Class P          
Certificates); and                                                        

o  all other amounts for which the depositor, the seller or the servicer is     
entitled to be reimbursed.                                                

Any amounts net from the amount available for distribution to the               
certificateholders will reduce the amount distributed to the                    
certificateholders.                                                             

Servicing Fee                                                                   

The servicer will be paid a monthly fee (referred to as the servicing fee)      
with respect to each mortgage loan that will range from [   ]% per annum to     
[   ]% per annum (referred to as the servicing fee rate).                       

Additional Servicing Compensation                                               

The servicer is also entitled to receive additional servicing compensation      
from late payment fees, assumption fees and other similar charges (excluding    
prepayment charges) and investment income earned on amounts on deposit in       
certain of the issuing entity's accounts.                                       

Source and Priority of Payments;                                                

These amounts will be paid to the servicer from collections on the mortgage     
loans prior to any distributions on the certificates.                           

See "Servicing of the Mortgage Loans--Servicing Compensation and Payment of     
Expenses" in this prospectus supplement.                                        

Priority of Interest Distributions                                              

In general, on any distribution date, interest funds will be distributed in     
the following order:                                                            

o  concurrently, to each interest bearing class of senior certificates, pro     
rata based on their respective interest distribution amounts; and         

o  sequentially, to each class of subordinated certificates, in the order of    
their numerical class designations.                                       

Priority of Principal Distributions                                             

In general, on any Distribution Date, principal funds will be distributed in    
the following order:                                                            

o  to the classes of senior certificates entitled to receive distributions of   
principal in the manner, order and priority described below;              

o  to any deferred amounts payable on the Class PO Certificates; and            

o  to each class of subordinated certificates, in the order of their numerical  
class designations, beginning with the Class B-1 Certificates.            

The manner of distributing principal among the classes of certificates will     
differ, as described in this prospectus supplement, depending upon when a       
distribution date occurs relative to a prepayment stepdown date.                

The prepayment stepdown date refers to a series of dates on or after which the  
principal prepayment priorities change so that on any distribution date on or   
after the related stepdown date, instead of allocating all amounts              
distributable as principal prepayments on the certificates to the related       
senior classes of certificates [for the loan group or loan groups] until those  
senior classes are paid in full, the senior certificates (other than the        
notional amount certificates and the Class PO Certificates) will receive the    
senior percentage of principal prepayments plus a decreasing percentage of      
principal prepayments allocated to the Subordinated Certificates.               

These amounts are described in more detail under "Description of the            
Certificates--Principal" in this prospectus supplement.                         

The stepdown dates and percentage for each class of certificates will be:       

The senior certificates (other than the notional amount certificates and the    
Class PO Certificates) will receive the following percentage of the             
prepayments allocated to the subordinated certificates on the related stepdown  
date:                                                                           

o  during the [   ] years beginning on the first distribution date, 100%;       

o  the first year thereafter, [  ]%;                                            

o  the second year thereafter, [  ]%;                                           

o  the third year thereafter, [  ]%;                                            

S-11  

S-3
14th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 14th
o  the fourth year thereafter, [  ]%; and                                       

o  the fifth year thereafter, 0%.                                               

If on any distribution date the senior percentage exceeds the initial senior    
percentage, the senior certificates (other than the notional amount             
certificates and the Class PO Certificates) will receive 100% of the principal  
prepayment amount..                                                             

Certificate or Loan Group Specific Events that Affect Allocations of Principal  

Class [    ] Certificates:                                                      

[Insert payment priorities]                                                     

[Loan Group [    ]]                                                             

Excess Cashflow                                                                 

[Insert payment priorities]                                                     

Optional Termination                                                            

The servicer may purchase all of the remaining assets of the issuing entity     
and retire all outstanding classes of certificates on or after the              
distribution date on which the aggregate stated principal balance of all of     
the mortgage loans and real estate owned by the issuing entity declines below   
10% of the aggregate stated principal balance of the mortgage loans as of the   
cut-off date.                                                                   

See "Description of the Certificates--Optional Termination" in this prospectus  
supplement.                                                                     

Advances                                                                        

The servicer will make cash advances with respect to delinquent payments of     
principal and interest on the mortgage loans to the extent the servicer         
reasonably believes that the cash advances can be repaid from future payments   
on the mortgage loans. These cash advances are only intended to maintain a      
regular flow of scheduled interest and principal distributions on the           
certificates and are not intended to guarantee or insure against losses.        

See "Servicing of Mortgage Loans--Advances" in this prospectus supplement.      

Required Repurchases or Substitutions of Mortgage Loans                         

The seller will make certain representations and warranties relating to the     
mortgage loans pursuant to the pooling and servicing agreement. If with         
respect to any mortgage loan any of the representations and warranties are      
breached in any material respect as of the date made, or an uncured material    
document defect exists, the seller will be obligated to repurchase or           
substitute for the mortgage loan as further described in this prospectus        
supplement under "Description of the Certificates--Representations and          
Warranties Relating to Mortgage Loans" and "--[Delivery of Mortgage Loan        
Documents.]"                                                                    

Credit Enhancement                                                              

The credit enhancement provided for the benefit of the holders of the           
certificates consists solely of [overcollateralization], subordination,         
allocation of losses and the certificate guaranty insurance policy.             

[Overcollateralization                                                          

"Overcollateralization" refers to the amount by which the aggregate stated      
principal balance of the mortgage loans [in a loan group or groups and any      
remaining related pre-funded amount,] exceeds the aggregate class certificate   
balance of the [related] classes of certificates.                               

On the closing date, it is expected that the sum of the aggregate stated        
principal balance of the mortgage loans and any amounts on deposit in the       
pre-funding account will exceed the initial aggregate class certificate         
balance of the Class [ ] Certificates and the fixed rate subordinate            
certificates by approximately $[     ].                                         

[However, these amounts are less than the required initial levels of            
overcollateralization required by the pooling and servicing agreement.]         

The mortgage loans [in each loan group] are expected to generate more interest  
than is needed to pay interest on the related certificates because the          
weighted average interest rate of the mortgage loans is expected to be higher   
than the weighted average pass-through rate on the related certificates, plus   
the weighted average expense fee rate, and in the case of [loan group 1 and]    
the Class [   _] Certificates, the Class [   _] policy premium rate. The        
"expense fee rate" is the sum of the servicing fee rate and the trustee fee     
rate. Any interest payments received in respect of the mortgage loans [in a     
loan group] in                                                                  

S-12  

S-3
15th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 15th
excess of the amount that is needed to pay interest on the related            
certificates, the trust expenses, and in the case of [loan group 1], the Class  
[   ] policy premium, will be used to reduce the total class certificate balance
of the related certificates, until the required level of overcollateralization  
has been achieved and to maintain the required levels, once they have been      
met.                                                                            

On any distribution date, the amount of overcollateralization (if any) will be  
available to absorb the losses from liquidated mortgage loans that would        
otherwise be allocated to the related certificates, if those losses are not     
otherwise covered by excess cashflow (if any) from the [related] mortgage       
loans. The required levels of overcollateralization may change over time.       

See "Description of the Certificates--[   ______]" in this prospectus           
supplement.]                                                                    

Subordination                                                                   

The issuance of senior certificates and subordinated certificates by the        
issuing entity is designed to increase the likelihood that senior               
certificateholders will receive regular distributions of interest and           
principal. The senior certificates will have a distribution priority over the   
subordinated certificates. Among the classes of subordinated certificates       
offered by this prospectus supplement, the Class B-1 Certificates will have     
payment priority over the Class B-2 Certificates and Class B-3 Certificates.    
The Class B-2 Certificates will have payment priority over the Class B-3        
Certificates. The subordinated certificates also include the Class B-4, Class   
B-5, and Class B-6 Certificates, which are not being offered pursuant to this   
prospectus supplement.                                                          

See "Description of the Certificates" and "Credit Enhancement--Subordination    
in this prospectus supplement.                                                  

Allocation of Losses                                                            

Subordination is designed to provide the holders of certificates with a higher  
payment priority with protection against most losses realized when the          
remaining unpaid principal balance of a mortgage loan exceeds the amount of     
proceeds recovered upon the liquidation of that mortgage loan. In general,      
this loss protection is accomplished by allocating the realized losses on the   
mortgage loans among the subordinated certificates, beginning with the          
subordinated certificates with the lowest payment priority before realized      
losses on the mortgage loans are allocated to the senior certificates. Some     
losses, however, such as special hazard losses, bankruptcy losses, and fraud    
losses realized on the mortgage loans in excess of the amounts set forth in     
this prospectus supplement are, in general, allocated proportionately to each   
class of certificates (other than the notional amount certificates and the      
Class P Certificates) instead of first being allocated to the subordinated      
certificates. [Any realized losses that would otherwise be allocated to the     
Class [ ] Certificates will be covered by the financial guaranty insurance      
policy.]                                                                        

[Pursuant to the pooling and servicing agreement, the Class P Certificates      
will not be allocated realized losses.]                                         

See "Description of the Certificates--Allocation of Losses" and "Credit         
Enhancement--Subordination" in this prospectus supplement.                      

Class [   _] Certificate Guaranty Insurance Policy                              

The Class [  _] Certificates have the benefit of a certificate guaranty         
insurance policy, called the Class [  _] policy, pursuant to which [  _] will   
unconditionally and irrevocably guarantee certain payments on the Class [  _]   
Certificates on each distribution date subject to certain terms and conditions  
set forth in the Class [  _] policy. The Class [  _] policy will not cover any  
class of Certificates other than the Class [  _] Certificates.                  

See "Credit Enhancement--The Class [  ] Policy" in this prospectus              
supplement.                                                                     

The Yield Maintenance Agreements                                                

The issuing entity has purchased [ _] interest rate corridor contracts, each    
of which will be assigned to the trustee on behalf of the issuing entity on     
the closing date:                                                               

o  the Class [   ] yield maintenance agreement; and                       

o  the Class [   ] yield maintenance agreement.                           

On or prior to the applicable corridor contract termination date, the corridor  
contract counterparty will be required to make monthly payments to the          
trustee, if one-month LIBOR for the related payment date moves above a          
specified rate, subject to a maximum rate of payment. Payments made under each  
corridor contract will be made to the trustee.                                  

S-13  

S-3
16th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 16th
The amounts allocated to the issuing entity in respect of a corridor contract   
will be available to the applicable class(es) of certificates, as described in  
this prospectus supplement to cover net rate carryover resulting from the       
application of the applicable net rate cap to the related pass-through          
rate(s).                                                                        

Any amounts received in respect of a corridor contract and allocated to the     
issuing entity for a distribution date that are not used on that date to cover  
yield supplement amounts on the related certificates are expected to be         
distributed to [  ] as provided in the pooling and servicing agreement and will 
not be available thereafter for payment of yield supplement amounts on any      
class of certificates.                                                          

Although ongoing payments are not required under the corridor contracts,        
certain termination payments may be required as described under "Description    
of the Certificates--Yield Supplement Amount--The Corridor Contract" in this    
prospectus supplement.                                                          

See "Description of the Certificates--Yield Supplement Amount(s)" in this       
prospectus supplement.                                                          

Tax Status                                                                      

For federal income tax purposes, the issuing entity [(exclusive of the yield    
maintenance agreements and the yield maintenance reserve fund)] will comprise   
one or more real estate mortgage investment conduits in a tiered structure.     
The highest tier will be referred to as the Master REMIC and each underlying    
tier (if any) will be referred to as an underlying REMIC. Each underlying       
REMIC (if any) will hold mortgage loans (or uncertificated regular interests)   
and will issue several classes of uncertificated regular interests and a        
single uncertificated residual interest. The Master REMIC will hold as assets   
regular interests issued by underlying REMICs (or the mortgage loans if there   
are no underlying REMICs) and will issue the several classes of certificates,   
which, other than the Class A-R Certificate, will represent the regular         
interests in the Master REMIC. [The Class [ ] Certificates will also represent  
the right to receive payments pursuant to the related yield maintenance         
agreement]. The Class A-R Certificate will represent ownership of both the      
residual interest in the Master REMIC and the residual interests in any         
underlying REMIC.                                                               

See "Material Federal Income Tax Consequences" in this prospectus supplement    
and in the prospectus.                                                          

ERISA Considerations                                                            

The offered certificates (other than the Class A-R [, Class PO and Class A-X]   
Certificates) may be purchased by a pension or other benefit plan subject to    
the Employee Retirement Income Security Act of 1974, as amended or Section      
4975 of the Internal Revenue Code of 1986, as amended , or by an entity         
investing the assets of such a benefit plan, so long as certain conditions are  
met.                                                                            

See "ERISA Considerations" in this prospectus supplement and in the             
prospectus.                                                                     

Legal Investment                                                                

The senior certificates [and the Class B-1 Certificates] will be mortgage       
related securities for purposes of the Secondary Mortgage Market Enhancement    
Act of 1984 as long as they are rated in one of the two highest rating          
categories by at least one nationally recognized statistical rating             
organization. The [Class B-2 and Class B-3] Certificates will not be rated in   
one of the two highest rating categories by a nationally recognized             
statistical rating organization, and therefore, will not be mortgage related    
securities for purposes of that Act.                                            

See "Legal Investment" in the prospectus.                                       

S-14  

S-3
17th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 17th
                                                        [Enlarge/Download Table]

                                 SUMMARY OF TRANSACTION PARTIES                                                  

                                                                                                                 
                                   ---------------------------                                                   
                                   |                         |                                                   
                                   |   Sponsor and Seller    |                                                   
                                   |   ------------------    |                                                   
                                   |  IndyMac Bank, F.S.B    |                                                   
                                   |                         |                                                   
                                   |                         |                                                   
                                   |                         |                                                   
                                   ---------------------------                                                   
                                                |                                                                
                                                |  Mortgage Loans                                                
                                                |                                                                
                                                |                                                                
                                                |                                                                
                                                |                                                                
                                                |                                                                
                                                |                                                                
                                                |                                 -------------------------------
                                                |                                 |                             |
                                                |                                 |      Corridor Contract      |
                                                |                                 |      -----------------      |
                                                |                                 |         Counterparty        |
                                                |                                 |         ------------        |
                                                |                                 |       [               ]     |
                                               \ /                                |                             |
                                     ----------------------                      /|                             |
                                     |                    |                     /  ------------------------------
                                     |     Depositor      |                    /                                 
                                     |     ---------      |                   /                                  
                                     |  IndyMac MBS, Inc. |                  /                                   
                                     |                    |                 /    Corridor Contract               
                                     |                    |                /      Payments                       
                                     ----------------------               /                                      
                                                |                        /                                       
                                                |                       /                                        
                                                |  Mortgage Loans      /                                         
                                                |                     /                                          
                                                |                    /                                           
                                                |                   /                                            
                                                |                  /                                             
                                                |                 /                                              
                                                |                /                                               
                                                |               /                                                
                                                |              /                                                 
                                                |             /                                                  
                                               \ /          \ /   Insurance                                      
                                       ---------------------      Payments for       ------------------------    
------------------------               |                    |     Class [___]        |                      |    
|                      |               |  Issuing Equity    |     Certificates       |  Class [   ] Insurer |    
|       Servicer       |   Mortgage    |  --------------    |                        |  ------------------- |    
| IndyMac Bank, F.S.B. |   Loan        | [              ]   |/_______________________|   [                ] |    
|                      |   Servicing   |                    |\                       |                      |    
|                      |_______________|     Trustee        |                        |                      |    
|                      |               |     -------        |_______________________\|                      |    
|                      |               | [              ]   |                       /|                      |    
|                      |               |                    |                         -----------------------    
------------------------               ---------------------      Premium                                        
                                                                 Payments                                        

                                      S-15

S-3
18th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 18th
RISK FACTORS  

o   The following information, which you should carefully consider,             
identifies significant sources of risk associated with an investment in 
the certificates. You should also carefully consider the information    
under "Risk Factors" beginning on page 4 in the prospectus.             

                                                        [Enlarge/Download Table]

                                                                                                               
Your Yield will be Affected by How         Borrowers may, at their option, prepay their mortgage loans in      
Borrowers Repay Their Mortgage Loans       whole or in part at any time. We cannot predict the rate at which   
                                           borrowers will repay their mortgage loans. A prepayment of a        
                                           mortgage loan, however, will usually result in a prepayment on the  
                                           certificates.  The issuing entity's prepayment experience may be    
                                           affected by many factors, including:                                

                                           o  general economic conditions,                                     

                                           o  the level of prevailing interest rates,                          

                                           o  the availability of alternative financing,                       

                                           o  applicability of prepayment charges, and                         

                                           o  homeowner mobility.                                              

                                           The rate and timing of prepayment of mortgage loans will affect     
                                           the yields to maturity and weighted average lives of the            
                                           certificates.                                                       

                                           Any reinvestment risks from faster or slower prepayments of         
                                           mortgage loans will be borne entirely by the holders of the         
                                           certificates.                                                       

                                           o  If you purchase principal-only certificates or you purchase      
                                              your certificates at a discount and principal is repaid slower   
                                              than you anticipate, then your yield may be lower than you       
                                              anticipate.                                                      

                                           o  If you purchase notional amount certificates or you purchase     
                                              your certificates at a premium and principal is repaid faster    
                                              than you anticipate, then your yield may be lower than you       
                                              anticipate.                                                      

                                           o  If you purchase notional amount certificates and principal is    
                                              repaid faster than you anticipate, you may not fully recover     
                                              your initial investment.                                         

                                           o  [Approximately % of the mortgage loans by cut-off date pool      
                                              principal balance require the mortgagor to pay a charge if the   
                                              mortgagor prepays (other than as a result of selling the         
                                              mortgaged property) the mortgage loan during periods ranging     
                                              from one year to [three][five] years after the mortgage loan     
                                              was originated. A prepayment charge may discourage a mortgagor   
                                              from prepaying the mortgage loan during the applicable period.   
                                              Prepayment charges will be distributed to the Class P            
                                              Certificates and will not be available to the holders of other   
                                              classes of certificates.]                                        

                                                    S-16                                                       

S-3
19th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 19th
                                           See "Yield, Prepayment and Maturity Considerations" for a           
                                           description of factors that may influence the rate and timing of    
                                           prepayments on the mortgage loans.                                  

Possible Prepayment Due to Inability       The ability of the trust fund to acquire subsequent mortgage loans  
to Acquire Subsequent Mortgage Loans       depends on the ability of the seller to originate or acquire        
                                           mortgage loans during the pre-funding period that meet the          
                                           eligibility criteria for subsequent mortgage loans as described in  
                                           this prospectus supplement. The ability of the seller to originate  
                                           or acquire subsequent mortgage loans will be affected by a number   
                                           of factors including prevailing interest rates, employment levels,  
                                           the rate of inflation and economic conditions generally.            

                                           If the amount on deposit in the pre-funding account cannot be used  
                                           to purchase subsequent mortgage loans by the end of the             
                                           pre-funding period, the amounts remaining on deposit in the         
                                           pre-funding account will be distributed to the holders of the       
                                           senior certificates as a prepayment on the first distribution date  
                                           after the pre-funding period.                                       

                                           The Class PO Certificates are likely to receive a prepayment on     
                                           the first distribution date after the end of the pre-funding        
                                           period.                                                             

Your Yield Will Be Affected by the         Approximately            % of the mortgage loans by pool principal  
Interest-Only Feature of Some of the       balance as of the cut-off date require monthly payments of only     
Mortgage Loans                             accrued interest for a substantial period of time after             
                                           origination. During the interest-only period, less principal will   
                                           be available for distribution to certificateholders than otherwise  
                                           would be the case. In addition, these loans may have a higher risk  
                                           of default after the interest-only period due to the larger         
                                           outstanding balance and the increased monthly payment necessary to  
                                           amortize fully the mortgage loan.                                   

                                           During the interest-only period, these mortgage loans may be less   
                                           likely to prepay since the perceived benefits from refinancing may  
                                           be less than if the mortgage loans were fully amortizing. As the    
                                           interest-only period approaches its end, however, these mortgage    
                                           loan may be more likely to be refinanced in order to avoid higher   
                                           monthly payments necessary to fully amortize the mortgage loans.    

Your Yield Will Be Affected by How         The timing of principal distributions on the certificates will be   
Distributions Are Allocated to the         affected by a number of factors, including:                         
Certificates                                                                                                   
                                           o  the extent of prepayments on the mortgage loans,                 

                                           o  how the classes of certificates receive payments of principal,   

                                           o  whether the servicer exercises its right, in its sole            
                                              discretion, to terminate the issuing entity,                     

                                           o  the rate and timing of payment defaults and losses on the        
                                              mortgage loans, and                                              

                                                    S-17                                                       

S-3
20th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 20th
                                           o  repurchases of mortgage loans for material breaches of           
                                              representations and warranties and due to modifications.         

                                           Because distributions on the certificates are dependent upon the    
                                           payments on the mortgage loans, we cannot guarantee the amount of   
                                           any particular payment or the amount of time that will elapse       
                                           before the issuing entity is terminated.                            

                                           See "Description of the Certificates-Principal," and "--Optional    
                                           Termination" in this prospectus supplement for a description of the 
                                           manner in which principal will be paid to the certificates. See "The
                                           Mortgage Pool-Representations by Seller; Repurchases, etc." in this 
                                           prospectus supplement for more information regarding the            
                                           repurchase of mortgage loans.                                       

Credit Enhancement May Not Be              [Except for the Class [   ] Certificates, the certificates are not  
Sufficient to Protect Senior Certificates  insured by any financial guaranty insurance policy.]  The           
from Losses                                subordination features of the issuing entity are intended to        
                                           enhance the likelihood that senior certificateholders will receive  
                                           regular payments of interest and principal, as applicable.          

                                           Subordination. Credit enhancement will be provided for the          
                                           certificates, first, by the right of the holders of certificates    
                                           to receive payments of principal before the classes subordinated    
                                           to them and, second, by the allocation of realized losses, other    
                                           than excess losses, on the mortgage loans to the subordinated       
                                           certificates in the inverse order of their priority of payment.     
                                           This form of credit enhancement uses collections on the mortgage    
                                           loans otherwise payable to holders of the subordinated classes to   
                                           pay amounts due on the more senior classes. Collections otherwise   
                                           payable to the subordinated classes comprise the sole source of     
                                           funds from which this type of credit enhancement is provided.       

                                           Allocation of Losses. Except as described below, realized losses    
                                           are allocated to the subordinated certificates, beginning with the  
                                           subordinated certificates with the lowest payment priority, until   
                                           the principal amount of that class has been reduced to zero.        
                                           Subsequent realized losses will be allocated to the next most       
                                           junior classes of subordinated certificates sequentially, until     
                                           the principal balances of each succeeding class has been reduced    
                                           to zero. Accordingly, if the aggregate principal balance of each    
                                           class of subordinated certificates were to be reduced to zero,      
                                           delinquencies and defaults on the mortgage loans would reduce the   
                                           amount of funds available for monthly distributions to holders of   
                                           the senior certificates. Furthermore, the classes of subordinated   
                                           certificates will provide only limited protection against some      
                                           categories of losses such as special hazard losses, bankruptcy      
                                           losses and fraud losses in excess of the amounts specified in this  
                                           prospectus supplement. Any losses in excess of those amounts will   
                                           be allocated proportionately to each class of certificates (other   
                                           than the notional amount certificates and the Class P               
                                           Certificates), even if the principal balance of each class of       
                                           subordinated certificates has not been reduced to zero.             

                                           Any realized losses, including excess losses, allocable to the      
                                           Class                                                               

                                                    S-18                                                       

S-3
21st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 21st
                                           [ ] Certificates will be covered by the Class [ ] Policy.           

                                           See "Credit Enhancement-Subordination" and "Description of the      
                                           Certificates-Allocation of Losses" in this prospectus supplement.   

[Difference Between Mortgage Rates and     The pass-through rates on the adjustable rate certificates may      
Adjustable Certificate Pass-Through        adjust monthly and are generally based on one-month LIBOR.  The     
May Reduce Excess Interest                 mortgage rates on the mortgage loans either are fixed or adjust     
                                           semi-annually based on six-month LIBOR, which is referred to as a   
                                           mortgage index, but in most cases only after a period of two or     
                                           three years after origination. Because the mortgage index may       
                                           respond to various economic and market factors different than       
                                           those affecting one-month LIBOR, there is not necessarily a         
                                           correlation in movement between the interest rates on those         
                                           mortgage loans and the pass-through rates of the adjustable rate    
                                           certificates. For example, it is possible that the interest rates   
                                           on certain of the adjustable rate mortgage loans may decline while  
                                           the pass-through rates on the adjustable rate certificates are      
                                           stable or rising. In addition, although it is possible that both    
                                           the mortgage rates and certificate pass-through rates may decline   
                                           or increase during the same period, mortgage rates may decline or   
                                           increase more slowly than the certificate pass-through rates        
                                           because of the difference between interest rate adjustment periods  
                                           and pass-through rate adjustment periods. An increase in the        
                                           interest rates on certain of the adjustable rate mortgage loans     
                                           while the pass-through rates on the adjustable rate certificates    
                                           are stable or rising, could result in less amounts being available  
                                           as excess interest.]                                                

Certain Interest Shortfalls Will Be        Your certificates may be subject to certain shortfalls in interest  
Allocated to the Certificates              collections arising from the application of the Servicemembers      
                                           Civil Relief Act and similar state and local laws (referred to in   
                                           this prospectus supplement as the Relief Act). The Relief Act       
                                           provides relief to borrowers who enter active military service and  
                                           to borrowers in reserve status who are called to active duty after  
                                           the origination of their mortgage loan. The Relief Act provides     
                                           generally that these borrowers may not be charged interest on a     
                                           mortgage loan in excess of 6% per annum during the period of the    
                                           borrower's active duty. These shortfalls are not required to be     
                                           paid by the borrower at any future time, will not be advanced by    
                                           the servicer, and will reduce accrued interest on each class of     
                                           certificates on a pro rata basis. In addition, the Relief Act       
                                           imposes certain limitations that would impair the servicer's        
                                           ability to foreclose on an affected mortgage loan during the        
                                           borrower's period of active service and, under some circumstances,  
                                           during an additional period thereafter.                             

                                           [Investors in the Class [ ] Certificates should be aware that the   
                                           Class [ ] Policy will not cover interest shortfalls attributable to 
                                           prepayments on the mortgage loans or interest shortfalls related to 
                                           Relief Act reductions. Any reduction in the interest entitlement    
                                           for the Class [ ] Certificates as a result of prepayment interest   
                                           shortfalls or Relief Act reductions will be covered only to the     
                                           extent of amounts on deposit in the reserve fund.]                  

                                           Your certificates also may be subject to other shortfalls in        
                                           collections of interest as described in this prospectus supplement  
                                           under                                                               

                                                    S-19                                                       

S-3
22nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 22nd
                                           "Description of the Certificates-Interest."                         

Certificates May Not Be Appropriate For    The offered certificates may not be an appropriate investment for   
Some Investors                             investors who do not have sufficient resources or expertise to      
                                           evaluate the particular characteristics of the applicable class of  
                                           offered certificates. This may be the case because, among other     
                                           things:                                                             

                                           o  The yield to maturity of offered certificates purchased at a     
                                              price other than par will be sensitive to the uncertain rate     
                                              and timing of principal prepayments on the mortgage loans;       

                                           o  The rate of principal distributions on and the weighted average  
                                              lives of the offered certificates will be sensitive to the       
                                              uncertain rate and timing of principal prepayments on the        
                                              mortgage loans and the priority of principal distributions       
                                              among the classes of certificates. Accordingly, the offered      
                                              certificates may be an inappropriate investment if you require   
                                              a distribution of a particular amount of principal on a          
                                              specific date or an otherwise predictable stream of              
                                              distributions;                                                   

                                           o  You may not be able to reinvest distributions on an offered      
                                              certificate (which, in general, are expected to be greater       
                                              during periods of relatively low interest rates) at a rate at    
                                              least as high as the pass-through rate applicable to your        
                                              certificate; or                                                  

                                           o  A secondary market for the offered certificates may not develop  
                                              or provide certificateholders with liquidity of investment.      

Individuals and Certain Entities Should    The fees and non-interest expenses of a REMIC will be allocated pro 
Not Invest in the Class A-R Certificates   rata to the Class A-R Certificates.  Individuals, however, will     
                                           only be able to deduct these expenses as miscellaneous itemized     
                                           deductions, which are subject to numerous restrictions and          
                                           limitations under the Internal Revenue Code of 1986, as amended.    
                                           Therefore, the Class A-R Certificates generally are not             
                                           appropriate investments for individuals, estates, trusts            
                                           beneficially owned by any individual or estates and pass-through    
                                           entities having any individual, estate or trust as a shareholder,   
                                           member or partner.                                                  

Geographic Concentration Increases Risk    Approximately        % of the mortgage loans by pool principal      
That Certificate Yields Could Be           balance as of the cut-off date are secured by property in           
Impaired                                   [California]. Property in [California] may be more susceptible than 
                                           homes located in other parts of the country to some types of        
                                           uninsurable hazards, such as [earthquakes, floods, mudslides] and   
                                           other natural disasters. In addition,                               

                                           o  economic conditions in [California] (which may or may not        
                                              affect real property values) may affect the ability of           
                                              borrowers to repay their loans on time;                          

                                           o  declines in the [California] residential real estate market may  
                                              reduce the values of properties located in [California], which   
                                              would result in an increase in the loan-to-value ratios.         
                                              Mortgage loans with higher loan-to-value ratios may present a    
                                              greater risk of default and, in the case of defaults, an         
                                              increase in the severity                                         

                                                    S-20                                                       

S-3
23rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 23rd
                                              of losses; and                                                   

                                           o  any increase in the market value of properties located in        
                                              [California] would reduce the loan-to-value ratios and could,    
                                              therefore, make alternative sources of financing available to    
                                              the borrowers at lower interest rates, which could result in an  
                                              increased rate of prepayment of the mortgage loans.              

                              S-21

S-3
24th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 24th
THE MORTGAGE POOL 

General                                                                         

    Set forth below and in Annex A hereto is certain statistical information
based on scheduled principal balances as of [      ] 200[ ], [which is the      
"Statistical Calculation Date,"] concerning a pool of mortgage loans [that the  
depositor, IndyMac MBS, Inc., believes is representative of the mortgage        
loans] to be included in the issuing entity. [This pool of mortgage loans is    
referred to as the "Statistical Calculation Pool," and the mortgage loans are   
referred to as the "Statistical Calculation Pool Mortgage Loans."]              

    The depositor will purchase the mortgage loans in the mortgage pool from
the sponsor, IndyMac Bank, F.S.B. ("IndyMac Bank"), pursuant to a pooling and   
servicing agreement dated as of the cut-off date among [IndyMac Bank], as       
seller and servicer, the depositor and [Deutsche Bank National Trust Company],  
as trustee, and will cause the mortgage loans to be assigned to the trustee     
for the benefit of holders of the certificates (such mortgage loans, the        
"Mortgage Loans").                                                              

Under the pooling and servicing agreement, the seller will make     
representations, warranties and covenants to the depositor relating to, among   
other things, the due execution and enforceability of the pooling and           
servicing agreement and certain characteristics of the Mortgage Loans and,      
subject to the limitations described below in this prospectus supplement under  
"--Assignment of Mortgage Loans" and "--Representations by Seller;              
Repurchases, etc." the seller will be obligated to repurchase or substitute a   
similar mortgage loan for any Mortgage Loan as to which there exists deficient  
documentation that materially and adversely affects the interests of the        
certificateholders in the related Mortgage Loan or as to which there has been   
an uncured breach of any representation or warranty relating to the             
characteristics of the Mortgage Loans that materially and adversely affects     
the interests of the certificateholders in that Mortgage Loan. The seller will  
represent and warrant to the depositor in the pooling and servicing agreement   
that the Mortgage Loans were selected from among the outstanding one- to        
four-family mortgage loans in the seller's portfolio as to which the            
representations and warranties set forth in the pooling and servicing           
agreement can be made and that the selection was not made in a manner intended  
to affect the interests of the certificateholders adversely. See "Mortgage      
Loan Program--Representations by Seller; Repurchases, etc." in the prospectus.  
Under the pooling and servicing agreement, the depositor will assign all its    
right, title and interest in and to those representations, warranties and       
covenants (including the seller's repurchase obligation) to the trustee for     
the benefit of the certificateholders. The depositor will make no               
representations or warranties with respect to the Mortgage Loans and will have  
no obligation to repurchase or substitute Mortgage Loans with deficient         
documentation or that are otherwise defective. IndyMac Bank is selling the      
Mortgage Loans without recourse and will have no obligation with respect to     
the certificates in its capacity as seller other than the repurchase or         
substitution obligations described above. The obligations of IndyMac Bank, as   
servicer, with respect to the certificates are limited to the servicer's        
contractual servicing obligations under the pooling and servicing agreement.    

 The depositor believes that the cut-off date information set forth in
this prospectus supplement regarding the Mortgage Loans is representative of    
the characteristics of the Mortgage Loans to be delivered on the closing date.  
Certain Mortgage Loans, however, may prepay or may be determined not to meet    
the eligibility requirements for inclusion in the final pool. A limited number  
of Mortgage Loans may be added to or substituted for the Mortgage Loans         
described in this prospectus supplement, although any addition or substitution  
will not result in a material difference in the pool of Mortgage Loans. As a    
result, the cut-off date information regarding the Mortgage Loans actually      
delivered on the closing date may vary from the cut-off date information        
regarding the Mortgage Loans presented in this prospectus supplement.           

S-22  

S-3
25th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 25th
    The mortgage pool consists of approximately [    ] Mortgage Loans. As of
the cut-off date, the aggregate Stated Principal Balance of the Mortgage Loans  
was approximately $        , which is referred to as the "cut-off date pool     
principal balance."                                                             

  All of the Mortgage Loans to be included in the issuing entity will be
evidenced by promissory notes (the "Mortgage Notes"). The Mortgage Notes will   
be secured by first lien deeds of trust, security deeds or mortgages on one-    
to four-family residential properties (the "Mortgaged Properties"). The         
Mortgaged Properties in the Statistical Calculation Pool are located in [  ]    
states and the District of Columbia.                                            

    [Scheduled monthly payments made by the mortgagors on the Mortgage Loans
("Scheduled Payments") either earlier or later than the scheduled due dates     
thereof will not affect the amortization schedule or the relative application   
of the payments to principal and interest. All of the Mortgage Notes will       
provide for a [fifteen (15)] day grace period for monthly payments. A           
Scheduled Payment with respect to a Mortgage Loan is generally considered       
"delinquent" if the mortgagor fails to make the Scheduled Payment prior to the  
due date occurring immediately after the due date on which the Scheduled        
Payment was originally due. None of the Mortgage Loans will be more than one    
payment delinquent on a contractual basis as of the related Cut-off Date.]      

Approximately [  ]% of the Mortgage Loans by the cut-off date pool  
principal balance will provide for the amortization of the amount financed      
over a series of substantially equal monthly payments. The remaining % of the   
Mortgage Loans by cut-off date pool principal balance will provide that the     
related mortgagors pay only interest on the principal balances of these         
Mortgage Loans for the first [ten] years after their origination, but require   
the entire principal balances of these Mortgage Loans to be fully amortized     
over the related remaining term of the Mortgage Loans (the "Interest Only       
Loans"). All of the Mortgage Loans provide for payments due on the first day    
of each month (the "Due Date"). At origination, substantially all of the        
Mortgage Loans had stated terms to maturity of 30 years. Scheduled monthly      
payments made by the mortgagors on the Mortgage Loans (referred to as           
scheduled payments) either earlier or later than their scheduled Due Dates      
will not affect the amortization schedule or the relative application of the    
payments to principal and interest.                                             

     Except for approximately          % of the Mortgage Loans by cut-off date
pool principal balance, the mortgagors may prepay their Mortgage Loans at any   
time without paying a prepayment charge. For substantially all of the Mortgage  
Loans that impose a prepayment charge, the prepayment charge applies to         
principal prepayments of more than 20% of the original principal balance in     
any twelve-month period during a period that can be as short as the first one   
year or as long as the first [three] years after origination of the applicable  
Mortgage Loan. The charge is equal to six month's interest on the amount        
prepaid in excess of the 20% threshold. The holders of the Class P              
Certificates will be entitled to all prepayment charges received on the         
Mortgage Loans, and those amounts will not be available for distribution on     
the other classes of certificates. Under certain circumstances, as described    
in the pooling and servicing agreement, the Servicer may waive the payment of   
any otherwise applicable prepayment charge. Investors should conduct their own  
analysis of the effect, if any, that the prepayment charges, and decisions by   
the Servicer with respect to the waiver thereof, may have on the prepayment     
performance of the Mortgage Loans. The depositor makes no representations as    
to the effect that the prepayment charges, and decisions by the Servicer with   
respect to the waiver thereof, may have on the prepayment performance of the    
Mortgage Loans.                                                                 

   Each Mortgage Loan was originated on or after              . The latest
stated maturity date of any Mortgage Loan is               . The earliest       
stated maturity date of any Mortgage Loan is          .                         

S-23  

S-3
26th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 26th
    [No] Mortgage Loan was subject to buydown agreements. [No] Mortgage Loan
provides for deferred interest or negative amortization.                        

  At origination, all of the Mortgage Loans had a Loan-to-Value Ratio of
[95]% or less. Except for approximately     % of the Mortgage Loans by cut-off  
date pool principal balance, each of the Mortgage Loans with a Loan-to-Value    
Ratio at origination of greater than 80% will be covered by a primary mortgage  
guaranty insurance policy issued by a mortgage insurance company acceptable to  
Fannie Mae or Freddie Mac. [With respect to approximately % of the Mortgage     
Loans (by cut-off date pool principal balance), the lender (rather than the     
borrower) acquired the primary mortgage guaranty insurance and charged the      
related borrower an interest premium. Except for these lender acquired          
mortgage insurance Mortgage Loans, no primary mortgage insurance policy will    
be required with respect to any Mortgage Loan after the date on which the       
Loan-to-Value Ratio of a Mortgage Loan is 80% or less (either because of        
principal payments on the Mortgage Loan or because of a new appraisal of the    
mortgaged property). The primary mortgage guaranty insurance policy will be     
maintained for the life of the lender acquired mortgage insurance mortgage      
loans, unless otherwise prohibited by law. See " --Underwriting Standards" in   
this prospectus supplement.                                                     

The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is a 
fraction, expressed as a percentage, the numerator of which is the principal    
balance of that Mortgage Loan at the date of determination and the denominator  
of which is                                                                     

 o   in the case of a purchase, the lesser of the selling price of the
     mortgaged property or its appraised value at the time of sale, or

o   in the case of a refinance, the appraised value of the mortgaged
property at the time of the refinance.                      

  No assurance can be given that the value of any mortgaged property has
remained or will remain at the level that existed on the appraisal or sales     
date. If residential real estate values generally or in a particular            
geographic area decline, the Loan-to-Value Ratios might not be a reliable       
indicator of the rates of delinquencies, foreclosures and losses that could     
occur with respect to the Mortgage Loans.                                       

    "FICO Credit Scores" are obtained by many mortgage lenders in connection
with mortgage loan applications to help assess a borrower's creditworthiness.   
FICO Credit Scores are generated by models developed by a third party that      
analyze data on consumers in order to establish patterns that are believed to   
be indicative of the borrower's probability of default. The FICO Credit Score   
is based on a borrower's historical credit data, including, among other         
things, payment history, delinquencies on accounts, levels of outstanding       
indebtedness, length of credit history, types of credit, and bankruptcy         
experience. FICO Credit Scores range from approximately 300 to approximately    
850, with higher scores indicating an individual with a more favorable credit   
history compared to an individual with a lower score. A FICO Credit Score,      
however, purports only to be a measurement of the relative degree of risk a     
borrower represents to a lender, i.e., that a borrower with a higher score is   
statistically expected to be less likely to default in payment than a borrower  
with a lower score. In addition, it should be noted that FICO Credit Scores     
were developed to indicate a level of default probability over a two-year       
period that does not correspond to the life of a mortgage loan. Furthermore,    
FICO Credit Scores were not developed specifically for use in connection with   
mortgage loans, but for consumer loans in general. Therefore, a FICO Credit     
Score does not take into consideration the effect of mortgage loan              
characteristics (which may differ from consumer loan characteristics) on the    
probability of repayment by the borrower. There can be no assurance that a      
FICO Credit Score will be an accurate predictor of the likely risk or quality   
of a mortgage loan.                                                             

S-24  

S-3
27th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 27th
Assignment of the Mortgage Loans                                                

    Pursuant to the pooling and servicing agreement, on the closing date the
depositor will assign without recourse to the trustee in trust for the benefit  
of the certificateholders all interest of the depositor in each Mortgage Loan   
and all interest in all other assets included in [Residential Asset             
Securitization Trust][IndyMac INDX Mortgage Loan Trust] 200[ ]-[A][AR][IP] .    
This assignment will include all scheduled payments received on account of the  
Mortgage Loans that were due after the cut-off date but will not include any    
scheduled payments due on or before the cut-off date.                           

  In connection with the assignment of the Mortgage Loans, the depositor
will deliver or cause to be delivered to the trustee the mortgage file, which   
contains among other things, the original mortgage note (and any modification   
or amendment to it) endorsed in blank without recourse, except that the         
depositor may deliver or cause to be delivered a lost note affidavit in lieu    
of any original mortgage note that has been lost, the original mortgage         
creating a first lien on the related mortgaged property with evidence of        
recording indicated thereon, an assignment in recordable form of the mortgage,  
the title policy with respect to the related mortgaged property and, if         
applicable, all recorded intervening assignments of the mortgage and any        
riders or modifications to the mortgage note and mortgage (except for any       
documents not returned from the public recording office, which will be          
delivered to the trustee as soon as they are available to the depositor). With  
respect to up to [  ]% of the Mortgage Loans, the depositor may deliver all or  
a portion of each related mortgage file to the trustee not later than business  
days after the closing date. Assignments of the Mortgage Loans to the trustee   
(or its nominee) generally will not be recorded in a public office for real     
property records in California and other states where, in the opinion of        
counsel, recording is not required to protect the trustee's interest in the     
Mortgage Loan against the claim of any subsequent transferee or any successor   
to or creditor of the depositor or the seller. Under certain circumstances      
specified in the pooling and servicing agreement, the assignments will be       
recorded (at the Servicer's expense).                                           

    The trustee will review each mortgage file within 90 days of the closing
date (or promptly after the trustee's receipt of any document permitted to be   
delivered after the closing date) and if any document in a mortgage file is     
found to be missing or defective in a material respect adverse to the           
interests of the certificateholders in the related Mortgage Loan and the        
seller does not cure the defect within 90 days of notice of the defect from     
the trustee (or within such longer period not to exceed 720 days after the      
closing date as provided in the pooling and servicing agreement in the case of  
missing documents not returned from the public recording office), the seller    
will be obligated to repurchase the related Mortgage Loan from the issuing      
entity. The trustee will hold the Mortgage Loan documents in trust for the      
benefit of the certificateholders in accordance with its customary procedures,  
including storing the documents in fire-resistant facilities. Rather than       
repurchase the Mortgage Loan as provided above, the seller may remove the       
Mortgage Loan (referred to as a deleted Mortgage Loan) from the issuing entity  
and substitute in its place another Mortgage Loan (referred to as a             
replacement Mortgage Loan); however, substitution is permitted only within two  
years of the closing date and may not be made unless an opinion of counsel is   
provided to the trustee to the effect that the substitution will not            
disqualify any REMIC or result in a prohibited transaction tax under the Code.  
Any replacement Mortgage Loan generally will, on the date of substitution,      
among other characteristics set forth in the pooling and servicing agreement,   

  o  have a principal balance, after deduction of all scheduled payments
       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 (the amount of any shortfall to be deposited by the seller in
the Certificate Account and held for distribution to the      
      certificateholders on the related Distribution Date (a "Substitution
Adjustment Amount")),                                         

S-25  

S-3
28th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 28th
  o  have a Mortgage Rate not lower than, and not more than 1% per annum
higher than, that of the deleted Mortgage Loan,               

o  have a Loan-to-Value Ratio not higher than that of the deleted   
Mortgage Loan,                                                

    o  have a remaining term to maturity not greater than (and not more than
one year less than) that of the deleted Mortgage Loan, and    

 o  comply with all of the representations and warranties set forth in
     the pooling and servicing agreement as of the date of substitution.

 This cure, repurchase or substitution obligation constitutes the sole
remedy available to certificateholders or the trustee for a material omission   
of, or a material defect in, a mortgage loan document.                          

 Notwithstanding the foregoing, in lieu of providing the duly executed
assignment of the mortgage to the trustee and the original recorded assignment  
or assignments of the mortgage together with all interim recorded assignments   
of such mortgage, above, the depositor may at its discretion provide evidence   
that the related mortgage is held through the MERS(R) System. In addition, the  
mortgages for some or all of the Mortgage Loans in the issuing entity that are  
not already held through the MERS(R) System may, at the discretion of the       
Servicer, in the future be held through the MERS(R) System. For any mortgage    
held through the MERS(R) System, the mortgage is recorded in the name of        
Mortgage Electronic Registration Systems, Inc., or MERS, as nominee for the     
owner of the Mortgage Loan, and subsequent assignments of the mortgage were,    
or in the future may be, at the discretion of the Servicer, registered          
electronically through the MERS(R) System. For each of the Mortgage Loans,      
MERS serves as mortgagee of record on the mortgage solely as a nominee in an    
administrative capacity on behalf of the trustee, and does not have any         
interest in the Mortgage Loan.                                                  

Conveyance of Subsequent Mortgage Loans                                         

On the closing date, the excess of the aggregate Class Certificate  
Balance of the certificates over the aggregate Stated Principal Balance of the  
Closing Date Mortgage Loans on the initial cut-off date (which excess is not    
expected to exceed approximately $[ ]) will be deposited into a pre-funding     
account (the "pre-funding account") established and maintained by the trustee   
on behalf of the certificateholders. During the pre-funding period, the         
depositor is expected to purchase mortgage loans acquired by the seller after   
the closing date from the seller and sell those Subsequent Mortgage Loans to    
the issuing entity as described below. The purchase price for each Subsequent   
Mortgage Loan will equal the Stated Principal Balance of such Subsequent        
Mortgage Loan as of the later of the date of origination of the Subsequent      
Mortgage Loan and the first day of the month in which the Subsequent Mortgage   
Loan is added to the issuing entity, and will be paid from the pre-funding      
account. Accordingly, the purchase of Subsequent Mortgage Loans will decrease   
the amount on deposit in the pre-funding account and increase the aggregate     
Stated Principal Balance of the Mortgage Loans. Pursuant to the pooling and     
servicing agreement and a subsequent transfer agreement to be executed by the   
seller, the depositor and the trustee, the conveyance of Subsequent Mortgage    
Loans may be made on any business day during the pre-funding period, subject    
to certain conditions in the pooling and servicing agreement being satisfied    
as certified by the depositor, including that:                                  

 o  Subsequent Mortgage Loans conveyed on the subsequent transfer date
    satisfy the same representations and warranties in the pooling and
servicing agreement applicable to all mortgage loans,         

S-26  

S-3
29th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 29th
o  the Subsequent Mortgage Loans conveyed on the subsequent transfer
      date were selected in a manner reasonably believed not to be adverse
to the interests of certificateholders,                       

o  the trustee receives an opinion of counsel with respect to the   
      validity of the conveyance of the Subsequent Mortgage Loans conveyed
       on the subsequent transfer date and the absence of any adverse effect
on any REMIC,                                                 

o  the conveyance of the Subsequent Mortgage Loans on the subsequent
   transfer date will not result in a reduction or withdrawal of any
ratings assigned to the offered certificates,                 

   o  no Subsequent Mortgage Loan conveyed on the subsequent transfer date
was delinquent more than one payment,                         

   o  the aggregate of the PO Percentages of the Stated Principal Balances
     of all Subsequent Mortgage Loans (also referred to as the "Class PO
Sublimit Amount") will be no greater than $100,000;           

o  each Subsequent Mortgage Loan conveyed on the subsequent transfer
    date is secured by a first lien on the related mortgaged property,

o  following the conveyance of the Subsequent Mortgage Loans on the 
     subsequent transfer date, the characteristics of the Mortgage Loans
    following such conveyance will remain substantially similar to the
 characteristics of the Initial Mortgage Loans as of the Initial
Cut-off Date, and                                             

o  following the final conveyance of the Subsequent Mortgage Loans, 
    cash-out refinance loans will comprise not more than 55.00% of the
final pool principal balance.                                 

THE SELLER  

    IndyMac Bank, F.S.B. ("IndyMac Bank") will be the seller of the Mortgage
Loans. The principal executive offices of the Seller are located at 155 North   
Lake Avenue, Pasadena, California 91101. IndyMac Bank is a wholly-owned         
subsidiary of IndyMac Intermediate Holdings, Inc., which is a wholly-owned      
subsidiary of IndyMac Bancorp, Inc. The business now operated by IndyMac Bank   
began in 1993. On July 1, 2000, this business was transferred by a predecessor  
company to IndyMac Bank and began operation as a federal savings bank           

Origination Process                                                             

   IndyMac Bank acquires mortgage loans principally through four channels:
mortgage professionals, consumer direct, correspondent and conduit. IndyMac     
Bank also acquires a relatively small number of mortgage loans through other    
channels.                                                                       

 Mortgage professionals: Mortgage brokers, mortgage bankers, financial
institutions and homebuilders who have taken applications from prospective      
borrowers and submitted those applications to IndyMac Bank.                     

 Consumer direct: Mortgage loans initiated through direct contact with
the borrower. This contact may arise from internet advertising and IndyMac      
Bank website traffic, affinity relationships, company referral programs,        
realtors and through its Southern California retail banking branches.           

S-27  

S-3
30th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 30th
Correspondent: Mortgage brokers, mortgage bankers, financial        
institutions and homebuilders who sell previously funded mortgage loans to      
IndyMac Bank.                                                                   

Conduit: IndyMac Bank acquires pools of mortgage loans in negotiated
transactions either with the original mortgagee or an intermediate owner of     
the mortgage loans.                                                             

IndyMac Bank approves each mortgage loan seller prior to the initial
transaction on the basis of the seller's financial and management strength,     
reputation and prior experience. Sellers are periodically reviewed and if       
their performance, as measured by compliance with the applicable loan sale      
agreement, is unsatisfactory, IndyMac Bank will cease doing business with       
them.                                                                           

Underwriting Process                                                            

Mortgage loans that are acquired by IndyMac Bank are underwritten by
IndyMac Bank according to IndyMac Bank's underwriting guidelines, which also    
accept mortgage loans meeting Fannie Mae or Freddie Mac guidelines regardless   
of whether such mortgage loans would otherwise meet IndyMac Bank's guidelines,  
or pursuant to an exception to those guidelines based on IndyMac Bank's         
procedures for approving such exceptions. Conventional mortgage loans are       
loans that are not insured by the FHA or partially guaranteed by the VA.        
Conforming mortgage loans are loans that qualify for sale to Fannie Mae and     
Freddie Mac, whereas non-conforming mortgage loans are loans that do not so     
qualify. Non-conforming mortgage loans originated or purchased by IndyMac Bank  
pursuant to its underwriting programs typically differ from conforming loans    
primarily with respect to loan-to-value ratios, borrower income, required       
documentation, interest rates, borrower occupancy of the mortgaged property     
and/or property types. To the extent that these programs reflect underwriting   
standards different from those of Fannie Mae and Freddie Mac, the performance   
of loans made pursuant to these different underwriting standards may reflect    
higher delinquency rates and/or credit losses.                                  

IndyMac Bank has two principal underwriting methods designed to be  
responsive to the needs of its mortgage loan customers: traditional             
underwriting and e-MITS (Electronic Mortgage Information and Transaction        
System) underwriting. E-MITS is an automated, internet-based underwriting and   
risk-based pricing system. IndyMac Bank believes that e-MITS generally enables  
it to estimate expected credit loss, interest rate risk and prepayment risk     
more objectively than traditional underwriting and also provides consistent     
underwriting decisions. IndyMac Bank has procedures to override an e-MITS       
decision to allow for compensating factors.                                     

IndyMac Bank's underwriting criteria for traditionally underwritten 
mortgage loans includes an analysis of the borrower's credit history, ability   
to repay the mortgage loan and the adequacy of the mortgaged property as        
collateral. Traditional underwriting decisions are made by individuals          
authorized to consider compensating factors that would allow mortgage loans     
not otherwise meeting IndyMac Bank's guidelines.                                

 In determining a borrower's FICO Credit Score, IndyMac Bank generally
selects the middle credit score of the scores provided by each of the three     
major U.S. credit repositories (Equifax, TransUnion and Experian) for each      
borrower, and then selects the lowest of these scores. In some instances,       
IndyMac Bank selects the middle score of the borrower with the largest amount   
of qualifying income among all of the borrowers on the mortgage loan. A FICO    
Credit Score might not be available for a borrower due to insufficient credit   
information on file with the credit repositories. In these situations, IndyMac  
Bank will establish a borrower's credit history through documentation of        
alternative sources of credit such as utility payments, auto insurance          
payments and rent payments. In addition to the FICO Credit Score, other         
information regarding a borrower's credit quality is considered in the loan     
approval process, such as the number and degree of any late mortgage or rent    
payments within the                                                             

S-28  

S-3
31st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 31st
preceding 12-month period, the age of any foreclosure action against any        
property owned by the borrower, the age of any bankruptcy action, the number    
of seasoned tradelines reflected on the credit report and any outstanding       
judgments, liens, charge-offs or collections.                                   

For each mortgage loan with a Loan-to-Value Ratio at origination    
exceeding 80%, IndyMac Bank will usually require a primary mortgage guarantee   
insurance policy that conforms to the guidelines of Fannie Mae and Freddie      
Mac. After the date on which the Loan-to-Value Ratio of a mortgage loan is 80%  
or less, either because of principal payments on the mortgage loan or because   
of a new appraisal of the mortgaged property, no primary mortgage guaranty      
insurance policy will be required on that mortgage loan.                        

    All of the insurers that have issued primary mortgage guaranty insurance
policies with respect to the mortgage loans meet Fannie Mae's or Freddie Mac's  
standards or are acceptable to the Rating Agencies. In some circumstances,      
however, IndyMac Bank does not require primary mortgage guaranty insurance on   
mortgage loans with Loan-to-Value Ratios greater than 80%.                      

IndyMac Bank purchases loans that have been originated under one of 
seven documentation programs: Full/Alternate, FastForward, Limited, Stated      
Income, No Ratio, No Income/No Asset and No Doc. In general, documentation      
types that provide for less than full documentation of employment, income and   
liquid assets require higher credit quality and have lower loan-to-value        
ratios and loan amount limits.                                                  

Under the Full/Alternate Documentation Program, the prospective     
borrower's employment, income and assets are verified through written           
documentation such as tax returns, pay stubs or W-2 forms. Generally, a         
two-year history of employment or continuous source of income is required to    
demonstrate adequacy and continuance of income. Borrowers applying under the    
Full/Alternate Documentation Program may, based on certain loan                 
characteristics and higher credit quality, qualify for IndyMac Bank's           
FastForward program and be entitled to income and asset documentation relief.   
Borrowers who qualify for FastForward must state their income, provide a        
signed Internal Revenue Service Form 4506 (authorizing IndyMac Bank to obtain   
copies of their tax returns), and state their assets; IndyMac Bank does not     
require any verification of income or assets under this program.                

The Limited Documentation Program is similar to the Full/Alternate  
Documentation Program except that borrowers generally must document income and  
employment for one year (rather than two, as required by the Full/Alternate     
Documentation Program). Borrowers under the Limited Documentation Program may   
use bank statements to verify their income and employment. If applicable,       
written verification of a borrower's assets is required under this program.     

  The Stated Income Documentation Program requires prospective borrowers
to provide information regarding their assets and income. Information           
regarding a borrower's assets, if applicable, is verified through written       
communications. Information regarding income is not verified and employment     
verification may not be written.                                                

The No Ratio Program requires prospective borrowers to provide      
information regarding their assets, which is then verified through written      
communications. The No Ratio Program does not require prospective borrowers to  
provide information regarding their income, but employment may not be written.  

Under the No Income/No Asset Documentation Program and the No Doc   
Documentation Program, emphasis is placed on the credit score of the            
prospective borrower and on the value and adequacy of the mortgaged property    
as collateral, rather than on the income and the assets of the                  

S-29  

S-3
32nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 32nd
prospective borrower. Prospective borrowers are not required to provide         
information regarding their assets or income under either program, although     
under the No Income/No Asset Documentation Program, employment is orally        
verified.                                                                       

    IndyMac Bank generally will re-verify income, assets, and employment for
mortgage loans it acquires through the wholesale channel, but not for mortgage  
loans acquired through other channels.                                          

    Maximum loan-to-value and combined loan-to-value ratios and loan amounts
are established according to the occupancy type, loan purpose, property type,   
FICO Credit Score, number of previous late mortgage payments, and the age of    
any bankruptcy or foreclosure actions. Additionally, maximum total monthly      
debt payments-to-income ratios and cash-out limits may be applied. Other        
factors may be considered in determining loan eligibility such as a borrower's  
residency and immigration status, whether a non-occupying borrower will be      
included for qualification purposes, sales or financing concessions included    
in any purchase contract, the acquisition cost of the property in the case of   
a refinance transaction, the number of properties owned by the borrower, the    
type and amount of any subordinate mortgage, the amount of any increase in the  
borrower's monthly mortgage payment compared to previous mortgage or rent       
payments and the amount of disposable monthly income after payment of all       
monthly expenses.                                                               

  To determine the adequacy of the property to be used as collateral, an
appraisal is generally made of the subject property in accordance with the      
Uniform Standards of Profession Appraisal Practice. The appraiser generally     
inspects the property, analyzes data including the sales prices of comparable   
properties and issues an opinion of value using a Fannie Mae/Freddie Mac        
appraisal report form, or other acceptable form. In some cases, an automated    
valuation model (AVM) may be used in lieu of an appraisal. AVMs are computer    
programs that use real estate information, such as demographics, property       
characteristics, sales prices, and price trends to calculate a value for the    
specific property. The value of the property, as indicated by the appraisal or  
AVM, must support the loan amount.                                              

Underwriting procedures vary by channel of origination. Generally,  
mortgage loans originated through the mortgage professional channel will be     
submitted to e-MITS for assessment and subjected to a full credit review and    
analysis. Mortgage loans that do not meet IndyMac Bank's guidelines may be      
manually re-underwritten and approved under an exception to those underwriting  
guidelines. Mortgage loans originated through the consumer direct channel are   
subjected to essentially the same procedures, modified as necessary to reflect  
the fact that no third-party contributes to the preparation of the credit       
file.                                                                           

  IndyMac Bank currently operates two mortgage loan purchase programs as
part of its correspondent channel:                                              

  1. Prior Approval Program. Under this program, IndyMac Bank performs a
full credit review and analysis of each mortgage loan generally with the same   
procedures used for mortgage loans originated through the mortgage              
professionals channel. Only after IndyMac Bank issues an approval notice to a   
loan originator is a mortgage loan eligible for purchase pursuant to this       
program.                                                                        

 2. Preferred Delegated Underwriting Program. Under this program, loan
originators that meet certain eligibility requirements are allowed to tender    
mortgage loans for purchase without the need for IndyMac Bank to verify         
mortgagor information. The eligibility requirements for participation in the    
Preferred Delegated Underwriting Program vary based on the net worth of the     
loan originators with more stringent requirements imposed on loan originators   
with a lower net worth. Loan originators are required to submit a variety of    
information to IndyMac Bank for review, including their current audited         
financial statements, their quality control policies and procedures, their      
current errors and omissions/fidelity insurance coverage evidencing blanket     
coverage in a minimum amount of $300,000, at least three                        

S-30  

S-3
33rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 33rd
underwriters' resumes showing at least three years experience or a direct       
endorsement designation, and at least two references from mortgage insurance    
companies. Loan originators are required to have an active, traditional         
warehouse line of credit, which is verified together with the bailee letter     
and wire instructions. IndyMac Bank requires each loan originator to be         
recertified on an annual basis to ensure that it continues to meet the minimum  
eligibility guidelines for the Preferred Delegated Underwriting Program.        

  Under the Preferred Delegated Underwriting Program, each eligible loan
originator is required to underwrite mortgage loans in compliance with IndyMac  
Bank's underwriting guidelines usually by use of e-MITS or, infrequently, by    
submission of the mortgage loan to IndyMac Bank for traditional underwriting.   
A greater percentage of mortgage loans purchased pursuant to this program are   
selected for post-purchase quality control review than for the other program.   

Mortgage loans originated through the conduit channel were generally
initially underwritten by the seller to the seller's underwriting guidelines.   
IndyMac Bank reviews each seller's guidelines for acceptability, and these      
guidelines generally meet industry standards and incorporate many of the same   
factors used by Fannie Mae, Freddie Mac and IndyMac Bank. Each mortgage loan    
is re-underwritten by IndyMac Bank for compliance with its guidelines based     
only on the objective characteristics of the mortgage loan, such as FICO,       
documentation type, loan-to-value ratio, etc., but without reassessing the      
underwriting procedures originally used. In addition, a portion of the          
mortgage loans acquired from a seller are subjected to a full re-underwriting.  

Exceptions to underwriting standards are permitted in situations in 
which compensating factors exist. Examples of these factors are significant     
financial reserves, a low loan-to-value ratio, significant decrease in the      
borrower's monthly payment and long-term employment with the same employer.     

Representations by Seller; Repurchases, etc.                                    

The seller represents that immediately before the assignment of the 
Mortgage Loans to the depositor, it will have good title to, and will be the    
sole owner of, each Mortgage Loan free and clear of any pledge, lien,           
encumbrance or security interest and will have full right and authority,        
subject to no interest or participation of, or agreement with, any other        
party, to sell and assign the Mortgage Loans pursuant to the pooling and        
servicing agreement.                                                            

    In the event of a breach of any representation or warranty in respect of
a Mortgage Loan that materially and adversely affects the interests of the      
certificateholders, the seller will be obligated, in accordance with the        
pooling and servicing agreement, to cure that breach, to repurchase the         
Mortgage Loan at the purchase price or to substitute a qualified mortgage loan  
for the Mortgage Loan. See "Mortgage Loan Program--Representations by Seller;   
Repurchases" in the prospectus.                                                 

SERVICING OF MORTGAGE LOANS 

The Servicer                                                                    

IndyMac Bank will act as servicer under the pooling and servicing   
agreement (in such capacity, the "Servicer"). The principal executive offices   
of the Servicer are located at 155 North Lake Avenue, Pasadena, California      
91101. IndyMac Bank has been master servicing mortgage loans since 1993 and     
servicing mortgage loans directly (servicing without the use of a subservicer)  
since 1998. It is expected that on the closing date the servicer will be the    
only entity servicing the Mortgage Loans. As of the date of this prospectus     
supplement, IndyMac Bank is rated (x) by Fitch, "RPS2+" as a servicer of        
alt/A, prime and subprime mortgage loans, (y) by Moody's, "SQ2" as a primary    
servicer of prime and subprime first                                            

S-31  

S-3
34th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 34th
lien mortgage loans and "SQ3" as a special servicer and (z) by S&P, "above      
average/stable" as a primary servicer and "average/stable" as a master          
servicer and special servicer.                                                  

The Servicer will be responsible for servicing the Mortgage Loans in
accordance with the terms set forth in the pooling and servicing agreement      
employing the same degree of skill and care that it employs in servicing other  
mortgage loans comparable to the Mortgage Loans serviced by the Servicer for    
itself or others. The Servicer has agreed to represent and protect the          
interest of the trustee in the Mortgage Loans in the same manner as it          
currently protects its own interest in mortgage loans in its own portfolio in   
any claim, proceeding or litigation regarding a Mortgage Loan.                  

If the servicing of any Mortgage Loan were to be transferred from a 
subservicer to IndyMac, or if any other servicing transfer were to occur,       
there may be an increase in delinquencies and defaults due to misapplied or     
lost payments, data input errors, system incompatibilities or otherwise.        
Although any increase in delinquencies is expected to be temporary, there can   
be no assurance as to the duration or severity of any disruption in servicing   
the applicable Mortgage Loans as a result of any servicing transfer. See also   
"Risk Factors--Bankruptcy or Insolvency May Affect the Timing and Amount of     
Distributions on the Certificates" in the prospectus.                           

Foreclosure, Delinquency and Loss Experience                                    

The delinquency, foreclosure and loss percentages set forth in the  
tables below may be affected by the size and relative lack of seasoning of the  
master servicing and servicing portfolio. Delinquencies, foreclosures and       
losses generally are expected to occur more frequently after the first full     
year of the life of mortgage loans. Accordingly, because a large number of      
mortgage loans serviced by the Servicer have been recently originated, the      
current level of delinquencies, foreclosures and losses may not be              
representative of the levels that may be experienced over the lives of such     
mortgage loans. If the volume of IndyMac Bank's new loan originations and       
acquisitions declines, the levels of delinquencies, foreclosures and losses as  
percentages of the portfolio could rise significantly above the rates           
indicated in the tables.                                                        

    The foreclosure, delinquency and loss experience set forth below may not
be indicative of IndyMac Bank's foreclosure, delinquency and loss experience    
for future periods. Accordingly, the information presented in the tables below  
(which includes mortgage loans with underwriting, payment and other             
characteristics that differ from those of the Mortgage Loans) should not be     
considered as a basis for assessing the likelihood, amount or severity of       
delinquency or losses on the Mortgage Loans, and no assurances can be given     
that the foreclosure, delinquency and loss experience presented in these        
tables will be indicative of such experience on the Mortgage Loans in the       
future.                                                                         

The following tables summarize (a) the delinquency and foreclosure  
experience and (b) cumulative net losses, respectively, as of December 31,      
2001, December 31, 2002, December 31, 2003, December 31, 2004 and September     
30, 2005 on approximately $8.90 billion, $8.99 billion, $7.26 billion, $16.15   
billion and $33.36 billion, respectively, in outstanding principal balance of   
mortgage loans master serviced or serviced by IndyMac Bank and securitized by   
the depositor or CWMBS, Inc.                                                    

                                                        [Enlarge/Download Table]

                                                             As of December 31,                       As of      
                                              -----------------------------------------------       September    
                                                                                                         30,     
                                                                                                       2005      
                                                2001          2002         2003         2004                     
                                              --------      --------     --------    ---------      ---------    
                                                                                                                 
Total Number of Conventional                                                                                     
   Mortgage Loans in Portfolio..............   58,949        46,004       24,291       52,922        112,700     
Delinquent Mortgage Loans and                                                                                    

                                               S-32                                                              

S-3
35th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 35th
   Pending Foreclosures at Period                                                                                
   End(1):..................................                                                                     
     30-59 days.............................     3.46%        2.54%         1.99%        1.37%        2.16%      
     60-89 days.............................     0.88%        0.72%         0.48%        0.24%        0.25%      
     90 days or more (excluding pending                                                                          
       foreclosures)........................     0.67%        0.52%         0.38%        0.19%        0.15%      
                                             ------------ ------------- ------------ ------------ ---------------
Total Delinquencies.........................     5.01%        3.78%         2.85%        1.80%        2.57%      
Foreclosures pending........................     1.84%        1.50%         1.21%        0.15%        0.10%      
REOs........................................     0.56%        0.59%         0.41%        0.03%        0.02%      
                                             ------------ ------------- ------------ ------------ ---------------
Total delinquencies, foreclosures pending                                                                        
   and REOs.................................     7.41%        5.87%         4.47%        1.98%        2.68%      

-------------                                                                   
(1) As a percentage of the principal balance.                                   

 IndyMac Bank does not write off mortgage loans of the type covered by
the registration statement of which this prospectus supplement forms a part     
until the loans are liquidated in a foreclosure sale or are otherwise disposed  
of (such as by a deed in lieu of foreclosure) in accordance with its            
guidelines for servicing delinquent mortgage loans and it has received all      
expected proceeds.                                                              

                                  Cumulative
                                 Stated Amount
                    Cumulative   of Securities
                              Net Losses       Issued         Loss
                                 (Millions)     (Millions)    (Ratio)(1)
                                  ------------ ---------------- ------------
As of December 31, 2001..........        $77.01    $28,152.72         0.27%     
As of December 31, 2002..........       $100.03    $33,498.95         0.30%     
As of December 31, 2003..........       $119.69    $38,992.40         0.31%     
As of December 31, 2004..........       $128.92    $52,479.30         0.25%     
As of September 30, 2005.........       $131.73    $74,710.44         0.18%     
-------------                                                                   
(1) Loss Ratio represents cumulative net losses as a percentage of the          
aggregate amount of securities issued.                                  

  Historically, a variety of factors, including the appreciation of real
estate values, has limited the Servicer's loss and delinquency experience on    
its portfolio of serviced mortgage loans. There can be no assurance that        
factors beyond the Servicer's control, such as national or local economic       
conditions or downturns in the real estate markets of its lending areas, will   
not result in increased rates of delinquencies and foreclosure losses in the    
future. For example, a general deterioration of the real estate market in       
regions where the mortgaged properties are located may result in increases in   
delinquencies of loans secured by real estate, slower absorption rates of real  
estate into the market and lower sales prices for real estate. A general        
weakening of the economy may result in decreases in the financial strength of   
borrowers and decreases in the value of collateral serving as collateral for    
loans. If the real estate market and economy continue to decline, the Servicer  
may experience an increase in delinquencies on the loans it services and        
higher net losses on liquidated loans.                                          

Servicing Compensation and Payment of Expenses                                  

The expense fees are payable out of the interest payments on each   
Mortgage Loan. As of the cut-off date, the weighted average rate at which the   
expense fees accrue (referred to as the "expense fee rate") is equal to         
approximately     % per annum. The expense fees consist of (a) the servicing    
fee, (b) fees payable to the trustee in respect of its activities as trustee    
under the pooling and servicing                                                 

S-33  

S-3
36th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 36th
agreement in an amount of     % per annum of the Stated Principal Balance of    
each Mortgage Loan [and (c) lender paid mortgage insurance premiums]. The       
servicing fee rate will range from    % per annum to    % per annum and will    
be set forth on the mortgage loan schedule attached as an exhibit to the        
pooling and servicing agreement. The Servicer is obligated to pay certain       
ongoing expenses associated with the issuing entity and incurred by the         
Servicer in connection with its responsibilities under the pooling and          
servicing agreement and those amounts will be paid by the Servicer out of its   
fee. The amount of the Servicer's servicing compensation is subject to          
adjustment with respect to prepaid mortgage loans, as described in this         
prospectus supplement under "--Adjustment to Servicing Compensation in          
Connection with Certain Prepaid Mortgage Loans." The Servicer will also be      
entitled to receive late payment fees, assumption fees and other similar        
charges. The Servicer will be entitled to receive all reinvestment income       
earned on amounts on deposit in the collection account, the certificate         
account and the distribution account.                                           

The "adjusted net mortgage rate" of a Mortgage Loan is the Mortgage 
Loan's Mortgage Rate minus the related expense fee rate.                        

Adjustment to Servicing Compensation in Connection with Certain Prepaid         
Mortgage Loans                                                                  

   When a borrower prepays a Mortgage Loan between Due Dates, the borrower
is required to pay interest on the amount prepaid only to the date of           
prepayment and not thereafter. Similarly, if the Servicer purchases a Mortgage  
Loan as described in this prospectus supplement under "--Certain Modifications  
and Refinancings," the issuing entity is entitled to the interest paid by the   
borrower only to the date of purchase. Except with respect to the month of the  
cut-off date, principal prepayments by borrowers received by the Servicer from  
the first day through the fifteenth day of a calendar month will be             
distributed to certificateholders on the Distribution Date in the same month    
in which the prepayments on such Mortgage Loans are received and, accordingly,  
no shortfall in the amount of interest to be distributed to certificateholders  
with respect to the prepaid Mortgage Loans will result. Conversely, principal   
prepayments on such Mortgage Loans received by the Servicer from the sixteenth  
day (or, in the case of the first distribution date, from the cut-off date)     
through the last day of a calendar month will be distributed to                 
certificateholders on the distribution date in the month following the month    
of receipt and, accordingly, a shortfall in the amount of interest to be        
distributed to certificateholders with respect to such prepaid Mortgage Loans   
would result. To offset any interest shortfall to certificateholders as a       
result of any prepayments, the Servicer will be required to reduce its          
servicing compensation, but the reduction for any Distribution Date will be     
limited to an amount (the "Compensating Interest") equal to the product of      

o     % multiplied by                                               

o  one-twelfth multiplied by                                        

 o  the aggregate Stated Principal Balance of the Mortgage Loans as of
the first day of the prior month.                             

If shortfalls in interest as a result of prepayments in any month exceed the    
Compensating Interest for such month, the amount of interest to be distributed  
to certificateholders will be reduced by the amount of the excess and no        
amounts will be due or paid with respect to such reduction on future            
distribution dates. See "Description of the Certificates--Interest" in this     
prospectus supplement.                                                          

Any such reduction allocable to the Class [ ] Certificates on a Distribution    
Date will be covered only to the extent of amounts on deposit in the reserve    
fund. Any shortfalls in excess thereof will not be covered by the Class [ ]     
Policy and will be borne by the holders of the Class [ ] Certificates. See      
"Description of the Certificates--Interest" in this prospectus supplement.      

S-34  

S-3
37th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 37th
Advances                                                                        

Except as described below, the Servicer will be required to advance 
prior to each Distribution Date from its own funds or amounts received with     
respect to the Mortgage Loans that do not constitute Available Funds for this   
Distribution Date, an amount (referred to as an "advance") equal to             

  o  all of the payments of principal and interest on the Mortgage Loans
      due but delinquent as of the "Determination Date" (which will be the
   18th of the month or, if the 18th is not a business day, the next
business day after the 18th day of the month)                 

minus                                                               

o  the servicing fee for those Mortgage Loans for the period        

plus                                                                

 o  an amount equivalent to interest on each Mortgage Loan as to which
the mortgaged property has been acquired by the issuing entity
(through foreclosure or deed-in-lieu of foreclosure).         

  Advances are intended to maintain a regular flow of scheduled interest
and principal distributions on the certificates rather than to guarantee or     
insure against losses. The Servicer is obligated to make advances with respect  
to delinquent payments of principal of or interest on each Mortgage Loan only   
to the extent that advances made on that Mortgage Loan are, in its reasonable   
judgment, recoverable from future payments and collections or insurance         
payments or proceeds of liquidation of the related Mortgage Loan. If the        
Servicer determines on any Determination Date to make an advance, that advance  
will be included with the distribution to certificateholders on the related     
Distribution Date. Any failure by the Servicer to make a deposit in the         
certificate account as required under the pooling and servicing agreement,      
including any failure to make an advance, will constitute an event of default   
under the pooling and servicing agreement if such failure remains unremedied    
for five days after written notice of such failure. If the Servicer is          
terminated as a result of the occurrence of an event of default, the trustee    
or the successor servicer will be obligated to make any required advance, in    
accordance with the terms of the pooling and servicing agreement. An Advance    
will be reimbursed from the payments on the Mortgage Loan with respect to       
which the Advance was made. However, if an Advance is determined to be          
nonrecoverable and the Servicer delivers an officer's certificate to the        
trustee indicating that the Advance is nonrecoverable, the Servicer will be     
entitled to withdraw from the Certificate Account an amount equal to the        
nonrecoverable Advance. Reimbursement for Advances and nonrecoverable Advances  
will be made prior to distributions on the certificates.                        

Certain Modifications and Refinancings                                          

   The Servicer may modify any Mortgage Loan at the request of the related
mortgagor, provided that the Servicer purchases the Mortgage Loan from the      
issuing entity immediately preceding the modification. Any modification of a    
Mortgage Loan may not be made unless the modification includes a change in the  
interest rate on the related Mortgage Loan to approximately a prevailing        
market rate. The Servicer attempts to identify mortgagors who are likely to     
refinance their Mortgage Loans (and therefore cause a prepayment in full) and   
inform them of the availability of the option of modification in lieu of        
refinancing. Mortgagors who are informed of this option are more likely to      
request a modification than mortgagors who are not so informed. Any purchase    
of a Mortgage Loan subject to a modification will be for a price equal to 100%  
of the Stated Principal Balance of that Mortgage Loan, plus accrued and unpaid  
interest on the Mortgage Loan up to the first day of the month in which the     
proceeds are to be distributed                                                  

S-35  

S-3
38th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 38th
at the applicable adjusted net mortgage rate, net of any unreimbursed advances  
of principal and interest on the Mortgage Loan made by the Servicer. The        
Servicer will deposit the purchase price in the Certificate Account within one  
business day of the purchase of that Mortgage Loan and the purchase price will  
be treated by the Servicer as a prepayment in full of the related Mortgage      
Loan, and will be distributed by the trustee in accordance with the pooling     
and servicing agreement. Purchases of Mortgage Loans may occur when prevailing  
interest rates are below the interest rates on the Mortgage Loans and           
mortgagors request modifications as an alternative to refinancings. The         
Servicer will indemnify the issuing entity against liability for any            
prohibited transactions taxes and any interest, additions or penalties imposed  
on any REMIC as a result of any modification or purchase.                       

Default Management Services                                                     

In connection with the servicing of defaulted Mortgage Loans, the   
Servicer may perform certain default management and other similar services      
(including, but not limited to, appraisal services) and may act as a broker in  
the sale of mortgaged properties related to those Mortgage Loans. The Servicer  
will be entitled to reasonable compensation for providing those services, in    
addition to the servicing compensation described in this prospectus             
supplement.                                                                     

THE SPONSOR 

The sponsor is IndyMac Bank. The sponsor is the same entity as the  
seller and the Servicer of the Mortgage Loans, and is the parent company of     
the depositor. The sponsor has been the sponsor of securitizations backed by    
residential mortgage loans since 1993. The following table describes the        
approximate volume of [Alt/A] mortgage loan securitizations sponsored by        
IndyMac Bank since [ ].                                                         

Year              Approximate Volume
------------------   ---------------------------
2002                     $[__] billion          
2003                     $[__] billion          
2004                     $[__] billion          
2005                     $[__] billion          

   As the sponsor, IndyMac Bank originates and acquires mortgage loans and
initiates their securitization by transferring the mortgage loans to the        
depositor. The mortgage loans are then transferred to the issuing entity for    
the related securitization. The sponsor works with underwriters and rating      
agencies in structuring their securitization transactions.                      

STATIC POOL DATA  

Certain static pool data with respect to the delinquency, cumulative
loss and prepayment data for IndyMac Bank is available on the internet at       
http://regab.indymacbank.com/. On this website, you can view for each of these  
securitizations summary pool information as of the applicable cut-off date for  
each securitization and delinquency, cumulative loss and prepayment             
information as of each distribution date by securitization for the past five    
years or, since the applicable closing date for each securitization if the      
applicable closing date occurred less than five years from the date of this     
prospectus supplement. Each of these securitizations is unique, and the         
characteristics of each securitized mortgage pool varies from each other as     
well as from the Mortgage Loans to be included in the issuing entity that will  
issue the certificates offered by this prospectus supplement. In addition, the  
performance information relating to the prior securitizations described above   
may have been influenced by factors beyond the sponsor's                        

S-36  

S-3
39th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 39th
control, such as housing prices and market interest rates. Therefore, the       
performance of these prior securitizations is likely to not be indicative of    
the future performance of the Mortgage Loans.                                   

This static pool data is not deemed part of the prospectus or the   
registration statement of which the prospectus is a part to the extent that     
the static pool data relates to:                                                

  o  prior securitized pools of IndyMac Bank, F.S.B. that do not include
      the Mortgage Loans and that were established before January 1, 2006;
or                                                            

   o  in the case of information regarding the Mortgage Loans, information
about the Mortgage Loans for periods before January 1, 2006.  

THE DEPOSITOR 

The depositor is IndyMac MBS, Inc., a Delaware corporation that is a
limited purpose finance subsidiary of IndyMac Bank, F.S.B. Its address is 155   
North Lake Avenue, Pasadena, California 91101, and its telephone number is      
(800) 669-2300. The depositor will not have any business operations other than  
securitizing mortgage assets and related activities.                            

THE ISSUING ENTITY  

  In connection with the issuance of the certificates, the depositor has
formed [Residential Asset Securitization Trust] [IndyMac INDX Mortgage Loan     
Trust] 200[ ]-[A][AR][IP], a common law trust created under the laws of the     
State of New York pursuant to the pooling and servicing agreement.              
[Residential Asset Securitization Trust] [IndyMac INDX Mortgage Loan Trust]     
200[ ]-[A][AR][IP] is sometimes referred to in this prospectus supplement and   
the prospectus as the "trust" or the "trust fund." The trustee serves as        
trustee of the issuing entity and acts on behalf of the issuing entity as the   
issuing entity does not have any directors, officers or employees. The fiscal   
year end of the issuing entity is [December 31].                                

The issuing entity's activities are limited to the transactions and 
activities entered into in connection with the securitization described in      
this prospectus supplement, and except for those activities, the issuing        
entity is not authorized and has no power to borrow money or issue debt, merge  
with another entity, reorganize, liquidate or sell assets or engage in any      
business or activities. Consequently, the issuing entity is not permitted to    
hold any assets, or incur any liabilities, other than those described in this   
prospectus supplement. Because the issuing entity is created pursuant to the    
pooling and servicing agreement, the issuing entity and its permissible         
activities can only be amended or modified by amending the pooling and          
servicing agreement.                                                            

    Because the issuing entity is a common law trust, it may not be eligible
for relief under the federal bankruptcy laws, unless it can be characterized    
as a "business trust" for purposes of the federal bankruptcy laws. Bankruptcy   
courts look at various considerations in making this determination, so it is    
not possible to predict with any certainty whether or not the trust would be    
characterized as a "business trust."                                            

S-37  

S-3
40th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 40th
THE TRUSTEE 

[Deutsche Bank National Trust Company] will be the trustee under the
pooling and servicing agreement. [Deutsche Bank National Trust Company] has     
significant experience in acting as a trustee in securitizations of mortgage    
loans in which its duties were comparable to those described in this            
prospectus supplement and the prospectus. The depositor and the Servicer may    
maintain other banking relationships in the ordinary course of business with    
[Deutsche Bank National Trust Company]. Offered certificates may be             
surrendered at the offices designated by the trustee from time to time for      
such purchases, which as of the closing date is of the trustee located at [DB   
Services Tennessee, 648 Grassmere Park Rd., Nashville, TN 37211-3658,           
Attention: Transfer Unit], or at any other address the trustee designates from  
time to time. Correspondence may be directed to the trustee at its corporate    
trust office located at [1761 East St. Andrew Place, Santa Ana, California      
92705, Attention: Trust Administration IN[ ]]. Certificateholders may access    
monthly statements from the trustee's website located at                        
[https://www.tss.db.com/invr]. Certificateholders may obtain assistance in      
operating the website by calling the trustee's investor relations desk at       
[(800) 735-7777].                                                               

In addition to the duties described elsewhere in this prospectus    
supplement and the prospectus, the trustee will perform many services on        
behalf of the issuing entity pursuant to the pooling and servicing agreement.   
The trustee will be responsible for (x) calculating and paying principal and    
interest distributions to each certificateholder, (y) preparing and filing all  
income tax returns and (z) the preparation of monthly statements to             
certificateholders.                                                             

    The trustee will be liable for its own grossly negligent action, its own
gross negligent failure to act or its own misconduct, its grossly negligent     
failure to perform its obligations in compliance with the pooling and           
servicing agreement, or any liability that would be imposed by reason of [its   
willful misfeasance or bad faith. However, the trustee will not be liable,      
individually or as trustee,]                                                    

   o  for an error of judgment made in good faith by a responsible officer
  of the trustee, unless it is finally proven that the trustee was
grossly negligent in ascertaining the pertinent facts,        

   o  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 of the
       certificates relating to the time, method and place of conducting any
       proceeding for any remedy available to the trustee, or exercising any
 trust or power conferred upon the trustee under the pooling and
servicing agreement,                                          

o  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 the pooling and servicing agreement, or

  o  for any loss on any investment of funds pursuant to the pooling and
servicing agreement (other than as issuer of the investment   
security).                                                    

  The trustee may request and rely upon and shall be protected in acting
or refraining from acting upon any resolution, officer's certificate,           
certificate of auditors or any other certificate, statement, instrument,        
opinion, report, notice, request, consent, order, appraisal, bond or other      
paper or document believed by it to be genuine and to have been signed or       
presented by the proper party or parties.                                       

The trustee and any successor trustee will, 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               

S-38  

S-3
41st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 41st
to exercise corporate trust powers, having a combined capital and surplus of    
at least $50,000,000, subject to supervision or examination by federal or       
state authority and with a credit rating that would not cause any of the        
Rating Agencies to reduce their respective ratings of any Class of              
Certificates [(without regard to the Class [    ] Policy, in the case of the    
Class [    ] Certificates)] below the ratings issued on the closing date (or    
having provided security from time to time as is sufficient to avoid the        
reduction). If the trustee no longer meets the foregoing requirements, the      
trustee has agreed to resign immediately.                                       

The trustee may at any time resign by giving written notice of      
resignation to the depositor, the Servicer and each Rating Agency not less      
than 60 days before the specified resignation date. The resignation shall not   
be effective until a successor trustee has been appointed. If a successor       
trustee has not been appointed within 30 days after the trustee gives notice    
of resignation, the resigning trustee may petition any court of competent       
jurisdiction for the appointment of a successor trustee.                        

The depositor or the Servicer may remove the trustee and appoint a  
successor trustee if:                                                           

o  the trustee ceases to meet the eligibility requirements described
       above and fails to resign after written request to do so is delivered
to the trustee by the depositor,                              

  o  the trustee becomes incapable of acting, or is adjudged as bankrupt
  or insolvent, or a receiver of the trustee or of its property is
 appointed, or any public officer takes charge or control of the
trustee or of its property or affairs for the purpose of      
rehabilitation, conservation or liquidation, or               

  o  a tax is imposed with respect to the issuing entity by any state in
       which the trustee or the issuing entity is located and the imposition
of the tax would be avoided by the appointment of a different 
trustee.                                                      

   In addition, the holders of Certificates evidencing at least 51% of the
Voting Rights of each Class of Certificates may at any time remove the trustee  
and appoint a successor trustee. Notice of any removal of the trustee shall be  
given to each Rating Agency by the successor trustee. The party initiating the  
removal of a trustee will bear any expense associated with the removal of the   
appointment of a new trustee.                                                   

    Any resignation or removal of the trustee and appointment of a successor
trustee pursuant to any of the provisions described above will become           
effective upon acceptance of appointment by the successor trustee.              

  A successor trustee will not be appointed unless the successor trustee
meets the eligibility requirements described above and its appointment does     
not adversely affect the then -current ratings of the certificates [(without    
regard to the Class [ ] Policy, in the case of the Class [    ] Certificates)]. 

THE CAP COUNTERPARTY  

     [  ] is the cap counterparty.  It is organized as a [    ] under the laws
of [   ].  [To be inserted: a description of the general character of the       
business of the cap counterparty.]                                              

  The long-term credit rating assigned to the cap counterparty by S&P is
currently "[   ]" and by Moody's is currently "[   ]." The short-term credit    
rating assigned to the cap counterparty by S&P is currently "[   ]" and by      
Moody's is currently "[   ]."                                                   

S-39  

S-3
42nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 42nd
Upon the occurrence of an event of default or termination event     
specified in the yield maintenance agreement, the yield maintenance agreement   
may be replaced with a replacement yield maintenance agreement as described in  
this prospectus supplement under "[   ]."                                       

[Based upon a reasonable good faith estimate of maximum probable    
exposure, the significance percentage of the yield maintenance agreement is     
less than 10%].                                                                 

[THE CERTIFICATE GUARANTY INSURANCE POLICY AND THE CERTIFICATE INSURER  

[To be inserted by the Certificate Insurer: disclosure about the Certificate    
Insurer and Certificate Guaranty Insurance Policy as required by Item 1114 of   
Regulation AB]                                                                  

S-40  

S-3
43rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 43rd
DESCRIPTION OF THE CERTIFICATES 

General                                                                         

 The certificates will be issued pursuant to the pooling and servicing
agreement. The following sections of this prospectus supplement are summaries   
of the material terms of the certificates and the pooling and servicing         
agreement pursuant to which the certificates will be issued. They do not        
purport to be complete, however, and are subject to, and are qualified in       
their entirety by reference to, the provisions of the pooling and servicing     
agreement. When particular provisions or terms used in the pooling and          
servicing agreement are referred to, the actual provisions (including           
definitions of terms) are incorporated by reference. We will file a final copy  
of the pooling and servicing agreement after the issuing entity issues the      
certificates. The certificates represent obligations of the issuing entity      
only and do not represent an interest in or obligation of IndyMac MBS, Inc.,    
IndyMac Bank, F.S.B. or any of their affiliates.                                

  The Mortgage Pass-Through Certificates, Series 200[ ]- will consist of
the Class A-1, Class A-2, Class A-3, Class PO, Class A-X and Class A-R          
Certificates (all of which are together referred to as the senior               
certificates) and the Class B-1, Class B-2, Class B-3, Class B-4, Class B-5     
and Class B-6 Certificates (all of which are together referred to as the        
subordinated certificates) and the Class P Certificates. Only the classes of    
certificates listed on the cover page (all of which are together referred to    
as the offered certificates) are offered by this prospectus supplement. The     
Class P, Class B-4, Class B-5 and Class B-6 Certificates (all of which are      
together referred to as the private certificates) are not offered by this       
prospectus supplement. Their initial Class Certificate Balances are expected    
to be approximately $   , $   , $   and $   , respectively. The pass-through    
rate for each class of private certificates other than the Class P              
Certificates will be     % per annum. The Class P Certificates will not bear    
interest. The Class P Certificates will be entitled to all prepayment charges   
received in respect of the Mortgage Loans and such amounts will not be          
available for distribution to the holders of the offered certificates and the   
other private certificates. The classes of offered certificates will have the   
respective initial Class Certificate Balances or initial Notional Amounts and   
pass-through rates set forth on the cover page or as described in this          
prospectus supplement. The initial Class Certificate Balances and initial       
Notional Amounts may vary in the aggregate by plus or minus    %. Any           
information contained in this prospectus supplement with respect to the         
Class P, Class B-4, Class B-5 and Class B-6 Certificates is provided only to    
permit a better understanding of the offered certificates.                      

    The "Class Certificate Balance" of any class of certificates (other than
the Notional Amount Certificates) as of any Distribution Date is the initial    
Class Certificate Balance of that class reduced by the sum of                   

    o  all amounts previously distributed to holders of certificates of that
class as payments of principal,                               

   o  the amount of Realized Losses (including Excess Losses) allocated to
that class, and                                               

 o  in the case of any class of subordinated certificates, any amounts
      allocated to the class in reduction of its Class Certificate Balance
      in respect of payments of Class PO Deferred Amounts, as described in
this prospectus supplement under "--Allocation of Losses;"    

provided, however, that the Class Certificate Balance of each class of          
certificates to which Realized Losses have been allocated will be increased,    
sequentially in the order of payment priority, by the amount of Subsequent      
Recoveries distributed as principal to any class of certificates, but not by    
more than the                                                                   

S-41  

S-3
44th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 44th
amount of Realized Losses previously allocated to reduce the Class Certificate  
Balance of such class of certificates[; provided, further, that to the extent   
a Realized Loss was covered under the Class [   ] Policy, any related Subsequent
Recoveries otherwise distributable to the Class [   ] Certificates will instead 
be paid to the Class [   ] Insurer]. See "Application of Liquidation Proceeds"  
in the prospectus.                                                              

   In addition, the Class Certificate Balance of the class of subordinated
certificates then outstanding with the highest numerical class designation      
will be reduced if and to the extent that the aggregate of the Class            
Certificate Balances of all classes of certificates (other than the Class P     
Certificates) following all distributions and the allocation of Realized        
Losses on any Distribution Date, exceeds the pool principal balance as of the   
Due Date occurring in the month of the Distribution Date (after giving effect   
to principal prepayments in the related Prepayment Period).                     

   The Notional Amount Certificates do not have principal balances and are
not entitled to any distributions in respect of principal of the Mortgage       
Loans.                                                                          

  The Notional Amount of the Class A-X Certificates for any Distribution
Date will be equal to the aggregate of the Stated Principal Balances of the     
Non-Discount Mortgage Loans with respect to the Distribution Date. The initial  
Notional Amount of the Class A-X Certificates will be equal to the aggregate    
of the Stated Principal Balance of the Non-Discount Mortgage Loans as of the    
cut-off date.                                                                   

    The senior certificates will have an initial aggregate Class Certificate
Balance of approximately $ and will evidence in the aggregate an initial        
beneficial ownership interest of in the issuing entity of approximately %. The  
Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6             
Certificates will each evidence in the aggregate an initial beneficial          
ownership interest of approximately   %,   %,   %,   %,   % and   %,            
respectively.                                                                   

  The [Class PO and] Class A-R Certificates and the private certificates
will be issued in fully registered certificated form. All of the remaining      
classes of offered certificates will be represented by book-entry               
certificates. The book-entry certificates will be issuable in book-entry form   
only. The Class A-R Certificates will be issued in a denomination of $100.      

The following chart illustrates generally the distribution priorities and 
subordination features applicable to the Offered Certificates.                  

    |   ----------------   / \
   |   |              |    |
   |   |  Class [ ]   |    |
   |   ----------------    |
   |   |              |    |
   |   |   Class B-1  |    |
Accrued        |   ----------------    |            
certificate    |   |              |    |            
interest,      |   |  Class B-2   |    |  Loans     
then           |   ----------------    |            
principal      |   |              |    |            
   |   |  Class B-3   |    |
   |   ----------------    |
   |   |              |    |
   |   | Non-Offered  |    |
   |   | Certificates |    |
  \ /  ----------------    |

Notional Amount Certificates                                                    

    The Class A-X Certificates (the "Notional Amount Certificates") will not
have a Class Certificate Balance but will bear interest on its outstanding      
Notional Amount. The "Notional Amount" of the Class A-X Certificates for any    
Distribution Date will equal the aggregate Stated Principal Balances of the     
Non-Discount Mortgage Loans as of the first day of the related Due Period       
(after giving effect to prepayments                                             

S-42  

S-3
45th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 45th
received in the Prepayment Period ending in that Due Period). As of the         
closing date, the Notional Amount of the Class A-X Certificates is expected to  
be approximately $       . The "Due Period" means 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.                                             

Book-Entry Certificates                                                         

    The offered certificates (other than the Class A-R Certificates) will be
book-entry certificates (the "Book-Entry Certificates"). The Class A-R          
Certificates will be issued as a single certificate in fully registered         
certificated form. Persons acquiring beneficial ownership interests in the      
Book-Entry Certificates ("Certificate Owners") may elect to hold their          
Book-Entry Certificates through The Depository Trust Company ("DTC") in the     
United States, or, upon request, through Clearstream, Luxembourg (as defined    
in this prospectus supplement) or the Euroclear System ("Euroclear") in Europe  
, if they are participants of such systems, or indirectly through               
organizations that are participants in such systems. The Book-Entry             
Certificates will be issued in one or more certificates that equal the          
aggregate Class Certificate Balance of the offered certificates and will        
initially be registered in the name of Cede & Co., the nominee of DTC.          
Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of  
their participants through customers' securities accounts in Clearstream        
Banking's and Euroclear's names on the books of their respective depositaries   
which in turn will hold such positions in customers' securities accounts in     
the depositaries' names on the books of DTC. Citibank, N.A. will act as         
depositary for Clearstream, Luxembourg and JPMorgan Chase Bank will act as      
depositary for Euroclear (in such capacities, individually the "Relevant        
Depositary" and collectively the "European Depositaries"). Investors may hold   
such beneficial interests in the Book-Entry Certificates in minimum             
denominations representing Class Certificate Balances of $[25,000][100,000]     
and integral multiples of $1,000 in excess thereof. One investor of each class  
of book-entry certificates may hold a beneficial interest therein that is an    
integral multiple of $1,000. Except as described below, no person acquiring a   
Book-Entry Certificate will be entitled to receive a physical certificate       
representing such offered certificate (a "Definitive Certificate"). Unless and  
until Definitive Certificates are issued, it is anticipated that the only       
Certificateholder of the offered certificates will be Cede & Co., as nominee    
of DTC. Certificate Owners will not be Certificateholders as that term is used  
in the pooling and servicing agreement. Certificate Owners are only permitted   
to exercise their rights indirectly through the participating organizations     
that utilize the services of DTC, including securities brokers and dealers,     
banks and trust companies and clearing corporations and certain other           
organizations ("Participants") and DTC.                                         

 The Certificate Owner's ownership of a Book-Entry Certificate will be
recorded on the records of the brokerage firm, bank, thrift institution or      
other financial intermediary (each, a "Financial Intermediary") that maintains  
the beneficial owner's account for such purpose. In turn, the Financial         
Intermediary's ownership of such Book-Entry Certificate will be recorded on     
the records of DTC (or of a participating firm that acts as agent for the       
Financial Intermediary, whose interest will in turn be recorded on the records  
of DTC, if the Certificate Owner's Financial Intermediary is not a Participant  
and on the records of Clearstream, Luxembourg or Euroclear, as appropriate).    

  Certificate Owners will receive all distributions of principal of, and
interest on, the offered certificates from the trustee through DTC and          
Participants. While the offered certificates are outstanding (except under the  
circumstances described below), under the rules, regulations and procedures     
creating and affecting DTC and its operations (the "DTC Rules"), DTC is         
required to make book-entry transfers among Participants on whose behalf it     
acts with respect to the offered certificates and is required to receive and    
transmit distributions of principal of, and interest on, the offered            
certificates. Participants and organizations which have indirect access to the  
DTC system, such as banks, brokers, dealers and trust companies that clear      
through or maintain a custodial relationship with a Participant, either         
directly or                                                                     

S-43  

S-3
46th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 46th
indirectly ("Indirect Participants"), with whom Certificate Owners have         
accounts with respect to offered certificates are similarly required to make    
book-entry transfers and receive and transmit such distributions on behalf of   
their respective Certificate Owners. Accordingly, although Certificate Owners   
will not possess certificates, the DTC Rules provide a mechanism by which       
Certificate Owners will receive distributions and will be able to transfer      
their interest.                                                                 

Certificate Owners will not receive or be entitled to receive       
certificates representing their respective interests in the offered             
certificates, except under the limited circumstances described below. Unless    
and until Definitive Certificates are issued, Certificate Owners who are not    
Participants may transfer ownership of offered certificates only through        
Participants and Indirect Participants by instructing such Participants and     
Indirect Participants to transfer Book-Entry Certificates, by book-entry        
transfer, through DTC for the account of the purchasers of such Book-Entry      
Certificates, which account is maintained with their respective Participants.   
Under the DTC Rules and in accordance with DTC's normal procedures, transfers   
of ownership of Book-Entry Certificates will be executed through DTC and the    
accounts of the respective Participants at DTC will be debited and credited.    
Similarly, the Participants and Indirect Participants will make debits or       
credits, as the case may be, on their records on behalf of the selling and      
purchasing Certificate Owners.                                                  

Because of time zone differences, credits of securities received in 
Clearstream, Luxembourg or Euroclear as a result of a transaction with a        
Participant will be made during, subsequent securities settlement processing    
and dated the business day following, the DTC settlement date. Such credits or  
any transactions in such securities, settled during such processing will be     
reported to the relevant Euroclear or Clearstream, Luxembourg Participants on   
such business day. Cash received in Clearstream, Luxembourg or Euroclear, as a  
result of sales of securities by or through a Clearstream, Luxembourg           
Participant or Euroclear Participant to a Participant, will be received with    
value on the DTC settlement date but will be available in the relevant          
Clearstream, Luxembourg or Euroclear cash account only as of the business day   
following settlement in DTC. For information with respect to tax documentation  
procedures, relating to the offered certificates, see "Material Federal Income  
Tax Consequences -- Tax Treatment of Foreign Investors" in the prospectus and   
"Global, Clearance, Settlement And Tax Documentation Procedures -- Material     
U.S. Federal Income Tax Documentation Requirements" in Annex I to this          
prospectus supplement.                                                          

   Transfers between Participants will occur in accordance with DTC Rules.
Transfers between Clearstream, Luxembourg Participants and Euroclear            
Participants will occur in accordance with their respective rules and           
operating procedures.                                                           

 Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through Clearstream,   
Luxembourg Participants or Euroclear Participants, on the other, will be        
effected in DTC in accordance with DTC Rules on behalf of the relevant          
European international clearing system by the Relevant Depositary; however,     
such cross market transactions will require delivery of instructions to the     
relevant European international clearing system by the counterpart in such      
system in accordance with its rules and procedures and within its established   
deadlines (European time). The relevant European international clearing system  
will, if the transaction meets its settlement requirements, deliver             
instructions to the Relevant Depositary to take action to effect final          
settlement on its behalf by delivering or receiving securities in DTC, and      
making or receiving payment in accordance with normal procedures for same day   
funds settlement applicable to DTC. Clearstream, Luxembourg Participants and    
Euroclear Participants may not deliver instructions directly to the European    
Depositaries.                                                                   

DTC, which is a New York-chartered limited purpose trust company,   
performs services for its participants, some of which (and/or their             
representatives) own DTC. In accordance with its normal procedures, DTC is      
expected to record the positions held by each participant in the Book-Entry     

S-44  

S-3
47th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 47th
Certificates, whether held for its own account or as a nominee for another      
person. In general, beneficial ownership of Book-Entry Certificates will be     
subject to the DTC Rules.                                                       

  Clearstream Banking, societe anonyme, 67 Bd Grande-Duchesse Charlotte,
L-2967 Luxembourg ("Clearstream, Luxembourg"), was incorporated in 1970 as      
"Clearstream, Luxembourg S.A." a company with limited liability under           
Luxembourg law (a societe anonyme). Clearstream, Luxembourg S.A. subsequently   
changed its name to Cedelbank. On 10 January 2000, Cedelbank's parent company,  
Clearstream, Luxembourg International, societe anonyme ("CI") merged its        
clearing, settlement and custody business with that of Deutsche Borse Clearing  
AG ("DBC"). The merger involved the transfer by CI of substantially all of its  
assets and liabilities (including its shares in CB) to a new Luxembourg         
company, New Clearstream, Luxembourg International, societe anonyme ("New       
CI"), which is 50% owned by CI and 50% owned by DBC's parent company Deutsche   
Borse AG. The shareholders of these two entities are banks, securities dealers  
and financial institutions. Clearstream, Luxembourg International currently     
has 92 shareholders, including U.S. financial institutions or their             
subsidiaries. No single entity may own more than 5 percent of Clearstream,      
Luxembourg International's stock.                                               

Further to the merger, the Board of Directors of New Clearstream,   
Luxembourg International decided to re-name the companies in the group in       
order to give them a cohesive brand name. The new brand name that was chosen    
is "Clearstream" With effect from January 14, 2000 New CI has been renamed      
"Clearstream International, societe anonyme." On January 18, 2000, Cedelbank    
was renamed "Clearstream Banking, societe anonyme" and Clearstream, Luxembourg  
Global Services was renamed "Clearstream Services, societe anonyme."            

    On January 17, 2000 DBC was renamed "Clearstream Banking AG." This means
that there are now two entities in the corporate group headed by Clearstream    
International which share the name "Clearstream Banking," the entity            
previously named "Cedelbank" and the entity previously named "Deutsche Borse    
Clearing AG."                                                                   

Clearstream, Luxembourg holds securities for its customers and      
facilitates the clearance and settlement of securities transactions between     
Clearstream, Luxembourg customers through electronic book-entry changes in      
accounts of Clearstream, Luxembourg customers, thereby eliminating the need     
for physical movement of certificates. Transactions may be settled by           
Clearstream, Luxembourg in any of 36 currencies, including United States        
Dollars. Clearstream, Luxembourg provides to its customers, among other         
things, services for safekeeping, administration, clearance and settlement of   
internationally traded securities and securities lending and borrowing.         
Clearstream, Luxembourg also deals with domestic securities markets in over 30  
countries through established depository and custodial relationships.           
Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is   
subject to regulation by the Commission de Surveillance du Secteur Financier,   
"CSSF," which supervises Luxembourg banks. Clearstream, Luxembourg's customers  
are world-wide financial institutions including underwriters, securities        
brokers and dealers, banks, trust companies and clearing corporations.          
Clearstream, Luxembourg's U.S. customers are limited to securities brokers and  
dealers, and banks. Currently, Clearstream, Luxembourg has approximately 2,000  
customers located in over 80 countries, including all major European            
countries, Canada, and the United States. Indirect access to Clearstream,       
Luxembourg is available to other institutions that clear through or maintain a  
custodial relationship with an account holder of Clearstream, Luxembourg.       
Clearstream, Luxembourg has established an electronic bridge with Euroclear     
Bank S.A./N.V. as the Operator of the Euroclear System (the "Euroclear          
Operator") in Brussels to facilitate settlement of trades between Clearstream,  
Luxembourg and the Euroclear Operator.                                          

Euroclear was created in 1968 to hold securities for participants of
Euroclear ("Euroclear Participants") and to clear and settle transactions       
between Euroclear Participants through simultaneous electronic book-entry       
delivery against payment, thereby eliminating the need for physical movement    
of                                                                              

S-45  

S-3
48th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 48th
certificates and any risk from lack of simultaneous transfers of securities     
and cash. Transactions may now be settled in any of 32 currencies, including    
United States dollars. Euroclear includes various other services, including     
securities lending and borrowing and interfaces with domestic markets in        
several countries generally similar to the arrangements for cross-market        
transfers with DTC described above. Euroclear is operated by the Brussels,      
Belgium office of the Euroclear Operator, under contract with Euroclear         
Clearance Systems S.C., a Belgian cooperative corporation (the "Cooperative").  
All operations are conducted by the Euroclear Operator, and all Euroclear       
securities clearance accounts and Euroclear cash accounts are accounts with     
the Euroclear Operator, not the Cooperative. The Cooperative establishes        
policy for Euroclear on behalf of Euroclear Participants. Euroclear             
Participants include banks (including central banks), securities brokers and    
dealers and other professional financial intermediaries. Indirect access to     
Euroclear is also available to other firms that clear through or maintain a     
custodial relationship with a Euroclear Participant, either directly or         
indirectly.                                                                     

 The Euroclear Operator has a banking license from the Belgian Banking
and Finance Commission. This license authorizes the Euroclear Operator to       
carry out banking activities on a global basis.                                 

Securities clearance accounts and cash accounts with the Euroclear  
Operator are governed by the Terms and Conditions Governing Use of Euroclear    
and the related Operating Procedures of the Euroclear System and applicable     
Belgian law (collectively, the "Terms and Conditions"). The Terms and           
Conditions govern transfers of securities and cash within Euroclear,            
withdrawals of securities and cash from Euroclear, and receipts of payments     
with respect to securities in Euroclear. All securities in Euroclear are held   
on a fungible basis without attribution of specific certificates to specific    
securities clearance accounts. The Euroclear Operator acts under the Terms and  
Conditions only on behalf of Euroclear Participants, and has no record of or    
relationship with persons holding through Euroclear Participants.               

Distributions on the Book-Entry Certificates will be made on each   
Distribution Date by the trustee to DTC. DTC will be responsible for crediting  
the amount of such payments to the accounts of the applicable Participants in   
accordance with DTC's normal procedures. Each Participant will be responsible   
for disbursing such payments to the Certificate Owners that it represents and   
to each Financial Intermediary for which it acts as agent. Each such Financial  
Intermediary will be responsible for disbursing funds to the Certificate        
Owners that it represents.                                                      

   Under a book-entry format, Certificate Owners may experience some delay
in their receipt of payments, since such payments will be forwarded by the      
trustee to Cede & Co. Distributions with respect to offered certificates held   
through Clearstream, Luxembourg or Euroclear will be credited to the cash       
accounts of Clearstream, Luxembourg Participants or Euroclear Participants in   
accordance with the relevant system's rules and procedures, to the extent       
received by the Relevant Depositary. Such distributions will be subject to tax  
reporting in accordance with relevant United States tax laws and regulations.   
See "Material Federal Income Tax Consequences -- Tax Treatment of Foreign       
Investors" and "Miscellaneous Tax Aspects -- Backup Withholding" in the         
prospectus. Because DTC can only act on behalf of Financial Intermediaries,     
the ability of a Certificate Owner to pledge Book-Entry Certificates to         
persons or entities that do not participate in the depository system, or        
otherwise take actions in respect of such Book-Entry Certificates, may be       
limited due to the lack of physical certificates for such Book-Entry            
Certificates. In addition, issuance of the Book-Entry Certificates in           
book-entry form may reduce the liquidity of such certificates in the secondary  
market since certain potential investors may be unwilling to purchase           
certificates for which they cannot obtain physical certificates.                

    Monthly and annual reports on the issuing entity provided by the trustee
to Cede & Co., as nominee of DTC, may be made available to Certificate Owners   
upon request, in accordance with the DTC                                        

S-46  

S-3
49th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 49th
Rules and the rules, regulations and procedures creating and affecting the      
Relevant Depositary, and to the Financial Intermediaries to whose DTC accounts  
the Book-Entry Certificates of such Certificate Owners are credited.            

DTC has advised the depositor and the trustee that, unless and until
Definitive Certificates are issued, DTC will take any action permitted to be    
taken by the holders of the Book-Entry Certificates under the pooling and       
servicing agreement only at the direction of one or more Financial              
Intermediaries to whose DTC accounts the Book-Entry Certificates are credited,  
to the extent that such actions are taken on behalf of Financial                
Intermediaries whose holdings include such Book-Entry Certificates.             
Clearstream, Luxembourg or the Euroclear Operator, as the case may be, will     
take any other action permitted to be taken by a holder of a Book-Entry         
Certificate under the pooling and servicing agreement on behalf of a            
Clearstream, Luxembourg Participant or Euroclear Participant only in            
accordance with its relevant rules and procedures and subject to the ability    
of the Relevant Depositary to effect such actions on its behalf through DTC.    
DTC may take actions, at the direction of the related Participants, with        
respect to some Book-Entry Certificates which conflict with actions taken with  
respect to other Book-Entry Certificates.                                       

  Definitive Certificates will be issued to Certificate Owners, or their
nominees, rather than to DTC, only if (a) DTC or the depositor advises the      
trustee in writing that DTC is no longer willing, qualified or able to          
discharge properly its responsibilities as nominee and depositary with respect  
to the Book-Entry Certificates and the depositor or the trustee is unable to    
locate a qualified successor, or (b) after the occurrence of an event of        
default under the pooling and servicing agreement), beneficial owners having    
not less than 51% of the voting rights (as defined in the pooling and           
servicing agreement) evidenced by the offered certificates advise the trustee   
and DTC through the Financial Intermediaries and the Participants in writing    
that the continuation of a book-entry system through DTC (or a successor        
thereto) is no longer in the best interests of beneficial owners of such        
class.                                                                          

 Upon the occurrence of any of the events described in the immediately
preceding paragraph, the trustee will be required to notify all beneficial      
owners of the occurrence of such event and the availability through DTC of      
Definitive Certificates. Upon surrender by DTC of the global certificate or     
certificates representing the Book-Entry Certificates and instructions for      
re-registration, the trustee will issue Definitive Certificates, and            
thereafter the trustee will recognize the holders of such Definitive            
Certificates as holders of the related offered certificates under the pooling   
and servicing agreement.                                                        

  Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of certificates among     
participants of DTC, Clearstream, Luxembourg and Euroclear, they are under no   
obligation to perform or continue to perform such procedures and such           
procedures may be discontinued at any time.                                     

Payments on Mortgage Loans; Accounts                                            

 On or before the closing date, the Servicer will establish an account
(the "Certificate Account"), which will be maintained in trust for the benefit  
of the certificateholders. The Servicer will deposit or cause to be deposited   
in the Certificate Account all amounts required to be deposited in it under     
the pooling and servicing agreement. The Servicer may direct the trustee to     
withdraw funds from the Certificate Account for purposes set forth in the       
pooling and servicing agreement. See "Payments on Mortgage Assets--Deposits to  
Certificate Account" in the prospectus. On or before the closing date, the      
trustee will establish an account (the "Distribution Account"), which will be   
maintained with the trustee in trust for the benefit of the                     
certificateholders. On or prior to the business day immediately preceding each  
Distribution Date, the Servicer will withdraw from the Certificate Account the  
amount of Available Funds for that Distribution Date and will deposit such      
Available Funds in the Distribution Account. Funds credited to the Certificate  
Account or the Distribution Account may be invested for the benefit and         

S-47  

S-3
50th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 50th
at the risk of the Servicer in permitted investments, as defined in the         
pooling and servicing agreement, that are scheduled to mature on or prior to    
the business day preceding the next Distribution Date. The holders of the       
Class P Certificates will be entitled to all prepayment charges received on     
the Mortgage Loans and such amounts will not be available for distribution to   
the holders of the other certificates. There is no independent verification of  
the transaction accounts or the transaction activity with respect to the        
Distribution Account.                                                           

 Prior to each Determination Date, the Servicer is required to provide
the trustee a report containing the data and information concerning the         
Mortgage Loans that is required by the trustee to prepare the monthly           
statement to certificateholders for the related Distribution Date. See "[ ]"    
in this prospectus supplement. The trustee is not responsible for recomputing,  
recalculating or verifying the information provided to it by the Servicer in    
that report and will be permitted to conclusively rely on any information       
provided to it by the Servicer.                                                 

Investments of Amounts Held in Accounts                                         

  The Certificate Account and the Distribution Account. All funds in the
Certificate Account and the Distribution Account will be invested in permitted  
investments at the direction of the Servicer. All income and gain net of any    
losses realized will be for the benefit of the Servicer as additional           
servicing compensation and will be remitted to it monthly as described herein.  

The amount of any losses incurred in the Certificate Account or the 
Distribution Account in respect of the investments will be deposited by the     
Servicer in the Certificate Account or paid to the trustee for deposit into     
the Distribution Account out of the Servicer's own funds immediately as         
realized. The trustee will 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 or the Distribution Account and made in accordance with     
the pooling and servicing agreement.                                            

S-48  

S-3
51st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 51st
Fees and Expenses                                                               

  The following summarizes the related fees and expenses to be paid from
the assets of the issuing entity and the source of payments for the fees and    
expenses:                                                                       

                                                        [Enlarge/Download Table]

  Type / Recipient (1)              Amount                               General Purpose     
-------------------------  -----------------------------------------   -------------------   
                                                                                             
Fees                                                                                         

Servicing Fee / Servicer   From [   ]% to [   ]% per annum of the        Compensation        
                           Stated Principal Balance of each                                  
                           Mortgage Loan (3)                                                 

Additional Servicing       o   Prepayment Interest Excess (5)            Compensation        
Compensation / Servicer                                                                      

                           o   All late payment fees, assumption fees    Compensation        
                               and other similar charges (excluding                          
                               prepayment charges)                                           

                           o   All investment income earned on           Compensation        
                               amounts on deposit in the Certificate                         
                               Account and Distribution Account.                             

                           o   Excess Proceeds (6)                       Compensation        

Trustee Fee / trustee      [   ]% per annum of the Stated Principal      Compensation        
                           Balance of each Mortgage Loan                                     

[Class [   ] Premium /     [Class [   ] Premium (7)]                     [Compensation]      
Class [   ] Insurer]                                                                         

Expenses                                                                                     

Insurance expenses /       Expenses incurred by the Servicer             Reimbursement of    
Servicer                                                                 Expenses            



  Type / Recipient (1)                   Source (2)                                Frequency 
-------------------------  ----------------------------------------------    --------------- 
                                                                                             
Fees                                                                                         

Servicing Fee / Servicer   Interest collected with respect to each                   Monthly 
                           Mortgage Loan and any Liquidation                                 
                           Proceeds or Subsequent Recoveries that are                        
                           allocable to accrued and unpaid interest (4)                      

Additional Servicing       Interest collections with respect to each            [Time to time
Compensation / Servicer    Mortgage Loan                                       [Periodically]

                           Payments made by obligors with respect to             Time to time
                           the Mortgage Loans                                                

                           Investment income related to the Certificate               Monthly
                           Account and the Distribution Account                              

                           Liquidation Proceeds and Subsequent                   Time to time
                           Recoveries                                                        

Trustee Fee / trustee      Interest Remittance Amount                                 Monthly

[Class [   ] Premium /     [Payments on Mortgage Loans(8)]                       Time to time
Class [   ] Insurer]                                                                         

Expenses                                                                                     

Insurance expenses /       To the extent the expenses are covered by an          Time to time
Servicer                   insurance policy with respect to the                              

                                                    S-49

S-3
52nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 52nd
                                                        [Enlarge/Download Table]

  Type / Recipient (1)               Amount                               General Purpose     
-------------------------   -----------------------------------------   -------------------   
                                                                                              
Servicing Advances /        To the extent of funds available, the         Reimbursement of    
Servicer                    amount of any Servicing Advances.             Expenses            

Indemnification expenses    Amounts for which the seller, the             Indemnification     
/ the Seller, the Servicer  Servicer and the depositor are entitled to                        
and the depositor           indemnification (10)                                              

[Class [   ]                [Class [   ] Reimbursement Amount (11)]       [Reimbursement of   
Reimbursement Amount /                                                    Expenses]           
Class [   ] Insurer]                                                                          



  Type / Recipient (1)                    Source (2)                                Frequency 
-------------------------   ----------------------------------------------    --------------- 
                                                                                              
Servicing Advances /        With respect to each Mortgage Loan, late              Time to time
Servicer                    recoveries of the payments of the costs and                       
                            expenses, Liquidation Proceeds, Subsequent                        
                            Recoveries, purchase proceeds or repurchase                       
                            proceeds for that Mortgage Loan (9)                               

Indemnification expenses    Amounts on deposit on the Certificate                      Monthly
/ the Seller, the Servicer  Account on any Distribution Account                               
and the depositor           Deposit Date, following the transfer to the                       
                            Distribution Account                                              

[Class [   ]                [     (8)]                                                   [   ]
Reimbursement Amount /                                                                        
Class [   ] Insurer]                                                                          

(1)   If the trustee succeeds to the position of Servicer, it will be entitled  
   to receive the same fees and expenses of the Servicer described in this
   prospectus supplement. Any change to the fees and expenses described in
    this prospectus supplement would require an amendment to the pooling and
  servicing agreement. See "[          ]" in this prospectus supplement.

(2)   Unless otherwise specified, the fees and expenses shown in this table     
    are paid (or retained by the Servicer in the case of amounts owed to the
Servicer) prior to distributions on the certificates.               

(3)   The Servicing Fee Rate for each Mortgage Loan will equal [   ]% per annum.
 The amount of the monthly Servicing Fee is subject to adjustment with
    respect to Mortgage Loans that are prepaid in full, as described in this
prospectus supplement under "Servicing of the Mortgage Loans --     
   Adjustment to Servicing Fee in Connection with Certain Prepaid Mortgage
Loans."                                                             

(4)   The Servicing Fee is payable from interest collections on the Mortgage    
Loans, [but may be paid from any other amounts on deposit in the    
    Certificate Account, if interest collections are insufficient to pay the
Servicing Fee].                                                     

(5)   Prepayment Interest Excess is described above in the prospectus           
supplement under "Servicing of the Mortgage Loans -- Adjustment to  
Servicing Compensation in Connection with Certain Prepaid Mortgage  
Loans."                                                             

(6)   The Class [    ] Premium is described above in this prospectus supplement 
under "Credit Enhancement -- The Class [ ] Policy."                 

(7)   The order and priority in which the Class [    ] Insurer is paid these    
amounts from the Class PO Principal Distribution Amount is set forth
under "Distributions on the Certificates -- Principal" in this      
prospectus supplement.                                              

S-50  

S-3
53rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 53rd
(8)   [Reimbursement of Servicing Advances for a Mortgage Loan is limited to    
the late recoveries of the payments of the costs and expenses,      
Liquidation Proceeds, Subsequent Recoveries, purchase proceeds or   
repurchase proceeds for that Mortgage Loan].                        

(9)   Each of the seller, the Servicer and the depositor are entitled to        
indemnification of certain expenses as described in this prospectus 
supplement under "-- Certain Matters related to the Servicer, the   
Depositor and the Seller.]"                                         

(10)  The Class [ ] Preference Amount is described above in this prospectus     
supplement under "[                   ].]"                          

S-51  

S-3
54th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 54th
Distributions                                                                   

Distributions on the certificates will be made by the trustee on the
[25th] day of each month or, if such day is not a business day, on the first    
business day thereafter, commencing in [ ] 200[ ] (each, a "Distribution        
Date"), to the persons in whose names such certificates are registered at the   
close of business on the Record Date. The "Record Date" is the last business    
day of the month immediately preceding the month of such Distribution Date for  
all certificates.                                                               

   Distributions on each Distribution Date will be made by check mailed to
the address of the person entitled thereto as it appears on the applicable      
certificate register or in the case of a certificateholder who has so notified  
the trustee in writing in accordance with the pooling and servicing agreement,  
by wire transfer in immediately available funds to the account of such          
certificateholder at a bank or other depository institution having appropriate  
wire transfer facilities; provided, however, that the final distribution in     
retirement of the certificates will be made only upon presentment and           
surrender of such certificates at the corporate trust office of the trustee.    

Priority of Distributions Among Certificates                                    

As more fully described in this prospectus supplement, distributions
will be made on each Distribution Date on the senior certificates based on the  
Available Funds for such Distribution Date, and distributions on the            
subordinated certificates will be based on any remaining Available Funds for    
such Distribution Date after giving effect to distributions on all classes of   
senior certificates and payment in respect of Class PO Deferred Amounts, and    
will be made in the following order of priority:                                

    o     to interest on each interest-bearing class of senior certificates,
         pro rata based on their respective interest distribution amounts;

     o     to principal on the classes of senior certificates then entitled to
           receive distributions of principal, in the order and subject to the
priorities set forth in this prospectus supplement under
        "Description of the Certificates--Principal," in each case in an
    aggregate amount up to the maximum amount of principal to be
distributed on those classes on the Distribution Date;  

    o     to any Class PO Deferred Amounts, but only from amounts that would
         otherwise be distributed on the Distribution Date as principal of
the subordinated certificates; and                      

 o     to interest on and then principal of each class of subordinated
         certificates, in the order of their numerical class designations,
 in each case subject to the limitations set forth in this
prospectus supplement under "Description of the         
Certificates--Principal."                               

   "Available Funds" for any Distribution Date will be equal to the sum of

  o     all scheduled installments of interest (net of the Expense Fees)
      and principal due on the Mortgage Loans on the Due Date in the
           month in which the Distribution Date occurs and received before the
           related Determination Date, together with any advances with respect
to them;                                                

  o     all proceeds of any primary mortgage guaranty insurance policies
     and any other insurance policies with respect to the Mortgage
Loans, to the extent the proceeds are not applied to the
        restoration of the related mortgaged property or released to the
    mortgagor in accordance with the Servicer's normal servicing
procedures and all other cash amounts                   

S-52  

S-3
55th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 55th
       received and retained in connection with (a) the liquidation of
        defaulted Mortgage Loans, by foreclosure or otherwise during the
       calendar month preceding the month of the Distribution Date (in
           each case, net of unreimbursed expenses incurred in connection with
           a liquidation or foreclosure and unreimbursed advances, if any) and
(b) any Subsequent Recoveries;                          

    o     all partial or full prepayments with respect to the Mortgage Loans
        received during the related Prepayment Period, together with all
           interest paid in connection with the prepayment, other than certain
excess amounts, and Compensating Interest; and          

o     amounts received with respect to the Distribution Date as the 
        Substitution Adjustment Amount or purchase price in respect of a
          deleted Mortgage Loan or a Mortgage Loan repurchased by the Seller
or the Servicer as of the Distribution Date;            

reduced by amounts in reimbursement for advances previously made and other      
amounts as to which the Servicer is entitled to be reimbursed from the          
certificate account pursuant to the pooling and servicing agreement.            

Interest                                                                        

    The classes of offered certificates entitled to receive distributions of
interest will have the respective pass-through rates set forth on the cover     
page of this prospectus supplement or described below.                          

 The pass-through rate for the Class A-X Certificates for the interest
accrual period for any Distribution Date will be equal to the excess of the     
average of the adjusted net mortgage rates of the Non-Discount Mortgage Loans,  
weighted on the basis of their respective Stated Principal Balances as of the   
first day of the related Due Period (after giving effect to prepayments         
received in the Prepayment Period ending during that Due Period), over % per    
annum. The pass-through rate for the Class A-X Certificates for the interest    
accrual period for the first Distribution Date is expected to be approximately  
% per annum.                                                                    

On each Distribution Date, to the extent of funds available, each   
interest bearing class of certificates will be entitled to receive an amount    
allocable to interest for the related interest accrual period. This "interest   
distribution amount" for any interest-bearing class will be equal to the sum    
of (a) interest accrued during the related interest accrual period at the       
applicable pass-through rate on the related Class Certificate Balance or        
Notional Amount, as the case may be, immediately prior to the applicable        
Distribution Date and (b) the sum of the amounts, if any, by which the amount   
described in clause (a) above on each prior Distribution Date exceeded the      
amount actually distributed as interest on the prior Distribution Dates and     
not subsequently distributed (which are called unpaid interest amounts). The    
Class PO Certificates are principal-only certificates and will not bear         
interest.                                                                       

  With respect to each Distribution Date for all of the interest-bearing
certificates, the interest accrual period will be the calendar month preceding  
the month of the Distribution Date. Each interest accrual period will be        
deemed to consist of 30 days. Interest will be calculated and payable on the    
basis of a 360-day year divided into twelve 30-day months.                      

   The interest entitlement described above for each class of certificates
for any Distribution Date will be reduced by the amount of Net Interest         
Shortfalls. With respect to any Distribution Date, the "Net Interest            
Shortfall" is equal to the sum of:                                              

S-53  

S-3
56th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 56th
   o     any net prepayment interest shortfalls for that Distribution Date
and                                                     

     o     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 or a Special Hazard Loss, Fraud Loss, Debt Service
     Reduction or Deficient Valuation, after the exhaustion of the
   respective amounts of coverage provided by the subordinated
certificates for those types of losses.                 

  Net Interest Shortfalls on any Distribution Date will be allocated pro
rata among all interest-bearing classes of certificates on such Distribution    
Date, based on the amount of interest each such class of certificates would     
otherwise be entitled to receive on such Distribution Date, before taking into  
account any reduction in such amounts from such Net Interest Shortfalls.        

A "Relief Act Reduction" is a reduction in the amount of the monthly
interest payment on a Mortgage Loan pursuant to the Servicemembers Civil        
Relief Act or any similar state or local law. See "Legal Aspects of the         
Mortgage Loans--Servicemembers Civil Relief Act" in the prospectus.             

With respect to any Distribution Date, a net prepayment interest    
shortfall is the amount by which the aggregate of prepayment interest           
shortfalls experienced by the Mortgage Loans exceeds the Compensating Interest  
for that Distribution Date. A "prepayment interest shortfall" is the amount by  
which interest paid by a borrower in connection with a prepayment of principal  
on a Mortgage Loan during the portion of a Prepayment Period occurring in the   
month prior to the month of the applicable Distribution Date is less than one   
month's interest at the related Mortgage Rate, net of the related servicing     
fee rate, on the Stated Principal Balance of the Mortgage Loan.                 

   [The Class [ ] Policy does not cover net prepayment interest shortfalls
or Relief Act Reductions allocated to the Class [ ] Certificates.               

In order to provide protection to the holders of the Class [ ]      
Certificates against the allocation thereto of net prepayment interest          
shortfalls and Relief Act Reductions, a reserve fund (the "Reserve Fund" )      
will be established for the benefit of the Class [ ] Certificates into which    
$[ ] will be deposited on the closing date. No additional amounts will be       
deposited into the Reserve Fund after the closing date. If any net prepayment   
interest shortfalls or Relief Act Reductions on the Mortgage Loans are          
allocated to the Class [ ] Certificates on any Distribution Date, the amount    
of such shortfall or reductions will be withdrawn from the Reserve Fund, to     
the extent funds are available, and will be distributed on that Distribution    
Date to the holders of the Class [ ] Certificates. We cannot assure you that    
the amount on deposit in the Reserve Fund will be sufficient to cover net       
prepayment interest shortfalls or Relief Act Reductions allocated to the Class  
[ ] Certificates under all circumstances. The Class [ ] Policy does not cover   
net prepayment interest shortfalls or Relief Act Reductions allocated to the    
Class [ ] Certificates. After the amount on deposit in the Reserve Fund is      
exhausted, the Class [ ] Certificates will bear their proportionate share of    
the net prepayment interest shortfalls and Relief Act Reductions on the         
Mortgage Loans. Any amounts remaining in the Reserve Fund on the Distribution   
Date on which the Class Certificate Balance of the Class [ ] Certificates has   
been reduced to zero will be distributed to [ ]]                                

    The significance percentage for each Yield Maintenance Agreement is less
than 10% and in the aggregate, the significance percentage for all of the       
Yield Maintenance Agreements with the Cap Counterparty is less than 10%. The    
"significance percentage" for each Yield Maintenance Agreement is the           
percentage that the significance estimate of the Yield Maintenance Agreement    
represents of the aggregate Class Principal Balances of the certificates        
related to the Yield Maintenance Agreement. The "significance estimate" of      
each Yield Maintenance Agreement is determined based on a reasonable            
good-faith estimate of the maximum probable exposure of the Yield Maintenance   
Agreement, made in                                                              

S-54  

S-3
57th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 57th
substantially the same manner as that used in IndyMac Bank,                     
F.S.B.'s internal risk management process in respect of similar instruments.    

    If on a particular Distribution Date, Available Funds in the certificate
account applied in the order described above under "--Priority of               
Distributions Among Certificates" are insufficient to make a full distribution  
of the interest entitlement on the certificates, interest will be distributed   
on each class of certificates of equal priority based on the amount of          
interest it would otherwise have been entitled to receive in the absence of     
the shortfall. Any unpaid interest amount will be carried forward and added to  
the amount holders of each class of certificates will be entitled to receive    
on the next Distribution Date. A shortfall could occur, for example, if losses  
realized on the Mortgage Loans were exceptionally high or were concentrated in  
a particular month. Any unpaid interest amount so carried forward will not      
bear interest.                                                                  

[Yield Supplement Amounts]                                                      

The Class [ ] Policy will not cover:                                

     o     shortfalls, if any, attributable to prepayment interest shortfalls;

o     any interest shortfalls resulting from the application of the 
Relief Act or similar state or local laws               

o     any shortfalls, if any, attributable to the liability of the  
           issuing entity, any REMIC, the trustee or any holder of a Class [ ]
         Certificate for withholding taxes, if any (including interest and
     penalties in respect of any liability for withholding taxes).

In addition, the Class [      ] Policy:                             

o     does not cover any risk other than nonpayment, including the  
     failure of the trustee to make any payment required under the
       pooling and servicing agreement to the holders of the Class [ ]
Certificates;                                           

     o     does not guarantee to the holders of the Class [ ] Certificates any
particular rate of principal distribution; and          

   o     does not provide credit enhancement for any class of Certificates
other than the Class [ ] Certificates.                  

Each Corridor Contract will be filed with the SEC as an Exhibit to a
Current Report on Form 8-K after the closing date.                              

Principal                                                                       

    General. All payments and other amounts received in respect of principal
of the Mortgage Loans will be allocated between (a) the Class PO Certificates   
and (b) the senior certificates (other than the Notional Amount Certificates    
and the Class PO Certificates) and the subordinated certificates, in each case  
based on the applicable PO Percentage and the applicable Non-PO Percentage,     
respectively, of those amounts.                                                 

    The Non-PO Percentage with respect to any Mortgage Loan with an adjusted
net mortgage rate less than % (each a "Discount Mortgage Loan") will be equal   
to the adjusted net mortgage rate                                               

S-55  

S-3
58th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 58th
divided by    % and, with respect to any Mortgage Loan with an adjusted net     
mortgage rate equal to or greater than    % (each a "Non-Discount Mortgage      
Loan"), will be 100%.                                                           

The PO Percentage with respect to any Discount Mortgage Loan will be
equal to ( % minus the adjusted net mortgage rate) divided by     % and, with   
respect to any Non-Discount Mortgage Loan, will be 0%.                          

  Non-PO Formula Principal Amount. On each Distribution Date, the Non-PO
Formula Principal Amount will be distributed as principal to the senior         
certificates (other than the Notional Amount Certificates and Class PO          
Certificates) in an amount up to the Senior Principal Distribution Amount and   
as principal of the subordinated certificates, in an amount up to the           
Subordinated Principal Distribution Amount.                                     

The "Non-PO Formula Principal Amount" for any Distribution Date will
equal the sum of:                                                               

(i) the sum of the applicable Non-PO Percentage of:                         

    (a)   all monthly payments of principal due on each Mortgage Loan on the
related Due Date,                                       

   (b)   the principal portion of the purchase price of each Mortgage Loan
        that was repurchased by the seller or another person pursuant to
        the pooling and servicing agreement as of the Distribution Date,
 excluding any Mortgage Loan that was repurchased due to a
modification of the Mortgage Rate,                      

   (c)   the Substitution Adjustment Amount in connection with any deleted
     Mortgage Loan received with respect to the Distribution Date,

(d)   any insurance proceeds or liquidation proceeds allocable to   
  recoveries of principal of Mortgage Loans that are not yet
    Liquidated mortgage loans received during the calendar month
preceding the month of the Distribution Date,           

(e)   with respect to each Mortgage Loan that became a Liquidated   
          Mortgage Loan during the calendar month preceding the month of the
           Distribution Date, the amount of the liquidation proceeds allocable
   to principal received with respect to the Mortgage Loan and

(f)   all partial and full principal prepayments by borrowers on the
     Mortgage Loans received during the related Prepayment Period,
    including the principal portion of the purchase price of any
      Mortgage Loans that was repurchased due to modification of the
Mortgage Rate,                                          

(ii)  (A) any Subsequent Recoveries received during the calendar month  
preceding the month of the Distribution Date, or (B) with respect to            
Subsequent Recoveries attributable to a Discount Mortgage Loan that incurred    
(1) an Excess Loss or (2) a Realized Loss after the Senior Credit Support       
Depletion Date, the Non-PO Percentage of any Subsequent Recoveries received     
during the calendar month preceding the month of such Distribution Date.        

  Senior Principal Distribution Amount. On each Distribution Date before
the Senior Credit Support Depletion Date, the Non-PO Formula Principal Amount,  
up to the amount of the Senior Principal Distribution Amount for the            
Distribution Date, will be distributed as principal of the following classes    
of senior certificates, in the following order of priority:                     

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

S-56  

S-3
59th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 59th
o     concurrently, to the Class A-[ ], Class [ ] and Class [ ]     
     Certificates, pro rata, based on their then outstanding Class
        Certificate Balances, until their Class Certificate Balances are
reduced to zero;                                        

    o     sequentially, to the Class [ ] and Class [ ] Certificates, in that
    order, until their respective Class Certificate Balances are
reduced to zero;                                        

    o     sequentially, to the Class [ ] and Class [ ] Certificates, in that
    order, until their respective Class Certificate Balances are
reduced to zero; and                                    

    o     to the Class [ ] Certificates, until its Class Certificate Balance
is reduced to zero.                                     

 Notwithstanding the foregoing, on each Distribution Date on and after
the Senior Credit Support Depletion Date, the Non-PO Formula Principal Amount   
will be distributed, concurrently as principal of the classes of senior         
certificates (other than the Notional Amount Certificates and the Class PO      
Certificates), pro rata, in accordance with their respective Class Certificate  
Balances immediately before that Distribution Date.                             

The "Senior Credit Support Depletion Date" is the date on which the 
Class Certificate Balance of each class of subordinated certificates has been   
reduced to zero.                                                                

 "Prepayment Period" means for any Distribution Date and Due Date, the
period commencing on the sixteenth day of the prior calendar month (or, in the  
case of the first Distribution Date, the Cut-off Date) and ending on the        
fifteenth day of the calendar month in which such Distribution Date occurs.     

The "Senior Principal Distribution Amount" for any Distribution Date
will equal the sum of                                                           

   o     (i) the Senior Percentage of the Non-PO Percentage of all amounts
    described in subclauses (a) through (d) of clause (i) of the
definition of "Non-PO Formula Principal Amount" for that
Distribution Date,                                      

    o     (ii) for each Mortgage Loan that became a Liquidated Mortgage Loan
         during the calendar month preceding the month of the Distribution
Date, the lesser of                                     

          (a)   the Senior Percentage of the applicable Non-PO Percentage of
         the Stated Principal Balance of the Mortgage Loan and

(b)   either                                            

          (x)if no Excess Loss were sustained on a Liquidated Mortgage
           Loan the Senior Prepayment Percentage of the applicable
               Non-PO Percentage of the amount of the liquidation proceeds
           allocable to principal received on the Mortgage Loan or

   (y)if an Excess Loss were sustained on the Liquidated
          Mortgage Loan during the preceding calendar month, the
                Senior Percentage of the applicable Non-PO Percentage of the
             amount of the liquidation proceeds allocable to principal
received on the Mortgage Loan, and          

o     (iii) the sum of                                              

S-57  

S-3
60th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 60th
          (x)the Senior Prepayment Percentage of the applicable Non-PO
              Percentage of amounts described in subclause (f) of clause
              (i) of the definition of "Non-PO Formula Principal Amount"
for the Distribution Date; and              

   (y)the Senior Prepayment Percentage of any Subsequent
            Recoveries described in clause (ii) of the definition of
              Non-PO Formula Principal Amount for the Distribution Date;

provided, however, that if a Bankruptcy Loss that is an Excess Loss is          
sustained on a Mortgage Loan that is not a Liquidated Mortgage Loan, the        
Senior Principal Distribution Amount will be reduced on the related             
Distribution Date by the Senior Percentage of the applicable Non-PO Percentage  
of the principal portion of the Bankruptcy Loss.                                

    "Stated Principal Balance" means for any Mortgage Loan and any Due Date,
the unpaid principal balance of the Mortgage Loan as of that Due Date, as       
specified in its amortization schedule at the time (before any adjustment to    
the amortization schedule for any moratorium or similar waiver or grace         
period), after giving effect to (i) previous partial prepayments of principal   
and the payment of principal due on that Due Date, irrespective of any          
delinquency in payment by the related mortgagor and (ii) liquidation proceeds   
allocable to principal received in the prior calendar month and prepayments of  
principal received through the last day of the related Prepayment Period, in    
each case, with respect to that Mortgage Loan. The pool principal balance       
equals the aggregate of the Stated Principal Balances of the Mortgage Loans.    

The "Senior Percentage" for any Distribution Date is the percentage 
equivalent of a fraction the numerator of which is the aggregate of the Class   
Certificate Balances of each class of senior certificates (other than the       
Class PO Certificates and the Notional Amount Certificates) immediately before  
the Distribution Date and the denominator of which is the aggregate Class       
Certificate Balance of the certificates (other than the Class PO Certificates   
and the Notional Amount Certificates) immediately prior to such Distribution    
Date. For any Distribution Date, the "Subordinated Percentage" will be          
calculated as the difference between 100% and the Senior Percentage on such     
Distribution Date.                                                              

  The "Senior Prepayment Percentage" for any Distribution Date occurring
during the five years beginning on the first Distribution Date will equal       
100%. Thereafter, the Senior Prepayment Percentage will be subject to gradual   
reduction as described in the following paragraph. This disproportionate        
allocation of unscheduled payments of principal will have the effect of         
accelerating the amortization of the senior certificates (other than the Class  
PO Certificates and Notional Amount Certificates) that receive these            
unscheduled payments of principal while, in the absence of Realized Losses,     
increasing the interest in the pool principal balance evidenced by the          
subordinated certificates. Increasing the respective interest of the            
subordinated certificates relative to that of the senior certificates is        
intended to preserve the availability of the subordination provided by the      
subordinated certificates. The Subordinated Prepayment Percentage as of any     
Distribution Date will be calculated as the difference between 100% and the     
Senior Prepayment Percentage on that Distribution Date.                         

   The Senior Prepayment Percentage for any Distribution Date occurring on
or after the fifth anniversary of the first Distribution Date will be as        
follows: for any Distribution Date in the first year thereafter, the Senior     
Percentage plus 70% of the Subordinated Percentage for the Distribution Date;   
for any Distribution Date in the second year thereafter, the Senior Percentage  
plus 60% of the Subordinated Percentage for the Distribution Date; for any      
Distribution Date in the third year thereafter, the Senior Percentage plus 40%  
of the Subordinated Percentage for the Distribution Date; for any Distribution  
Date in the fourth year thereafter, the Senior Percentage plus 20% of the       
Subordinated Percentage for the Distribution Date; and for any Distribution     
Date thereafter, the Senior Percentage for the Distribution                     

S-58  

S-3
61st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 61st
Date (unless on any Distribution Date the Senior Percentage exceeds the initial 
Senior Percentage, in which case such Senior Prepayment Percentage for the      
Distribution Date will once again equal 100%).                                  

Notwithstanding the foregoing, no decrease in the Senior Prepayment 
Percentage will occur unless both of the step down conditions listed below are  
satisfied:                                                                      

o     the outstanding stated principal balance of all Mortgage Loans
         delinquent 60 days or more (averaged over the preceding six month
    period) (including any Mortgage Loans subject to foreclosure
         proceedings, real estate owned by the issuing entity and Mortgage
         Loans the mortgagors of which are in bankruptcy), as a percentage
          of the Class Certificate Balances of the subordinated certificates
      immediately prior to that Distribution Date, does not equal or
exceed 50%; and                                         

o     cumulative Realized Losses on the Mortgage Loans do not exceed

o     commencing with the Distribution Date on the fifth
        anniversary of the first Distribution Date, % of the
                principal balance of the subordinated certificates as of the
                closing date (the "original subordinate principal balance"),

o     commencing with the Distribution Date on the sixth
                 anniversary of the first Distribution Date, % of the original
subordinate principal balance,              

  o     commencing with the Distribution Date on the seventh
                 anniversary of the first Distribution Date, % of the original
subordinate principal balance,              

 o     commencing with the Distribution Date on the eighth
                 anniversary of the first Distribution Date, % of the original
subordinate principal balance, and          

o     commencing with the Distribution Date on the ninth
                 anniversary of the first Distribution Date, % of the original
subordinate principal balance.              

 If on any Distribution Date the allocation to the class or classes of
senior certificates (other than the Class PO Certificates) then entitled to     
distributions of principal and other amounts in the percentages required above  
would reduce the outstanding Class Certificate Balance of the class or classes  
below zero, the distribution to the class or classes of certificates of the     
related Senior Percentage and Senior Prepayment Percentage of those amounts     
for the Distribution Date will be limited to the percentage necessary to        
reduce the related Class Certificate Balance(s) to zero.                        

    Subordinated Principal Distribution Amount. On each Distribution Date to
the extent of Available Funds, the Non-PO Formula Principal Amount, up to the   
amount of the Subordinated Principal Distribution Amount for the Distribution   
Date, will be distributed as principal of the subordinated certificates.        
Except as provided in the next paragraph, each class of subordinated            
certificates will be entitled to receive its pro rata share of the              
Subordinated Principal Distribution Amount (based on its respective Class       
Certificate Balance), in each case to the extent of the amount available from   
Available Funds for distribution of principal. Distribution of each class of    
subordinated certificate's pro rata share of the Subordinated Principal         
Distribution Amount will be made sequentially to the classes of subordinated    
certificates in the order of their numerical class designations, beginning      
with the Class B-1 Certificates, until their respective Class Certificate       
Balances are reduced to zero.                                                   

   With respect to each class of subordinated certificates (other than the
class of subordinated certificates then outstanding with the highest priority   
of distribution), if on any Distribution Date the sum                           

S-59  

S-3
62nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 62nd
of the Class Subordination Percentages of such class and all classes of         
subordinated certificates that have higher numerical class designations than    
that class (the "Applicable Credit Support Percentage") is less than the        
Applicable Credit Support Percentage for that class on the date of issuance of  
the certificates (the "Original Applicable Credit Support Percentage"), no      
distribution of partial principal prepayments and principal prepayments in full 
will be made to any of those classes (the "Restricted Classes") and the amount  
of partial principal prepayments and principal prepayments in full otherwise    
distributable to the Restricted Classes will be allocated among the remaining   
classes of subordinated certificates, pro rata, based upon their respective     
Class Certificate Balances, and distributed in the sequential order described   
above.                                                                          

 The "Class Subordination Percentage" with respect to any Distribution
Date and each class of subordinated certificates, will equal the fraction       
(expressed as a percentage) the numerator of which is the Class Certificate     
Balance of that class of subordinated certificates immediately before the       
Distribution Date and the denominator of which is the aggregate Class           
Certificate Balance of all classes of certificates immediately before the       
Distribution Date.                                                              

  The approximate Original Applicable Credit Support Percentages for the
subordinated certificates on the date of issuance of the certificates are       
expected to be as follows:                                                      

            Class B-1..............................          %
            Class B-2..............................          %
            Class B-3..............................          %
            Class B-4..............................          %
            Class B-5..............................          %
            Class B-6..............................          %

 The "Subordinated Principal Distribution Amount" for any Distribution
Date will equal the sum of:                                                     

  o     the Subordinated Percentage of the applicable Non-PO
                 Percentage of all amounts described in subclauses (a) through
          (d) of clause (i) of the definition of "Non-PO Formula
Principal Amount" for the Distribution Date,

           o     for each Mortgage Loan that became a Liquidated Mortgage Loan
        during the calendar month preceding the month of the
              Distribution Date, the applicable Non-PO Percentage of the
              portion of the liquidation proceeds allocable to principal
           received on the Mortgage Loan, after application of the
               amounts pursuant to clause (ii) of the definition of Senior
        Principal Distribution Amount up to the Subordinated
                Percentage of the applicable Non-PO Percentage of the Stated
Principal Balance of the Mortgage Loan,     

      o     the Subordinated Prepayment Percentage of the applicable
               Non-PO Percentage of the amounts described in subclause (f)
                of clause (i) of the definition of "Non-PO Formula Principal
Amount" for the Distribution Date, and      

      o     the Subordinated Prepayment Percentage of any Subsequent
            Recoveries described in clause (ii) of the definition of
              Non-PO Formula Principal Amount for the Distribution Date,

 reduced by the amount of any payments in respect of Class PO Deferred
Amounts on the Distribution Date.                                               

S-60  

S-3
63rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 63rd
Residual Certificates. The Class A-R Certificates will remain       
outstanding for so long as the issuing entity shall exist, regardless of        
whether they are receiving current distributions of principal or interest. In   
addition to distributions of interest and principal as described above, on      
each Distribution Date, the holders of the Class A-R Certificates will be       
entitled to receive any Available Funds remaining after payment of interest     
and principal on the senior certificates and Class PO Deferred Amounts on the   
Class PO Certificates and interest and principal on the subordinated            
certificates, as described above. It is not anticipated that there will be any  
significant amounts remaining for that distribution.                            

Class PO Principal Distribution Amount. On each Distribution Date,  
distributions of principal of the Class PO Certificates will be made in an      
amount equal to the lesser of (x) the PO Formula Principal Amount for the       
Distribution Date and (y) the product of                                        

 o     Available Funds remaining after distribution of interest on the
senior certificates and                                 

o     a fraction, the numerator of which is the PO Formula Principal
        Amount and the denominator of which is the sum of the PO Formula
      Principal Amount and the Senior Principal Distribution Amount.

   If the Class PO Principal Distribution Amount on a Distribution Date is
calculated as provided in clause (y) above, principal distributions to holders  
of the senior certificates (other than the Class PO Certificates) will be in    
an amount equal to the product of Available Funds remaining after distribution  
of interest on the senior certificates and a fraction, the numerator of which   
is the Senior Principal Distribution Amount and the denominator of which is     
the sum of the Senior Principal Distribution Amount and the PO Formula          
Principal Amount.                                                               

  The "PO Formula Principal Amount" for any Distribution Date will equal
the sum of:                                                                     

o     (i) the sum of the applicable PO Percentage of:               

    o     (a) all monthly payments of principal due on each Mortgage Loan on
the related Due Date,                                   

  o     (b) the principal portion of the purchase price of each Mortgage
          Loan that was repurchased by the seller or another person pursuant
           to the pooling and servicing agreement as of the Distribution Date,
 excluding any Mortgage Loan that was repurchased due to a
modification of the Mortgage Rate,                      

o     (c) the Substitution Adjustment Amount in connection with any 
 deleted Mortgage Loan received for the Distribution Date,

 o     (d) any insurance proceeds or liquidation proceeds allocable to
  recoveries of principal of Mortgage Loans that are not yet
    Liquidated Mortgage Loans received during the calendar month
preceding the month of the Distribution Date,           

   o     (e) for each Mortgage Loan that became a Liquidated Mortgage Loan
         during the calendar month preceding the month of the Distribution
       Date, the amount of liquidation proceeds allocable to principal
received on the Mortgage Loan, and                      

    o     (f) all partial and full principal prepayments by borrowers on the
     Mortgage Loans received during the related Prepayment Period,
including the principal portion of the                  

S-61  

S-3
64th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 64th
         purchase price of any Mortgage Loans that were repurchased due to
modification of the Mortgage Rate, and                  

o     (ii) with respect to Subsequent Recoveries attributable to a  
        Discount Mortgage Loan that incurred (1) an Excess Loss or (2) a
         Realized Loss after the Senior Credit Support Depletion Date, the
      PO Percentage of any Subsequent Recoveries received during the
     calendar month preceding the month of such Distribution Date.

Allocation of Losses                                                            

On each Distribution Date, the PO Percentage of any Realized Loss,  
including any Excess Loss, on a Discount Mortgage Loan will be allocated to     
the Class PO Certificates until its Class Certificate Balance is reduced to     
zero. The amount of any Realized Loss, other than an Excess Loss allocated in   
accordance with the previous sentence, on or before the Senior Credit Support   
Depletion Date will be treated as a "Class PO Deferred Amount." To the extent   
funds are available on the Distribution Date or on any future Distribution      
Date from amounts that would otherwise be allocable from Available Funds to     
the Subordinated Principal Distribution Amount, Class PO Deferred Amounts will  
be paid on the Class PO Certificates before distributions of principal on the   
subordinated certificates. Any distribution of Available Funds in respect of    
unpaid Class PO Deferred Amounts will not further reduce the Class Certificate  
Balance of the Class PO Certificates. The Class PO Deferred Amounts will not    
bear interest. The Class Certificate Balance of the subordinated certificates   
then outstanding with the highest numerical class designation will be reduced   
by the amount of any payments in respect of Class PO Deferred Amounts on the    
Class PO Certificates. After the Senior Credit Support Depletion Date, no new   
Class PO Deferred Amounts will be created.                                      

  On each Distribution Date, the Non-PO Percentage of any Realized Loss,
other than any Excess Loss, will be allocated first to the subordinated         
certificates, in the reverse order of their numerical class designations        
(beginning with the class of subordinated certificates then outstanding with    
the highest numerical class designation), in each case until the Class          
Certificate Balance of each subordinated certificate has been reduced to zero,  
and then to the senior certificates (other than the Notional Amount             
Certificates and the Class PO Certificates) pro rata, based upon their          
respective Class Certificate Balances.                                          

 On each Distribution Date, the applicable Non-PO Percentage of Excess
Losses will be allocated pro rata among all classes of certificates (other      
than the Notional Amount Certificates and the Class PO and Class P              
Certificates) based upon their respective Class Certificate Balances            
immediately prior to such Distribution Date.                                    

[Any Realized Losses, including Excess Losses, on the Mortgage Loans
allocable to the Class [ ] Certificates will be covered by the Class [ ]        
Policy. See "Credit Enhancement--The Class [ ] Policy" in this prospectus       
supplement.]                                                                    

    Because principal distributions are paid to some classes of certificates
(other than the Class PO Certificates) before other classes of certificates,    
holders of the certificates that are entitled to receive principal later bear   
a greater risk of being allocated Realized Losses on the Mortgage Loans than    
holders of classes that are entitled to receive principal earlier.              

    In general, a "Realized Loss" means, for a Liquidated Mortgage Loan, the
amount by which the remaining unpaid principal balance of the Mortgage Loan     
exceeds the amount of liquidation proceeds applied to the principal balance of  
the related Mortgage Loan. "Excess Losses" are Special Hazard Losses in excess  
of the Special Hazard Loss Coverage Amount, Bankruptcy Losses in excess of the  
Bankruptcy                                                                      

S-62  

S-3
65th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 65th
Loss Coverage Amount and Fraud Losses in excess of the Fraud Loss Coverage      
Amount. "Bankruptcy Losses" are losses that are incurred as a result of Debt    
Service Reductions and Deficient Valuations. "Special Hazard Losses" are        
Realized Losses in respect of Special Hazard Mortgage Loans. "Fraud Losses" are 
losses sustained on a Liquidated Mortgage Loan by reason of a default arising   
from fraud, dishonesty or misrepresentation. See "Credit                        
Enhancement--Subordination" in this prospectus supplement.                      

 A "Liquidated Mortgage Loan" is a defaulted Mortgage Loan as to which
the Servicer has determined that all recoverable liquidation and insurance      
proceeds have been received. A "Special Hazard Mortgage Loan" is a Liquidated   
Mortgage Loan as to which the ability to recover the full amount due            
thereunder was substantially impaired by a hazard not insured against under a   
standard hazard insurance policy of the type described in the prospectus under  
"Credit Enhancement--Special Hazard Insurance Policies." See "Credit            
Enhancement--Subordination" in this prospectus supplement.                      

  "Subsequent Recoveries" are unexpected recoveries, net of reimbursable
expenses, with respect to a Liquidated Mortgage Loan that resulted in a         
Realized Loss in a month prior to the month of receipt of such recoveries.      

 The pooling and servicing agreement does not permit the allocation of
Realized Losses to the Class P Certificates.                                    

Structuring Assumptions                                                         

Unless otherwise specified, the information in the tables in this   
prospectus supplement has been prepared on the basis of the following assumed   
characteristics of the Mortgage Loans and the following additional              
assumptions, which combined are the structuring assumptions:                    

o     the pool consists of [two] mortgage loans with the following  
characteristics:                                        

                                                               Remaining
                                    Net      Original Term     Term to
      Principal       Mortgage    Mortgage     to Maturity      Maturity
        Balance          Rate        Rate       (in Months)    (in Months)
        -------          ----        ----       -----------    -----------
$                         %           %                             
$                         %           %                             

    o     the Mortgage Loans prepay at the specified constant percentages of
PPC,                                                    

o     no defaults in the payment by mortgagors of principal of and  
interest on the Mortgage Loans are experienced,         

    o     scheduled payments on the Mortgage Loans are received on the first
        day of each month commencing in the calendar month following the
         closing date and are computed before giving effect to prepayments
      received on the last day of the prior month, calculated at the
expiration of the remaining interest-only term,         

    o     Any Interest Only Loan with a remaining interest-only term greater
  than zero does not amortize during the remaining interest-

S-63  

S-3
66th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 66th
           only term. At the end of the remaining interest-only term, any such
      Mortgage Loan will amortize in amounts sufficient to repay the
         current principal balance of any Mortgage Loan over the remaining
term to maturity                                        

o     prepayments are allocated as described in this prospectus     
       supplement without giving effect to loss and delinquency tests,

o     there are no Net Interest Shortfalls and prepayments represent
         prepayments in full of individual Mortgage Loans and are received
          on the last day of each month, commencing in the calendar month of
the closing date,                                       

o     the scheduled monthly payment for each Mortgage Loan has been 
        calculated such that each Mortgage Loan will amortize in amounts
           sufficient to repay the current balance of the Mortgage Loan by its
respective remaining term to maturity,                  

o     the initial Class Certificate Balance or Notional Amount, as  
        applicable, of each class of certificates is as set forth on the
        cover page of this prospectus supplement or as described in this
prospectus supplement under "Description of the         
     Certificates--General," and "--Notional Amount Certificates,"

    o     interest accrues on each interest bearing class of certificates at
        the applicable interest rate set forth or described on the cover
  page of this prospectus supplement or as described in this
prospectus supplement,                                  

   o     distributions in respect of the certificates are received in cash
           on the day of each month commencing in the calendar month following
the closing date,                                       

o     the closing date of the sale of the certificates is , 200[ ], 

    o     the Class P Certificates have an initial Class Certificate Balance
of $0.00,                                               

o     the seller is not required to repurchase or substitute for any
Mortgage Loan,                                          

  o     the Servicer is not required to repurchase any modified Mortgage
Loan,                                                   

o     the Servicer does not exercise the option to repurchase the   
    Mortgage Loans described in this prospectus supplement under
"--Optional Termination" and                            

o     no class of certificates becomes a Restricted Class.          

    The prepayment model used in this prospectus supplement (the "Prepayment
Assumption") represents an assumed rate of prepayment each month relative to    
the then outstanding principal balance of a pool of mortgage loans for the      
life of those mortgage loans. The Prepayment Assumption ("PPC") does not        
purport to be a historical description of prepayment experience or a            
prediction of the anticipated rate of prepayment of any pool of mortgage        
loans, including the mortgage loans. [A 100% PPC assumes a constant prepayment  
rate ("CPR") of 6% per annum of the then outstanding principal balance of the   
mortgage loans in the first month of the life of the mortgage loans and an      
additional approximately 1.0909090909% per annum in each month thereafter       
until the twelfth month. Beginning in the twelfth month and in each month       
thereafter during the life of the mortgage loans, 100% PPC assumes a constant   
prepayment rate of 18% per annum each month. 0% PPC assumes no prepayments.     
Correspondingly, 200% PPC assumes prepayment rates equal to two times PPC, and  
so forth.]                                                                      

S-64  

S-3
67th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 67th
 Although it is assumed that each of the Mortgage Loans prepays at the
specified constant percentages of the Prepayment Assumption, this is not        
likely to be the case. Moreover, discrepancies may exist between the            
characteristics of the actual Mortgage Loans which will be delivered to the     
trustee and characteristics of the Mortgage Loans used in preparing the         
tables.                                                                         

Reports to Certificateholders                                                   

 The monthly statement is prepared by the trustee based on information
provided by the Servicer. The trustee is not responsible for recomputing,       
recalculating or verifying the information provided to it by the Servicer and   
will be permitted to conclusively rely on any information provided to it by     
the Servicer. The report to certificateholders may include additional or other  
information of a similar nature to that specified above.                        

[Voting Rights                                                                  

As of any date of determination:                                    

     o     holders of the Class [ ], Class [ ] and Class [ ] Certificates will
     each be allocated [ ]% of all voting rights in respect of the
          certificates (collectively, the "Voting Rights") (for a total of [
]% of the Voting Rights), and                           

    o     holders of the other classes of Certificates will be allocated the
 remaining Voting Rights in proportion to their respective
outstanding Class Certificate Balance.                  

   Voting Rights will be allocated among the certificates of each class in
accordance with their respective Percentage Interests. However, on any date on  
which any Class [ ] Certificates are outstanding or any amounts are owed the    
Class [ ] Insurer under the pooling and servicing agreement, the Class [ ]      
Insurer will have all of the Voting Rights of the Class [ ] Certificates        
unless the Class [ ] Insurer fails to make a required payment under the Class   
[ ] Policy, a proceeding in bankruptcy shall have been instituted by the Class  
[ ] Insurer, or a decree or order for relief shall have been issued in respect  
of a proceeding in bankruptcy against the Class [ ] Insurer and shall remain    
unstayed for a period of [ ] consecutive days.]                                 

Termination of the Issuing Entity; Optional Termination                         

 The Servicer will have the right to repurchase all remaining Mortgage
Loans and foreclosed or otherwise repossessed properties and thereby effect     
early retirement of the certificates, subject to the aggregate Stated           
Principal Balance of the Mortgage Loans and any related foreclosed or           
otherwise repossessed properties at the time of repurchase being less than 10%  
of the aggregate Stated Principal Balance of the Mortgage Loans as of the       
cut-off date. In the event the Servicer exercises such option, the purchase     
price distributed with respect to each affected certificate will be 100% of     
its then outstanding principal balance plus any Class PO Deferred Amounts in    
the case of the Class PO Certificates and, in the case of an interest-bearing   
certificate, any unpaid accrued interest on such principal balance at the       
applicable pass-through rate, in each case subject to reduction as provided in  
the pooling and servicing agreement if the purchase price is based in part on   
the appraised value of any foreclosed or otherwise repossessed properties or    
delinquent Mortgage Loans and the appraised value is less than the Stated       
Principal Balance of the related Mortgage Loans. Distributions in respect of    
any such optional termination will first be paid to the senior certificates     
and then, except as set forth in the pooling and servicing agreement, to the    
subordinated certificates. The proceeds from any optional termination may not   
be sufficient to distribute the full amount to which each class of              
certificates is entitled if the purchase price is                               

S-65  

S-3
68th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 68th
based in part on the appraised value of any foreclosed or otherwise repossessed 
properties or delinquent Mortgage Loans and such appraised value is less than   
the Stated Principal Balance of the Mortgage Loan.                              

The issuing entity also will terminate upon notice to the trustee of
either the later of: (i) the distribution to certificateholders of the final    
payment or collection with respect to the last Mortgage Loan, or (ii) the       
disposition of all funds with respect to the last Mortgage Loan and the         
remittance of all funds due under the pooling and servicing agreement;          
provided, however, that in no event will the issuing entity terminate later     
than twenty-one years after the death of the last surviving lineal descendant   
of the person named in the pooling and servicing agreement.                     

    The pooling and servicing agreement requires each Servicer to direct the
trustee to send a notice of final distribution to each certificateholder in     
the event that no mortgage loans are outstanding and the issuing entity no      
other than the funds in the Certificate Account. The trustee will be required   
to promptly send the notice of final distribution by letter to                  
certificateholders mailed not later than the 15th day of the month of such      
final distribution. Any such notice of final distribution will be required to   
specify (a) the distribution date upon which final distribution on the          
certificates will be made upon presentation and surrender of certificates at    
the office designated in the notice, (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 such distribution date is not applicable,               
distributions being made only upon presentation and surrender of the            
certificates at the office specified in the notice.                             

   In the event a notice of final distribution is given, the Servicer will
be required to remit all funds in the Certificate Account to the trustee for    
deposit in the Distribution Account on the business day prior to the            
applicable Distribution Date in an amount equal to the final distribution in    
respect of the certificates. Upon final deposit with respect to the issuing     
entity and the receipt by the trustee of a request for release of the mortgage  
loan files, the trustee will be required to promptly release the mortgage loan  
files to the Servicer or its designee.                                          

    Upon presentation and surrender of the certificates, the trustee will be
required to cause to be distributed to the certificateholders of each class     
(after reimbursement of all amounts due to each Servicer, the depositor and     
the trustee pursuant to the pooling and servicing agreement) (i) its Class      
Certificate Balance plus accrued interest in the case of an interest bearing    
certificate and all other amounts to which such classes are entitled and (ii)   
as to the Class R certificateholders, the amount, if any, which remains on      
deposit in the Distribution Account (other than the amounts retained to meet    
claims) after application pursuant to clause (i) above.                         

In the event that any affected certificateholder does not surrender 
certificates for cancellation within six months after the date specified in     
the notice of final distribution, the trustee will be required to give a        
second written notice to the remaining certificateholders to surrender their    
certificates for cancellation and receive the final distribution. If within     
six months after the second notice all the applicable certificates 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 related  
costs will be paid out of the funds and other assets which remain a part of     
the issuing entity. If within one year after the second notice all              
certificates have not been surrendered for cancellation, the Class A-R          
Certificateholders will be entitled to all unclaimed funds and other assets of  
the issuing entity.                                                             

Certain Matters Regarding the Servicer, the Depositor and the Seller            

  The prospectus describes the indemnification to which the Servicer and
the depositor (and their respective directors, officers, employees and agents)  
are entitled and also describes the limitations on any                          

S-66  

S-3
69th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 69th
liability of the Servicer and the depositor (and their respective directors,    
officers, employees and agents) to the issuing entity. See "The                 
Agreements--Certain Matters Regarding the Servicer and the Depositor" in the    
prospectus. The pooling and servicing agreement provides that these same        
provisions regarding indemnification and exculpation apply to the Seller.       

Ownership of the Residual Certificates                                        

[ ]                                                                 

Restrictions on Transfer of the Class A-R Certificates                          

The Class A-R Certificates will be subject to the restrictions on   
transfer described in the prospectus (as modified by the restrictions imposed   
by the Treasury Regulations and described in this prospectus supplement under   
"Material Federal Income Tax Consequences") under "Material Federal Income Tax  
Consequences--REMIC Certificates--Tax-Related Restrictions on Transfers of      
Residual Certificates--Disqualified Organizations," "--Noneconomic Residual     
Certificates" and "--Foreign Investors." The Class A-R Certificates (in         
addition to other ERISA-restricted classes of certificates, as described in     
the pooling and servicing agreement) may not be acquired by a Plan. See "ERISA  
Considerations" in this prospectus supplement. The Class A-R Certificates will  
contain a legend describing the foregoing restrictions.                         

Restrictions on Investment, Suitability Requirements                            

An investment in the certificates may not be appropriate for all    
investors due to tax, ERISA or other legal requirements. Investors should       
review the disclosure included in this prospectus supplement and the            
prospectus under "Material Federal Income Tax Consequences," "ERISA             
Considerations" and "Legal Matters" prior to any acquisition and are            
encouraged to consult with their advisors prior to purchasing the               
certificates.                                                                   

S-67  

S-3
70th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 70th
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS   

General                                                                         

The effective yield to the holders of each interest bearing class of
certificates will be lower than the yield otherwise produced by the applicable  
pass-through rate and the purchase price of the certificates because monthly    
distributions will not be payable to the holders until the                      
   day (or, if that day is not a business day, the following business day)
of the month following the month in which interest accrues on the Mortgage      
Loans (without any additional distribution of interest or earnings on them for  
the delay).                                                                     

Delinquencies on the Mortgage Loans that are not advanced by or on  
behalf of the Servicer (because amounts, if advanced, would be                  
nonrecoverable), will adversely affect the yield on the certificates. Because   
of the priority of distributions, shortfalls resulting from delinquencies on    
the Mortgage Loans not so advanced will be borne first by the subordinated      
certificates, in the reverse order of their numerical class designations, and   
then by the senior certificates, pro rata. If, as a result of shortfalls on     
the Mortgage Loans, the sum of the aggregate of the Class Certificate Balances  
of all classes of certificates exceeds the aggregate principal balance of the   
Mortgage Loans, the Class Certificate Balance of the class of subordinated      
certificates then outstanding with the highest numerical class designation      
will be reduced by the amount of the excess.                                    

   Net Interest Shortfalls will adversely affect the yields on the classes
of offered certificates that bear interest. Although all losses initially will  
be borne by the subordinated certificates, in the reverse order of their        
numerical class designations (either directly or through distributions in       
respect of Class PO Deferred Amounts), Excess Losses will be borne by all       
classes of certificates (other than the Class P Certificates and the Notional   
Amount Certificates) on a pro rata basis. Moreover, because the Subordinated    
Principal Distribution Amount for each Distribution Date will be reduced by     
the amount of any distributions on the Distribution Date in respect of Class    
PO Deferred Amounts on the Class PO Certificates, the amount distributable as   
principal on each Distribution Date to each class of subordinated certificates  
then entitled to a distribution of principal will be less than it otherwise     
would be in the absence of the Class PO Deferred Amounts. As a result, the      
yields on the offered certificates will depend on the rate and timing of        
Realized Losses, including Excess Losses. Excess Losses could occur at a time   
when one or more classes of the subordinated certificates are still             
outstanding and otherwise available to absorb other types of Realized Losses.   

Prepayment Considerations and Risks                                             

The rate of principal distributions on the offered certificates, the
aggregate amount of distributions on the offered certificates and the yield to  
maturity of the offered certificates will be related to the rate and timing of  
payments of principal on the Mortgage Loans. The rate of principal payments on  
the Mortgage Loans will in turn be affected by the amortization schedules of    
the Mortgage Loans and by the rate of principal prepayments, including for      
this purpose prepayments resulting from refinancing, liquidations of the        
Mortgage Loans due to defaults, casualties, condemnations and repurchases by    
the seller or Servicer. Except for certain of the Mortgage Loans that have a    
prepayment charge if the related mortgagor prepays such Mortgage Loan during a  
period ranging from one year to [three][five] years after origination, the      
Mortgage Loans may be prepaid by the mortgagors at any time without a           
prepayment charge. Because certain of the Mortgage Loans contain prepayment     
charges, the rate of principal prepayments may be less than the rate of         
principal payments for Mortgage Loans that did not have prepayment charges.     
The holders of the Class P Certificates will be entitled to all prepayment      
charges received on the Mortgage Loans, and those amounts will not be           
available for distribution on the other classes of certificates. Under certain  
circumstances, as described in the pooling and servicing agreement,             

S-68  

S-3
71st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 71st
the Servicer may waive the payment of any otherwise applicable prepayment       
charge. Investors should conduct their own analysis of the effect, if any, that 
the prepayment charges, and decisions by the Servicer with respect to the       
waiver thereof, may have on the prepayment performance of the Mortgage Loans.   
The depositor makes no representations as to the effect that the prepayment     
charges, and decisions by the Servicer with respect to the waiver thereof, may  
have on the prepayment performance of the Mortgage Loans. In addition, the      
interest only Mortgage Loans do not provide for any payments of principal for   
an extended period following their origination. These Mortgage Loans may        
involve a greater degree of risk because, if the related mortgagor defaults,    
the outstanding principal balance of the Mortgage Loans will be higher than for 
amortizing Mortgage Loans. During their interest-only periods, these Mortgage   
Loans may be less likely to prepay as the interest-only feature may reduce the  
perceived benefits of refinancing due to the smaller monthly payment. However,  
as an interest-only Mortgage Loan approaches the end of its interest-only       
period, it may be more likely to be prepaid, even if market interest rates at   
the time are only slightly higher or lower than the interest rate on the        
interest-only Mortgage Loans as the related borrowers seek to avoid increases   
in their respective monthly mortgage payment. The Mortgage Loans are subject to 
the "due-on-sale" provisions included therein. However, the Servicer may choose 
not to accelerate a Mortgage Loan upon the conveyance of the related mortgaged  
property if the Servicer would make a similar decision with respect to a        
comparable Mortgage Loan held for its own account. See "The Mortgage Pool" in   
this prospectus supplement.                                                     

Prepayments, liquidations and purchases of the Mortgage Loans will  
result in distributions on the offered certificates of principal amounts that   
would otherwise be distributed over the remaining terms of these Mortgage       
Loans. This includes any optional repurchase of the remaining Mortgage Loans    
in connection with the termination of the issuing entity, as described in this  
prospectus supplement. Because the rate of payment of principal of the          
Mortgage Loans will depend on future events and a variety of factors, no        
assurance can be given as to the rate of payment of principal of the Mortgage   
Loans or the rate of principal prepayments. The extent to which the yield to    
maturity of a class of offered certificates may vary from the anticipated       
yield will depend upon the degree to which the offered certificate is           
purchased at a discount or premium, and the degree to which the timing of       
payments thereon is sensitive to prepayments, liquidations and purchases of     
the Mortgage Loans. Further, an investor should consider the risk that, in the  
case of the Class PO Certificates and any other offered certificate purchased   
at a discount, a slower than anticipated rate of principal payments (including  
prepayments) on the Mortgage Loans could result in an actual yield to the       
investor that is lower than the anticipated yield and, in the case of the       
Notional Amount Certificates and any other offered certificate purchased at a   
premium, a faster than anticipated rate of principal payments could result in   
an actual yield to the investor that is lower than the anticipated yield.       
Investors in the Notional Amount Certificates should carefully consider the     
risk that a rapid rate of principal payments on the Mortgage Loans could        
result in the failure of the investors to recover their initial investments.    

The rate of principal payments (including prepayments) on pools of  
mortgage loans may vary significantly over time and may be influenced by a      
variety of economic, geographic, social and other factors, including changes    
in mortgagors' housing needs, job transfers, unemployment, mortgagors' net      
equity in the mortgaged properties, servicing decisions, as well as the         
characteristics of the Mortgage Loans included in the mortgage pool as          
described in this prospectus supplement under "The Mortgage Pool--General" and  
"--Underwriting Process." In general, if prevailing interest rates were to      
fall significantly below the Mortgage Rates on the Mortgage Loans, the          
Mortgage Loans could be subject to higher prepayment rates than if prevailing   
interest rates were to remain at or above the Mortgage Rates on the Mortgage    
Loans. Conversely, if prevailing interest rates were to rise significantly,     
the rate of prepayments on the Mortgage Loans would generally be expected to    
decrease. No assurances can be given as to the rate of prepayments on the       
Mortgage Loans in stable or changing interest rate environments. Furthermore,   
with respect to up to    % of the Mortgage Loans, the depositor may deliver all 
or a portion of each related Mortgage File to the trustee not later than        
business days after the                                                         

S-69  

S-3
72nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 72nd
closing date. Should the seller fail to deliver all or a portion of any         
mortgage files to the depositor or other designee of the depositor or, at the   
depositor's direction, to the trustee within that period, the seller will be    
required to use its best efforts to deliver a substitute mortgage loan for the  
related delayed delivery Mortgage Loan or repurchase the related delayed        
delivery Mortgage Loan. Any repurchases pursuant to this provision would also   
have the effect of accelerating the rate of prepayments on the Mortgage Loans.  

As described in this prospectus supplement under "Description of the
Certificates--Principal," the Senior Prepayment Percentage of the applicable    
Non-PO Percentage of all principal prepayments on the Mortgage Loans will be    
initially distributed to the classes of senior certificates (other than the     
Class PO Certificates) then entitled to receive principal prepayment            
distributions. In that event, this will result in all (or a disproportionate    
percentage) of the principal prepayments being distributed to holders of the    
classes of senior certificates and none (or less than their pro rata share) of  
the principal prepayments being distributed to the subordinated certificates    
during the periods of time described in the definition of Senior Prepayment     
Percentage.                                                                     

  The timing of changes in the rate of prepayments on the Mortgage Loans
may significantly affect an investor's actual yield to maturity, even if the    
average rate of principal payments on the Mortgage Loans is consistent with an  
investor's expectation. In general, the earlier a prepayment of principal on    
the Mortgage Loans, the greater the effect on an investor's yield to maturity.  
The effect on an investor's yield as a result of principal payments occurring   
at a rate higher (or lower) than the rate anticipated by the investor during    
the period immediately following the issuance of the offered certificates may   
not be offset by a subsequent like decrease (or increase) in the rate of        
principal payments.                                                             

The tables in this section indicate the sensitivity of the pre-tax  
corporate bond equivalent yields to maturity of the illustrated classes of      
certificates to various constant percentages of the Prepayment Assumption. The  
yields set forth in the tables were calculated by determining the monthly       
discount rates that, when applied to the assumed streams of cash flows to be    
paid on the applicable classes of certificates, would cause the discounted      
present value of the assumed streams of cash flows to equal the assumed         
aggregate purchase prices of the applicable classes and converting the monthly  
rates to corporate bond equivalent rates. Those calculations do not take into   
account variations that may occur in the interest rates at which investors may  
be able to reinvest funds received by them as distributions on the              
certificates and consequently do not purport to reflect the return on any       
investment in any class of certificates when the reinvestment rates are         
considered.                                                                     

Sensitivity of the Class A-X Certificates                                       

    As indicated in the following table, the yield to investors in the Class
A-X Certificates will be sensitive to the rate of principal payments            
(including prepayments) of the Non-Discount Mortgage Loans (particularly those  
with high adjusted net mortgage rates). The Mortgage Loans generally can be     
prepaid at any time. On the basis of the structuring assumptions described      
under this heading, the yield to maturity on the Class A-X Certificates would   
be approximately 0% if prepayments were to occur at a constant rate of          
approximately % of the Prepayment Assumption. If the actual prepayment rate of  
the Non-Discount Mortgage Loans were to exceed the foregoing level for as       
little as one month while equaling the level for the remaining months, the      
investors in the Class A-X Certificates would not fully recoup their initial    
investments.                                                                    

As described in this prospectus supplement under "Description of the
Certificates--General," the pass-through rate of the Class A-X Certificates in  
effect from time to time is calculated by reference to the adjusted net         
mortgage rates of the Non-Discount Mortgage Loans. The Non-Discount Mortgage    
Loans will have higher adjusted net mortgage rates (and higher Mortgage Rates)  
than the other Mortgage Loans. In general, mortgage loans with higher mortgage  
rates tend to prepay at higher rates than mortgage loans                        

S-70  

S-3
73rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 73rd
with relatively lower mortgage rates in response to a given change in market    
interest rates. As a result, the Non-Discount Mortgage Loans may prepay at      
higher rates, thereby reducing the pass-through rate and Notional Amount of the 
Class A-X Certificates.                                                         

 The information set forth in the following table has been prepared on
the basis of the structuring assumptions and on the assumption that the         
purchase price of the Class A-X Certificates (expressed as a percentage of its  
initial Notional Amount) is as follows:                                         

  Class                                                 Price*
 -----                                                 -----
     Class A-X.........................................            %

---------------                                                                 
*     The price does not include accrued interest. Accrued interest has been    
added to the price in calculating the yield in the following table. 

Sensitivity of the Class A-X Certificates to Prepayments  
(Pre-Tax Yields to Maturity)  

                                             Percentage of PPC
                                           -----------------------------------
          Class                             %       %      %      %      %
            -----                          ------  ------  -----  -----  -----

            Class A-X.....................      %      %       %      %      %

It is unlikely that the Non-Discount Mortgage Loans will have the   
precise characteristics described in this prospectus supplement or that the     
Non-Discount Mortgage Loans will prepay at the same rate until maturity or      
prepay at the same rate or time. As a result of these factors, the pre-tax      
yield on the Class A-X Certificates is likely to differ from those shown in     
the table above, even if the Non-Discount Mortgage Loans prepay at the          
indicated percentages of the Prepayment Assumption. No representation is made   
as to the actual rate of principal payments on the Non-Discount Mortgage Loans  
for any period or over the life of the Class A-X Certificates or as to the      
yield on the Class A-X Certificates. Investors must make their own decisions    
as to the appropriate prepayment assumptions to be used in deciding whether to  
purchase the Class A-X Certificates.                                            

Sensitivity of the Class PO Certificates                                        

  The Class PO Certificates will be principal only certificates and will
not bear interest. As indicated in the following table, a lower than            
anticipated rate of principal payments (including prepayments) on the Discount  
Mortgage Loans will have a negative effect on the yield to investors in the     
principal only certificates.                                                    

  As described in this prospectus supplement above under "Description of
the Certificates--Principal," the principal distribution amount for the Class   
PO Certificates is calculated by reference to the principal payments            
(including prepayments) on the Discount Mortgage Loans. The Discount Mortgage   
Loans will have lower adjusted net mortgage rates (and lower mortgage rates)    
than the other Mortgage Loans. In general, mortgage loans with higher mortgage  
rates tend to prepay at higher rates than mortgage loans with relatively lower  
mortgage rates in response to a given change in market interest rates. As a     
result, the Discount Mortgage Loans may prepay at lower rates, thereby          
reducing the rate of payment of principal and the resulting yield of the Class  
PO Certificates.                                                                

S-71  

S-3
74th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 74th
 The information set forth in the following table has been prepared on
the basis of the structuring assumptions and on the assumption that the         
aggregate purchase price of the Class PO Certificates (expressed as a           
percentage of its initial Class Certificate Balance) is as follows:             

          Class                                                 Price*
         -----                                                 -----
           Class PO..........................................          %

Sensitivity of the Class PO Certificates to Prepayments   
(Pre-Tax Yields to Maturity)  

                                             Percentage of PPC
                                           -----------------------------------
          Class                             %       %      %      %      %
            -----                          ------  ------  -----  -----  -----

           Class PO.....................      %      %       %      %      %

 It is unlikely that the Discount Mortgage Loans will have the precise
characteristics described in this prospectus supplement or that the Discount    
Mortgage Loans will all prepay at the same rate until maturity or that all of   
the Discount Mortgage Loans will prepay at the same rate or time. As a result   
of these factors, the pre-tax yield on the Class PO Certificates is likely to   
differ from those shown in the table above, even if all of the Discount         
Mortgage Loans prepay at the indicated percentages of the Prepayment            
Assumption. No representation is made as to the actual rate of principal        
payments on the Discount Mortgage Loans for any period or over the life of the  
Class PO Certificates or as to the yield on the Class PO Certificates.          
Investors must make their own decisions as to the appropriate prepayment        
assumptions to be used in deciding whether to purchase the Class PO             
Certificates.                                                                   

Weighted Average Lives of the Offered Certificates                              

    The weighted average life of an offered certificate is determined by (a)
multiplying the amount of the net reduction, if any, of the Class Certificate   
Balance or Notional Amount of the Certificate on each Distribution Date by the  
number of years from the date of issuance to the Distribution Date, (b)         
summing the results and (c) dividing the sum by the aggregate amount of the     
net reductions in Class Certificate Balance or Notional Amount of the           
Certificate referred to in clause (a).                                          

   For a discussion of the factors that may influence the rate of payments
(including prepayments) of the Mortgage Loans, see "--Prepayment                
Considerations and Risks" in this prospectus supplement and "Yield and          
Prepayment Considerations" in the prospectus.                                   

   In general, the weighted average lives of the offered certificates will
be shortened if the level of prepayments of principal of the Mortgage Loans     
increases. The weighted average lives of the offered certificates, however,     
will depend upon a variety of other factors, including the timing of changes    
in the rate of principal payments, and the priority sequence of distributions   
of principal of the classes of certificates. See "Description of the            
Certificates--Principal" in this prospectus supplement.                         

  The interaction of the foregoing factors may have different effects on
various classes of offered certificates and the effects on any class may vary   
at different times during the life of the class. Accordingly, no assurance can  
be given as to the weighted average life of any class of offered certificates.  
Further, to the extent the prices of the offered certificates represent         
discounts or premiums to their respective original Class Certificate Balances   
or Notional Amounts, as the case may be, variability in the weighted average    
lives of the classes of offered certificates will result in variability in the  
related yields to                                                               

S-72  

S-3
75th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 75th
maturity. For an example of how the weighted average lives of the classes of    
offered certificates may be affected at various constant percentages of the     
Prepayment Assumption, see the Decrement Tables under the next heading.         

Decrement Tables                                                                

The following tables indicate the percentages of the initial Class  
Certificate Balances or Notional Amounts of the classes of offered              
certificates (other than the Class A-X and Class A-R Certificates) that would   
be outstanding after each of the distribution dates shown at various            
percentages of the Prepayment Assumption and the corresponding weighted         
average lives of the classes. The tables have been prepared on the basis of     
the structuring assumptions. It is not likely that the Mortgage Loans will      
have the precise characteristics described in this prospectus supplement or     
all of the Mortgage Loans will prepay at the percentages of the Prepayment      
Assumption specified in the tables or at any other constant rate. Moreover,     
the diverse remaining terms to maturity of the Mortgage Loans could produce     
slower or faster principal distributions than indicated in the tables, which    
have been prepared using the specified constant percentages of the Prepayment   
Assumption , even if the remaining term to maturity of the Mortgage Loans is    
consistent with the remaining terms to maturity of the Mortgage Loans           
specified in the structuring assumptions.                                       

S-73  

S-3
76th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 76th
Percent of Initial Class Certificate Balances Outstanding*  

                               Class A
                               -----------------------------------------------
                                Percentages of PPC
Distribution Date                 0%    %    %   %    %   0%    %    %   %    % 
-----------------               ----- ---- ---- ---- ---- ---- ---- --- --- --- 
Initial....................      100  100  100  100  100  100  100  100 100 100 
2007...............                                             
2008...............                                             
2009...............                                             
2010...............                                             
2011...............                                             
2012...............                                             
2013...............                                             
2014...............                                             
2015...............                                             
2016...............                                             
2017...............                                             
2018...............                                             
2019...............                                             
2020...............                                             
2021...............                                             
2022...............                                             
2023...............                                             
2024...............                                             
2025...............                                             
2026...............                                             
2027...............                                             
2028...............                                             
2029...............                                             
2030...............                                             
2031...............                                             
2032...............                                             
2033...............                                             
2034...............                                             
2035...............                                             
2036...............                                             
Weighted Average Life                                                           
(in years)**.............                                                   

S-74  

S-3
77th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 77th
Last Scheduled Distribution Date                                                

    The Last Scheduled Distribution Date for the offered certificates is the
Distribution Date in 20 . Because the rate of distributions in reduction of     
the Class Certificate Balance or Notional Amount of each class of offered       
certificates will depend on the rate of payment (including prepayments) of the  
Mortgage Loans, the Class Certificate Balance or Notional Amount of any class   
could be reduced to zero significantly earlier or later than the Last           
Scheduled Distribution Date. The rate of payments on the Mortgage Loans will    
depend on their particular characteristics, as well as on prevailing interest   
rates from time to time and other economic factors, and no assurance can be     
given as to the actual payment experience of the Mortgage Loans. See "Yield,    
Prepayment and Maturity Considerations--Prepayment Considerations and Risks"    
and "--Weighted Average Lives of the Offered Certificates" in this prospectus   
supplement and "Yield and Prepayment Considerations" in the prospectus.         

The Subordinated Certificates                                                   

    General. The weighted average life of, and the yield to maturity on, the
subordinated certificates, in increasing order of their numerical class         
designation, will be progressively more sensitive to the rate and timing of     
mortgagor defaults and the severity of ensuing losses on the Mortgage Loans.    
In particular, the rate and timing of mortgagor defaults and the severity of    
ensuing losses on the Mortgage Loans may be affected by the characteristics of  
the Mortgage Loans as described under "The Mortgage Pool--General" and          
"--Underwriting Process." If the actual rate and severity of losses on the      
Mortgage Loans is higher than those assumed by a holder of a subordinated       
certificate, the actual yield to maturity of the Certificate may be lower than  
the yield expected by the holder based on the holder's assumptions. The timing  
of losses on Mortgage Loans will also affect an investor's actual yield to      
maturity, even if the rate of defaults and severity of losses over the life of  
the mortgage pool are consistent with an investor's expectations. In general,   
the earlier a loss occurs, the greater the effect on an investor's yield to     
maturity. Realized Losses on the Mortgage Loans will reduce the Class           
Certificate Balances of the applicable class of subordinated certificates to    
the extent of any losses allocated to it (as described in this prospectus       
supplement under "Description of the Certificates--Allocation of Losses"),      
without the receipt of cash attributable to the reduction. In addition,         
shortfalls in cash available for distributions on the subordinated              
certificates will result in a reduction in the Class Certificate Balance of     
the class of subordinated certificates then outstanding with the highest        
numerical class designation if and to the extent that the aggregate of the      
Class Certificate Balances of the certificates (other than the Class P          
Certificates), following all distributions and the allocation of Realized       
Losses on the Mortgage Loans on a Distribution Date, exceeds the aggregate      
principal balance of the Mortgage Loans as of the Due Date occurring in the     
month of the Distribution Date. As a result of the reductions, less interest    
will accrue on the class of subordinated certificates than otherwise would be   
the case. The yield to maturity of the subordinated certificates will also be   
affected by the disproportionate allocation of principal prepayments to the     
certificates, Net Interest Shortfalls, other cash shortfalls in Available       
Funds and distribution of funds to Class PO certificateholders otherwise        
available for distribution on the subordinated certificates to the extent of    
reimbursement for Class PO Deferred Amounts on the Class PO Certificates. See   
"Description of the Certificates--Allocation of Losses" in this prospectus      
supplement.                                                                     

 If on any Distribution Date, the Applicable Credit Support Percentage
for any class of subordinated certificates (other than the class of             
subordinated certificates then outstanding with the highest priority of         
distribution) is less than its Original Applicable Credit Support Percentage,   
all partial principal prepayments and principal prepayments in full available   
for distribution on the subordinated certificates will be allocated solely to   
that class and all other classes of subordinated certificates with lower        
numerical class designations, thereby accelerating their amortization relative  
to that of the Restricted Classes and reducing the weighted average lives of    
the classes of subordinated certificates receiving the distributions.           
Accelerating the amortization of the classes of subordinated certificates with  

S-75  

S-3
78th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 78th
lower numerical class designations relative to the other classes of             
subordinated certificates is intended to preserve the availability of the       
subordination provided by the other classes.                                    

CREDIT ENHANCEMENT  

Subordination                                                                   

 The rights of the holders of the subordinated certificates to receive
distributions with respect to the Mortgage Loans will be subordinated to the    
rights of the holders of the senior certificates and the rights of the holders  
of each class of subordinated certificates (other than the Class B-1            
Certificates) to receive the distributions that are allocated to the            
subordinated certificates will be further subordinated to the rights of the     
class or classes of subordinated certificates with lower numerical class        
designations, in each case only to the extent described in this prospectus      
supplement. The subordination of the subordinated certificates to the senior    
certificates and the subordination of the classes of subordinated certificates  
with higher numerical class designations to those with lower numerical class    
designations is intended to increase the likelihood of receipt, respectively,   
by the senior certificateholders and the holders of the subordinated            
certificates with lower numerical class designations of the maximum amount to   
which they are entitled on any Distribution Date and to provide the holders     
protection against Realized Losses, other than Excess Losses. In addition, the  
subordinated certificates will provide limited protection against Special       
Hazard Losses, Bankruptcy Losses and Fraud Losses up to the Special Hazard      
Loss Coverage Amount, Bankruptcy Loss Coverage Amount and Fraud Loss Coverage   
Amount, respectively, as described in the following paragraphs. The applicable  
Non-PO Percentage of Realized Losses, other than Excess Losses, on the          
Mortgage Loans will be allocated to the subordinated certificates then          
outstanding with the highest numerical class designation. In addition, the      
Certificate Balance of the subordinated certificates having the highest         
numerical designation will be reduced by the amount of distributions on the     
Class PO Certificates in reimbursement for Class PO Deferred Amounts.           

The subordinated certificates will provide limited protection to the
classes of certificates of higher relative priority against                     

 o     Special Hazard Losses in an initial amount expected to be up to
    approximately $ (the "Special Hazard Loss Coverage Amount"),

o     Bankruptcy Losses in an initial amount expected to be up to   
   approximately $ (the "Bankruptcy Loss Coverage Amount") and

o     Fraud Losses in an initial amount expected to be up to        
approximately $ (the "Fraud Loss Coverage Amount").     

 The Special Hazard Loss Coverage Amount will be reduced, from time to
time, to be an amount equal on any Distribution Date to the lesser of:          

 o     that Special Hazard Loss Coverage Amount as of the closing date
         less the amount, if any, of losses attributable to Special Hazard
Mortgage Loans incurred since the closing date, or      

o     the greatest of                                               

           o     1% of the aggregate of the principal balances of the Mortgage
Loans,                                      

S-76  

S-3
79th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 79th
          o     twice the principal balance of the largest Mortgage Loan and

           o     the aggregate stated principal balances of the Mortgage Loans
         secured by mortgaged properties located in the single
                California postal zip code area having the highest aggregate
  stated principal balance of any ZIP code area.

All principal balances for the purpose of this definition will be calculated    
as of the first day of the month before the month in which the Distribution     
Date occurs after giving effect to scheduled installments of principal and      
interest on the Mortgage Loans then due, whether or not paid.                   

 The Fraud Loss Coverage Amount will be reduced, from time to time, by
the amount of Fraud Losses allocated to the certificates. In addition, the      
Fraud Loss Coverage Amount will be reduced on the fifth anniversary of the      
cut-off date, to zero and on the first, second, third and fourth anniversaries  
of the cut-off date, to an amount equal to the lesser of                        

         o     [1% of the then current pool principal balance, in the case
              of the first and second such anniversaries and 0.50% as of
the third and fourth such anniversaries,]   

o     and                                               

o     the excess of                         

            o     the Fraud Loss Coverage Amount as of the preceding
    anniversary of the cut-off date over

                o     the cumulative amount of Fraud Losses allocated to the
             certificates since the preceding anniversary.

   The Bankruptcy Loss Coverage Amount will be reduced, from time to time,
by the amount of Bankruptcy Losses allocated to the subordinated certificates.  

The amount of coverage provided by the subordinated certificates for
Special Hazard Losses, Bankruptcy Losses and Fraud Losses may be cancelled or   
reduced from time to time for each of the risks covered, provided that the      
then current ratings of the certificates assigned by the rating agencies are    
not adversely affected as a result. In addition, a reserve fund or other form   
of credit enhancement may be substituted for the protection provided by the     
subordinated certificates for Special Hazard Losses, Bankruptcy Losses and      
Fraud Losses.                                                                   

A "Deficient Valuation" is a bankruptcy proceeding whereby the      
bankruptcy court may establish the value of the mortgaged property at an        
amount less than the then outstanding principal balance of the Mortgage Loan    
secured by the mortgaged property or may reduce the outstanding principal       
balance of a Mortgage Loan. In the case of a reduction in that value of the     
mortgaged property, the amount of the secured debt could be reduced to that     
value, and the holder of the Mortgage Loan thus would become an unsecured       
creditor to the extent the outstanding principal balance of the Mortgage Loan   
exceeds the value so assigned to the mortgaged property by the bankruptcy       
court. In addition, other modifications of the terms of a Mortgage Loan can     
result from a bankruptcy proceeding, including the reduction (a "Debt Service   
Reduction") of the amount of the monthly payment on the Mortgage Loan.          
However, none of these shall be considered a Debt Service Reduction or          
Deficient Valuation so long as the Servicer is pursuing any other remedies      
that may be available with respect to the Mortgage Loan and either the          
Mortgage Loan has not incurred payment default or scheduled monthly payments    
of principal and interest                                                       

S-77  

S-3
80th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 80th
are being advanced by the Servicer without giving effect to any Debt Service    
Reduction or Deficient Valuation.                                               

The Class [   ] Policy                                                          

The Class [   ] Insurer                                                         

LEGAL PROCEEDINGS 

There are no legal proceedings against IndyMac Bank, F.S.B., the    
depositor, the trustee, the issuing entity or the Servicer, or to which any of  
their respective properties are subject, that is material to the                
certificateholders, nor is the depositor aware of any proceedings of this type  
contemplated by governmental authorities.                                       

MATERIAL FEDERAL INCOME TAX CONSEQUENCES  

   The following discussion and the discussion in the prospectus under the
caption "Material Federal Income Tax Consequences" is the opinion of Sidley     
Austin LLP ("Tax Counsel") on the anticipated material federal income tax       
consequences of the purchase, ownership, and disposition of the Offered         
Certificates. It is based on the current provisions and interpretations of the  
Code and the accompanying Treasury regulations and on current judicial and      
administrative rulings. All of these authorities are subject to change and any  
change can apply retroactively.                                                 

   For federal income tax purposes, the issuing entity will consist of one
or more REMICs in a tiered structure. The highest REMIC will be referred to as  
the "Master REMIC", and each REMIC below the Master REMIC will be referred to   
as an "underlying REMIC." Each underlying REMIC will issue multiple classes of  
uncertificated interests (the "underlying REMIC Regular Interests"), which      
will be designated as the regular interests in such underlying REMIC and will   
be held by the REMIC directly above such underlying REMIC in a tiered           
structure. The assets of the lowest REMIC in this tiered structure will         
consist of the Mortgage Loans and any other assets designated in the pooling    
and servicing agreement. The Master REMIC will issue the senior certificates    
and the subordinated certificates (together, excluding the Class A-R            
Certificate, the "Regular Certificates"). The Regular Certificates will be      
designated as the regular interests in the Master REMIC. The Class A-R          
Certificates will represent the beneficial ownership of the residual interest   
in each underlying REMIC (if any) and the residual interest in the Master       
REMIC. The assets of the Master REMIC will consist of the underlying REMIC      
Regular Certificates (or, if there are no underlying REMICs, the Mortgage       
Loans and any other assets designated in the pooling and servicing agreement).  
If there are one or more underlying REMICs, the aggregate distributions on the  
underlying REMIC Regular Interests held by the Master REMIC will equal the      
aggregate distributions on the Regular Certificates issued by the Master        
REMIC.                                                                          

Taxation of the Regular Certificates                                            

  The Regular Certificates will be treated as debt instruments issued by
the Master REMIC for federal income tax purposes. Income on the Regular         
Certificates must be reported under an accrual method of accounting. Under the  
accrual method of accounting, interest income may be required to be included    
in a holder's gross income in advance of the holder's actual receipt of that    
interest income.                                                                

S-78  

S-3
81st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 81st
  The Class [ ] Certificates will, and the other classes of certificates
may, be treated for federal income tax purposes as having been issued with an   
amount of Original Issue Discount ("OID"). [The OID on the Class [ ]            
Certificates will equal the difference between their principal balance and      
their issue price. Although the tax treatment is not entirely certain, the      
Class [ ] Certificates will be treated as having OID for federal income tax     
purposes in an amount equal to the excess of (1) the sum of all payments on     
the Class [ ] Certificates, determined under the Prepayment Assumption over     
(2) the price at which the Class [ ] Certificates are issued. The OID           
regulations sections suggest that OID with respect to securities similar to     
the Class [ ] Certificates that represent multiple uncertificated REMIC         
regular interests, in which ownership interests will be issued simultaneously   
to the same buyer, should be computed on an aggregate method. In the absence    
of further guidance from the IRS, OID with respect to the uncertificated        
regular interests represented by the Class [ ] Certificates will be reported    
to the IRS and the certificateholders on an aggregate method based on a single  
overall constant yield and the Prepayment Assumption, treating all              
uncertificated regular interests as a single debt instrument as described in    
the OID regulations. For purposes of determining the amount and rate of         
accrual of OID and market discount, the issuing entity intends to assume that   
there will be prepayments on the Mortgage Loans at a rate equal to 100% of the  
Prepayment Assumption. No representation is made as to whether the Mortgage     
Loans will prepay at the foregoing rate or any other rate. See "Yield,          
Prepayment and Maturity Considerations" and "Material Federal Income Tax        
Consequences" in the prospectus.]                                               

   Computing accruals of OID in the manner described in the prospectus may
(depending on the actual rate of prepayments during the accrual period) result  
in the accrual of negative amounts of OID on the certificates issued with OID   
in an accrual period. Holders will be entitled to offset negative accruals of   
OID only against future OID accrual on their certificates. Although unclear, a  
holder of a Class [ ] Certificate may be entitled to deduct a loss to the       
extent that its remaining basis exceeds the maximum amount of future payments   
to which the Certificateholder would be entitled if there were no further       
prepayments of the Mortgage Loans.                                              

If the holders of any Regular Certificates are treated as acquiring 
their certificates at a premium, the holders are encouraged to consult their    
tax advisors regarding the election to amortize bond premium and the method to  
be employed. See "Material Federal Income Tax Consequences--REMIC               
Certificates--a. Regular Certificates" in the prospectus.                       

    As described more fully under "Material Federal Income Tax Consequences"
in the prospectus, the offered certificates will represent "real estate         
assets" under Section 856(c)(5)(B) of the Internal Revenue Code of 1986, as     
amended (the "Code") and qualifying assets under Section 7701(a)(19)(C) of the  
Code in the same proportion or greater that the assets of the issuing entity    
will be so treated, and income on the offered certificates will represent       
"interest on obligations secured by mortgages on real property or on interests  
in real property" under Section 856(c) (3) (B) of the Code in the same          
proportion or greater that the income on the assets of the issuing entity will  
be so treated. The Regular Certificates will represent qualifying assets under  
Section 860G(a) (3) of the Code if acquired by a REMIC within the prescribed    
time periods of the Code.                                                       

Taxation of the Residual Certificates                                           

    The holders of the Residual Certificates must include the taxable income
of each underlying REMIC and the Master REMIC in their federal taxable income.  
The resulting tax liability of the holders may exceed cash distributions to     
them during certain periods. All or a portion of the taxable income from a      
Residual Certificate recognized by a holder may be treated as "excess           
inclusion" income, which with limited exceptions, cannot be reduced by          
deductions (including net operating losses) and in all cases is subject to      
U.S. federal income tax.                                                        

S-79  

S-3
82nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 82nd
In computing alternative minimum taxable income, the special rule   
providing that taxable income cannot be less than the sum of the taxpayer's     
excess inclusions for the year does not apply. However, a taxpayer's            
alternative minimum taxable income cannot be less than the sum of the           
taxpayer's excess inclusions for the year. In addition, the amount of any       
alternative minimum tax net operating loss is determined without regard to any  
excess inclusions.                                                              

Purchasers of a Residual Certificate are encouraged to consider     
carefully the tax consequences of an investment in Residual Certificates        
discussed in the prospectus and consult their tax advisors with respect to      
those consequences. See "Material Federal Income Tax Consequences - REMIC       
Certificates - b. Residual Certificates" in the prospectus. In particular,      
prospective holders of Residual Certificates are encouraged to consult their    
tax advisors regarding whether a Residual Certificate will be treated as a      
"noneconomic" residual interest, as a "tax avoidance potential" residual        
interest or both. Among other things, holders of Residual Certificates that     
are treated as noneconomic residual interests should be aware of REMIC          
regulations that govern the treatment of "inducement fees" and that may affect  
their ability to transfer the Residual Certificates. See "Material Federal      
Income Tax Consequences - Tax-Related Restrictions on Transfer of Residual      
Certificates - Noneconomic Residual Certificates" and "Material Federal Income  
Tax Consequences - b. Residual Certificates - Excess Inclusions" in the         
prospectus.                                                                     

ERISA CONSIDERATIONS  

   Any fiduciary of an employee benefit or other plan or arrangement (such
as an individual retirement account or Keogh plan) that is subject to the       
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or to    
Section 4975 of the Code (a "Plan") that proposes to cause the Plan to acquire  
any of the offered certificates (directly or indirectly through investment by   
an entity or account holding assets of the Plan) is encouraged to consult with  
its counsel with respect to the potential consequences of the Plan's            
acquisition and ownership of the certificates under ERISA and Section 4975 of   
the Code. See "ERISA Considerations" in the prospectus. Section 406 of ERISA    
prohibits "parties in interest" with respect to an employee benefit plan        
subject to ERISA from engaging in various different types of transactions       
involving the Plan and its assets unless a statutory, regulatory or             
administrative exemption applies to the transaction. Section 4975 of the Code   
imposes excise taxes on prohibited transactions involving "disqualified         
persons" and Plans described under that Section. ERISA authorizes the           
imposition of civil penalties for prohibited transactions involving Plans not   
subject to the requirements of Section 4975 of the Code.                        

Some employee benefit plans, including governmental plans and some  
church plans, are not subject to ERISA's requirements. Accordingly, assets of   
those plans may be invested in the offered certificates without regard to the   
ERISA considerations described in this prospectus supplement and in the         
prospectus, subject to the provisions of other applicable federal and state     
law. Any of those plans that is qualified and exempt from taxation under        
Sections 401(a) and 501(a) of the Code may be subject to the prohibited         
transaction rules set forth in Section 503 of the Code.                         

  Investments by Plans or with assets of Plans that are subject to ERISA
must satisfy ERISA's general fiduciary requirements, including the requirement  
of investment prudence and diversification and the requirement that a Plan's    
investments be made in accordance with the documents governing the Plan. A      
fiduciary that decides to invest the assets of a Plan in the offered            
certificates should consider, among other factors, the extreme sensitivity of   
the investment to the rate of principal payments (including prepayments) on     
the Mortgage Loans. It is anticipated that the certificates will constitute     
"equity interests" for the purpose of the Plan Assets Regulation.               

S-80  

S-3
83rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 83rd
The U.S. Department of Labor has granted to each underwriter        
substantially identical administrative exemptions (each, an "Exemption") from   
some of the prohibited transaction rules of ERISA and the related excise tax    
provisions of Section 4975 of the Code with respect to the initial purchase,    
the holding and the subsequent resale by Plans of securities, including         
certificates, in pass-through trusts that consist of specified receivables,     
loans and other obligations that meet the conditions and requirements of the    
Exemption. The Exemption applies to mortgage loans such as the Mortgage Loans.  
The Exemption extends exemptive relief to certificates, including subordinated  
certificates, rated in the four highest generic rating categories in certain    
designated transactions when the conditions of the Exemption, including the     
requirement that an investing plan be an "accredited investor" as defined in    
Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended,    
are met.                                                                        

   For a general description of the Exemption and the conditions that must
be satisfied for the Exemption to apply, see "ERISA Considerations" in the      
prospectus.                                                                     

It is expected that the Exemption will apply to the acquisition and 
holding by Plans of the Offered Certificates (other than the Class A-R, [Class  
PO and Class A-X] Certificates) and that all conditions of the Exemption other  
than those within the control of the investors will be met. In addition, as of  
the date hereof, there is no single mortgagor that is the obligor on five       
percent (5%) of the Mortgage Loans included in the issuing entity by aggregate  
unamortized principal balance of the assets of the issuing entity.              

 The rating of a certificate may change. If a class of certificates no
longer has a rating of at least BBB- (or its equivalent) from at least one of   
S&P, Fitch or Moody's, certificates of that class will no longer be eligible    
for relief under the Exemption (although a Plan that had purchased the          
certificate when it had an investment-grade rating would not be required by     
the Exemption to dispose of it).                                                

[Because the Class [ ] and Class [ ] certificates are not being     
purchased by any underwriter to whom an exemption similar to the exemption has  
been granted, those classes of certificates do not currently meet the           
requirements of the exemption or any comparable individual administrative       
exemption granted to any underwriter. Consequently, the Class [ ] and Class [   
] Certificates may be transferred only if the conditions in the first or third  
bullet points in the next paragraph are met.]                                   

Because the characteristics of the Class [[ ] and Class] A-R        
Certificates may not meet the requirements of the exemption, or any other       
issued exemption under ERISA, a Plan may have engaged in a prohibited           
transaction giving rise to excise taxes or civil penalties if it purchases and  
holds Class [[ ] and Class] A-R Certificates. Consequently, transfers of the    
Class [[ ] and Class] A-R Certificates (and of certificates of any class that,  
because of a change of rating, no longer satisfy the rating requirement of the  
exemption) will not be registered by the trustee unless the trustee receives:   

     o     a representation from the transferee of the certificate, acceptable
          to and in form and substance satisfactory to the trustee, that the
           transferee is not a Plan, or a person acting on behalf of a Plan or
using a Plan's assets to effect the transfer;           

    o     a representation that the transferee is an insurance company which
 is 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
     that the purchase and holding of the certificates satisfy the
          requirements for exemptive relief under Sections I and III of PTCE
95-60; or                                               

S-81  

S-3
84th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 84th
     o     an opinion of counsel satisfactory to the trustee that the purchase
         and holding of the certificate by a Plan, or any person acting on
       behalf of a Plan or using a Plan's assets, 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 undertaken in the pooling and
servicing agreement.                                    

[The first representation will be deemed to have been made by the transferee's  
acceptance of a Class [ ] Certificate]. If the representation is not true, or   
any attempt to transfer to a Plan or person acting on behalf of a Plan or       
using the Plan's assets is initiated without the required opinion of counsel,   
the attempted transfer or acquisition shall be void.                            

 Prospective Plan investors are encouraged to consult with their legal
advisors concerning the impact of ERISA and the Code, the effect of the Plan    
Assets Regulation and the applicability of the Exemption described in the       
prospectus, and the potential consequences in their specific circumstances,     
before making an investment in any of the offered certificates. Moreover, each  
Plan fiduciary is encouraged to determine whether, under the general fiduciary  
standards of investment prudence and diversification, an investment in any of   
the offered certificates is appropriate for the Plan, taking into account the   
overall investment policy of the Plan and the composition of the Plan's         
investment portfolio.                                                           

The sale of offered certificates to a Plan is no respect a          
representation by the issuer or any underwriter of the certificates that this   
investment meets all relevant legal requirements with respect to investments    
by Plans generally or any particular Plan, or that this investment is           
appropriate for Plans generally or any particular Plan.                         

METHOD OF DISTRIBUTION  

Subject to the terms and conditions set forth in the underwriting   
agreement among the depositor, ("           ") and        ("             " and, 
together with         , the "Underwriters"), the depositor has agreed to sell   
the certificates to the Underwriters, has agreed to purchase from the           
depositor the senior certificates, other than the Class PO and Class A-X        
Certificates (the "Underwritten Certificates") and has agreed to purchase from  
the depositor the Class B-1 and Class B-2 Certificates (the " Underwritten      
Certificates" and, together with the Underwritten Certificates, the             
"Underwritten Certificates").                                                   

Distribution of the Underwritten Certificates will be made by the   
applicable Underwriter from time to time in negotiated transactions or          
otherwise at varying prices to be determined at the time of sale. The           
Underwriters may effect such transactions by selling the Underwritten           
Certificates to or through dealers and such dealers may receive from the        
Underwriters, for which they act as agent, compensation in the form of          
underwriting discounts, concessions or commissions. The Underwriters and any    
dealers that participate with the Underwriters in the distribution of the       
Underwritten Certificates may be deemed to be underwriters, and any discounts,  
commissions or concessions received by them, and any profits or resale of the   
Underwritten Certificates purchased by them, may be deemed to be underwriting   
discounts and commissions under the Securities Act of 1933, as amended.         

 The depositor has been advised by each Underwriter that it intends to
make a market in the           Underwritten Certificates purchased by it but no 
Underwriter has any obligation to do so. There can be no assurance that a       
secondary market for the Underwritten Certificates will develop or, if it does  
develop, that it will continue or that it will provide certificateholders with  
a sufficient level of liquidity of investment.                                  

   The depositor has agreed to indemnify the Underwriters against, or make
contributions to the Underwriters with respect to, liabilities, customarily     
indemnified against, including liabilities under the Securities Act of 1933,    
as amended.                                                                     

S-82  

S-3
85th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 85th
   The Class PO and Class A-X Certificates may be offered by the seller or
the depositor (or an affiliate) from time to time directly or through           
underwriters or agents in one or more negotiated transactions, or otherwise,    
at varying prices to be determined at the time of sale, in one or more          
separate transactions at prices to be negotiated at the time of each sale. Any  
underwriters or agents that participate in the distribution of the Class PO     
and Class A-X Certificates may be deemed to be "underwriters" within the        
meaning of the Securities Act of 1933 and any profit on the sale of those       
Certificates by them and any discounts, commissions, concessions or other       
compensation received by any of them may be deemed to be underwriting           
discounts and commissions under the Securities Act.                             

USE OF PROCEEDS 

  It is expected that the proceeds to the depositor from the sale of the
[Underwritten Certificates] will be approximately $[    ], before deducting     
issuance expenses payable by the depositor, estimated to be approximately $[  ].
The depositor will apply the net proceeds of the sale of the Offered            
Certificates against the purchase price of the Mortgage Loans on the closing    
date.                                                                           

LEGAL MATTERS 

The validity of the certificates, including their material federal  
income tax consequences, will be passed upon for the depositor by Sidley        
Austin LLP, New York, New York. [     ] will pass upon certain legal matters on 
behalf of the Underwriters.                                                     

RATINGS 

  It is a condition to the issuance of the senior certificates that they
be assigned ratings not lower than the following by [ ] and [ ].                

  Class     S&P    Fitch
  [ ]      [ ]     [ ]
  [ ]      [ ]     [ ]
  [ ]      [ ]     [ ]
  [ ]      [ ]     [ ]
  [ ]      [ ]     [ ]
  [ ]      [ ]     [ ]
  [ ]      [ ]     [ ]
  [ ]      [ ]     [ ]

    [The ratings of the Class [ ] Certificates are without regard to the
Class [ ] Policy.]                                                              

      The ratings assigned by      to mortgage pass-through certificates address
the likelihood of the receipt of all distributions on the Mortgage Loans by     
the certificateholders under the agreements pursuant to which the certificates  
are issued.   ratings take into consideration the credit quality of the related 
mortgage pool, including any credit support providers, structural and legal     
aspects associated with the certificates, and the extent to which the payment   
stream on the mortgage pool is adequate to make the payments required by the    
certificates.                                                                   

      The ratings assigned by      to mortgage pass-through certificates address
the likelihood of the receipt by certificateholders of all distributions to     
which such certificateholders are entitled under the transaction structure.     
        's ratings reflect its analysis of the riskiness of the Mortgage Loans
and its                                                                         

S-83  

S-3
86th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 86th
analysis of the structure of the transaction as set forth in the operative      
documents.         's ratings do not address the effect on the certificates'    
yield attributable to prepayments or recoveries on the underlying Mortgage      
Loans. Further the rating on the Class A-X Certificates does not address        
whether investors will recoup their initial investment. The rating assigned by  
     to the Class PO Certificates only addresses the return of its
Stated Principal Balance.                                                       

   The ratings of the rating agencies do not address the possibility that,
as a result of principal prepayments, certificateholders may receive a lower    
than anticipated yield.                                                         

    The rating agencies have stated that their standard policy is to monitor
ratings on public offered securities for which a rating as been provided,       
unless the depositor has requested a rating without ongoing surveillance. A     
rating agency will monitor the rating it issues on an ongoing basis and may     
update the rating after conducting its regular review of the depositor's or     
issuing entity's creditworthiness or after conducting a review of the status    
of the rating upon becoming aware of any information that might reasonably be   
expected to result in a change of rating. The depositor has not requested that  
any rating agency not monitor their ratings of the offered certificates, and    
the depositor has not requested that any rating agency use any monitoring       
procedures other than their standard procedures.                                

The ratings assigned to the offered certificates should be evaluated
independently from similar ratings on other types of securities. A security     
rating is not a recommendation to buy, sell or hold securities and may be       
subject to revision or withdrawal at any time by the rating agencies.           

   The depositor has not requested a rating of the offered certificates by
any rating agency other than the rating agencies; there can be no assurance,    
however, as to whether any other rating agency will rate the offered            
certificates or, if it does, what rating would be assigned by the other rating  
agency. The rating assigned by the other rating agency to the offered           
certificates could be lower than the respective ratings assigned by the rating  
agencies.                                                                       

S-84  

S-3
87th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 87th
                                                                       ANNEX A

[THE STATISTICAL CALCULATION POOL]  

The following information sets forth in tabular format certain      
information, as of the [Statistical Calculation Date], about the Mortgage       
Loans included in the [Statistical Calculation Pool] in respect of Loan Group   
[1], Loan Group [2] and Loan Group [3]. Other than with respect to rates of     
interest, percentages are approximate and are stated by that portion of the     
[Statistical Calculation Date] Pool Principal Balance representing Loan Group   
[1], Loan Group [2], Loan Group [3]. The sum of the columns below may not       
equal the total indicated due to rounding. In addition, each weighted average   
Credit Bureau Risk Score set forth below has been calculated without regard to  
any Mortgage Loan for which the Credit Bureau Risk Score is unknown.            

[Below is an illustrative group of tables that would be provided for
each of the groups of Mortgage Loans specified in the paragraph above]          

Mortgage Rates for the Mortgage Loans (1)   

                                                                  Percent of
                                                                   Aggregate
                                                                   Principal
                                                                   Balance
                                                       Aggregate   Outstanding
                                       Number of    Principal     of the
                                        Mortgage      Balance     Mortgage
        Mortgage Rates (%)               Loans     Outstanding     Loans
        ------------------               -----     -----------     -----
6.375..................................               $                      %  
6.500..................................                                         
6.625..................................                                         
6.750..................................                                         
6.875..................................                                         
7.000..................................                                         
7.125..................................                                         
7.250..................................                                         
7.375..................................                                         
7.500..................................                                         
7.625..................................                                         
7.750..................................                                         
7.875..................................                                         
8.000..................................                                         
8.125..................................                                         
8.250..................................                                         
8.375..................................                                         
8.500..................................                                         
8.625..................................                                         
8.750..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                          =========== ============  ==========
---------------                                                                 
(1)   The Mortgage Rates listed in the preceding table include lender acquired  
mortgage insurance premiums. As of the cut-off date, the weighted   
   average Mortgage Rate of the Mortgage Loans was approximately     % per
    annum. As of the cut-off date, the weighted average Mortgage Rate of the
Mortgage Loans net of the interest premium charged by the lender was
approximately     % per annum.                                      

A-1 

S-3
88th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 88th
Current Principal Balances for the Mortgage Loans (1)   

                                                        [Enlarge/Download Table]

                                                                                 Percent of 
                                                                                 Aggregate  
                                                                                 Principal  
                                                                                  Balance   
                                                                    Aggregate   Outstanding 
                                                       Number of    Principal     of the    
                                                       Mortgage      Balance     Mortgage   
Range of Current Mortgage Loan Principal Balances ($)   Loans      Outstanding     Loans    
-----------------------------------------------------   -----      -----------     -----    
                                                                                            
          0 -      50,000 ..................                        $                     % 
     50,001 -     100,000 ..................                                                
    100,001 -     150,000 ..................                                                
    150,001 -     200,000 ..................                                                
    200,001 -     250,000 ..................                                                
    250,001 -     300,000 ..................                                                
    300,001 -     350,000 ..................                                                
    350,001 -     400,000 ..................                                                
    400,001 -     450,000 ..................                                                
    450,001 -     500,000 ..................                                                
    500,001 -     550,000 ..................                                                
    550,001 -     600,000 ..................                                                
    600,001 -     650,000 ..................                                                
    650,001 -     750,000 ..................                                                
    750,001 -   1,000,000 ..................                                                
  1,500,001 -   2,000,000 ..................                                                
  2,000,001 -   2,500,000 ..................            ___________ ____________  __________
     Total..................................                        $               100.00% 
                                                        =========== ============  ==========

   (1) As of the cut-off date, the average principal balance of the Mortgage
Loans was approximately $     .                               

Documentation Program For Mortgage Loans  

                                                                [Download Table]

                                                                        Percent of
                                                                        Aggregate 
                                                                        Principal 
                                                                         Balance  
                                                           Aggregate   Outstanding
                                              Number of    Principal     of the   
                                              Mortgage      Balance     Mortgage  
               Type of Program                 Loans      Outstanding     Loans   
               ---------------                 -----      -----------     -----   
                                                                                  
Full/Alternate .............................             $                     %  
Limited.....................................                                      
FastForward.................................                                      
Stated Income...............................                                      
No Income/No Asset..........................                                      
No Ratio ...................................                                      
No Doc ..................................... ___________ ____________  __________ 
Total ......................................             $               100.00%  
                                             =========== ============  ========== 

A-2 

S-3
89th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 89th
Original Loan-To-Value Ratios (1) 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
Range of Original Loan-to-Value Ratios (%)    Loans     Outstanding     Loans   
------------------------------------------    -----     -----------     -----   
                                                                                
50.00 and below........................                $                     %  
50.01 to 55.00.........................                                         
55.01 to 60.00.........................                                         
60.01 to 65.00.........................                                         
65.01 to 70.00.........................                                         
70.01 to 75.00.........................                                         
75.01 to 80.00.........................                                         
80.01 to 85.00.........................                                         
85.01 to 90.00.........................                                         
90.01 to 95.00.........................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average original Loan-to-Value       
Ratio of the Mortgage Loans is expected to be approximately     %.  

Geographic Distribution of Mortgaged Properties (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
            State                             Loans     Outstanding     Loans   
            -----                             -----     -----------     -----   
                                                                                
California.............................                 $                     % 
Colorado...............................                                         
Georgia................................                                         
Illinois...............................                                         
Massachusetts..........................                                         
Michigan...............................                                         
New Jersey.............................                                         
Texas..................................                                         
Washington.............................     ___________ ____________  __________
Total..................................                 $               100.00% 
                                            =========== ============  ==========

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

A-3 

S-3
90th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 90th
Mortgagors' FICO Credit Scores for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
        Range of FICO Credit Scores           Loans     Outstanding     Loans   
        ---------------------------           -----     -----------     -----   
                                                                                
620-639................................                $                     %  
640-659................................                                         
660-679................................                                         
680-699................................                                         
700-719................................                                         
720-739................................                                         
740-759................................                                         
760-779................................                                         
780-799................................                                         
800-819................................                                         
820-839................................                                         
840-859................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average FICO Credit Score of the     
Mortgage Loans (not including the Mortgage Loans for which the FICO 
Credit Score is not available) was approximately months.            

Purpose of Mortgage Loans 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
      Loan Purpose                            Loans     Outstanding     Loans   
      ------------                            -----     -----------     -----   
                                                                                
Purchase...............................                $                     %  
Refinance (rate/term)..................                                         
Refinance (cash out)...................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 


A-4 

S-3
91st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 91st
Types of Mortgaged Properties 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
              Property Types                  Loans     Outstanding     Loans   
              --------------                  -----     -----------     -----   
                                                                                
Single Family..........................                $                    %   
Low Rise Condominium...................                                         
High Rise Condominium..................                                         
Townhouse..............................                                         
Cooperative............................                                         
Two-to-Four Family Residence...........                                         
Planned Unit Development (PUD).........    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Occupancy Types (1) 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
              Occupancy Type                  Loans     Outstanding     Loans   
              --------------                  -----     -----------     -----   
                                                                                
Owner Occupied.........................                $                     %  
Investment.............................                                         
Second Home............................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   Based upon representations of the related mortgagors at the time of       
origination.                                                        

A-5 

S-3
92nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 92nd
Original Terms to Maturity for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
 Original Term in Maturity (months)           Loans     Outstanding     Loans   
 ----------------------------------           -----     -----------     -----   
                                                                                
360....................................                $                       %
359....................................                                         
358....................................                                         
357....................................                                         
356....................................                                         
355....................................                                         
354....................................                                         
353....................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average original term to maturity    
of the Mortgage Loans was approximately       months.               

Remaining Terms to Stated Maturity for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
 Remaining Terms to Maturity (months)         Loans     Outstanding     Loans   
 -----------------------------------          -----     -----------     -----   
                                                                                
360....................................                $                       %
359....................................                                         
358....................................                                         
357....................................                                         
356....................................                                         
355....................................                                         
354....................................                                         
353....................................                                         
351....................................                                         
339....................................                                         
333....................................                                         
311....................................                                         
300....................................                                         
299....................................                                         
287....................................                                         
240....................................                                         
239....................................                                         
238....................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average remaining term to maturity   
of the Mortgage Loans was approximately       months.               

A-6 

S-3
93rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 93rd
Prepayment Charge Terms of the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
 Prepayment Charge Term (months)              Loans     Outstanding     Loans   
 -----------------------------------          -----     -----------     -----   
                                                                                
0......................................                $                     %  
12.....................................                                         
36.....................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Loan Age of the Mortgage Loans (1)  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
        Range of Loan Ages (months)           Loans     Outstanding     Loans   
        ---------------------------           -----     -----------     -----   
                                                                                
0......................................                $                     %  
1-5....................................                                         
6-10...................................                                         
11-15..................................                                         
16-20..................................                                         
21-25..................................                                         
26-30..................................                                         
31-35..................................                                         
36-40..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

(1)   As of the cut-off date, the weighted average Loan Age for the Mortgage    
Loans was approximately      month[s].                              

A-7 

S-3
94th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 94th
Loan Programs for the Mortgage Loans  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
               Loan Program                   Loans     Outstanding     Loans   
               ------------                   -----     -----------     -----   
                                                                                
10/6 LIBOR.............................                $                     %  
10/1 LIBOR.............................                                         
10/6 LIBOR Interest Only...............                                         
10/1 LIBOR Interest Only...............    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Gross Margins for the Mortgage Loans (1)  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
         Range of Gross Margin (%)            Loans     Outstanding     Loans   
         -------------------------            -----     -----------     -----   
                                                                                
2.001 - 2.500..........................                $                     %  
2.501 - 3.000..........................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

(1)   As of the cut-off date, the weighted average Gross Margin was             
approximately     %.                                                

Initial Adjustment Date for the Mortgage Loans  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
          Initial Adjustment Date             Loans     Outstanding     Loans   
          -----------------------             -----     -----------     -----   
                                                                                
January 2016...........................                $                     %  
February 2016..........................                                         
March 2016                                                                      
April 2016.............................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

A-8 

S-3
95th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 95th
Months to Initial Adjustment Date for the Mortgage Loans  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
   Range of Number of Months to Initial     Mortgage      Balance     Mortgage  
              Adjustment Date                 Loans     Outstanding     Loans   
              ---------------                 -----     -----------     -----   
                                                                                
101 - 110..............................                $                     %  
111 - 120..............................                                         
121 - 130..............................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Maximum Mortgage Rates for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
    Range of Maximum Mortgage Rate (%)        Loans     Outstanding     Loans   
    ----------------------------------        -----     -----------     -----   
                                                                                
10.501 - 11.000........................                $                    %   
11.001 - 11.500........................                                         
11.501 - 12.000........................                                         
12.001 - 12.500........................                                         
12.501 - 13.000........................                                         
13.001 - 13.500........................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average Maximum Mortgage Rate of     
the Mortgage Loans was approximately       %.                       

Initial Periodic Rate Cap for the Mortgage Loans (1)  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
    Initial Periodic Rate Cap (%)             Loans     Outstanding     Loans   
    -----------------------------             -----     -----------     -----   
                                                                                
5.000..................................                $                     %  
6.000..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average Initial Periodic Rate Cap    
of the Mortgage Loans was approximately      %.                     

A-9 

S-3
96th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 96th
Subsequent Periodic Rate Cap for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
    Subsequent Periodic Rate Cap (%)          Loans     Outstanding     Loans   
    ----------------------------------        -----     -----------     -----   
                                                                                
1.000..................................                $                     %  
2.000..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average Subsequent Periodic Rate     
Cap of the Mortgage Loans was approximately     %.                  

A-10  

S-3
97th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 97th
ANNEX I:  
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES   

    Except in certain limited circumstances, the offered certificates, other
than the Class A-R Certificates, will be offered globally (the "Global          
Securities") and will be available only in book-entry form. Investors in the    
Global Securities may hold such Global Securities through The Depository Trust  
Company ("DTC") and, upon request, through Clearstream or Euroclear. The        
Global Securities will be tradable as home market instruments in both the       
European and U.S. domestic markets. Initial settlement and all secondary        
trades will settle in same-day funds.                                           

Secondary market trading between investors holding Global Securities
through Clearstream and Euroclear will be conducted in the ordinary way in      
accordance with their normal rules and operating procedures and in accordance   
with conventional eurobond practice (i.e., seven calendar day settlement).      

Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable  
to U.S. corporate debt obligations.                                             

Secondary cross-market trading between Clearstream or Euroclear and 
Participants holding Certificates will be effected on a                         
delivery-against-payment basis through the respective Depositaries of           
Clearstream and Euroclear (in such capacity) and as Participants.               

Non-U.S. holders (as described below) of Global Securities will be  
Subject to U.S. withholding taxes unless such holders meet certain              
requirements and deliver appropriate U.S. tax documents to the securities       
clearing organizations or their participants.                                   

Initial Settlement                                                              

    All Global Securities will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the Global Securities  
will be represented through financial institutions acting on their behalf as    
direct and indirect Participants in DTC. As a result, Clearstream and           
Euroclear will hold positions on behalf of their participants through their     
respective European Depositaries, which in turn will hold such positions in     
accounts as Participants.                                                       

Investors electing to hold their Global Securities through DTC will 
follow the settlement practices applicable to conventional eurobonds, except    
that there will be no temporary Global Security and no "lock-up" or restricted  
period. Investor securities custody accounts will be credited with their        
holdings against payment in same-day funds on the settlement date.              

  Investors electing to hold their Global Securities through Clearstream
or Euroclear accounts will follow the settlement procedures applicable to       
conventional eurobonds, except that there will be no temporary global security  
and no "lock-up" or restricted period. Global Securities will be credited to    
the securities custody accounts on the settlement date against payment in       
same-day funds.                                                                 

Secondary Market Trading                                                        

    Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's      
accounts are located to ensure that settlement can be made on the desired       
value date.                                                                     

Trading between Participants. Secondary market trading between      
Participants will be settled using the procedures applicable to prior mortgage  
loan asset-backed certificates issues in same-day funds.                        

Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between Clearstream participants or Euroclear Participants will  
be settled using the procedures applicable to conventional eurobonds in         
same-day funds.                                                                 

I-1 

S-3
98th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 98th
   Trading between DTC Seller and Clearstream or Euroclear purchaser. When
Global Securities are to be transferred from the account of a Participant to    
the account of a Clearstream participant or a Euroclear Participant, the        
purchaser will send instructions to Clearstream or Euroclear through a          
Clearstream participant or Euroclear Participant at least one business day      
prior to settlement. Clearstream or Euroclear will instruct the respective      
Depositary, as the case may be, to receive the Global Securities against        
payment. Payment will include interest accrued on the Global Securities from    
and including the last coupon payment date to and excluding the settlement      
date, on the basis of a 360-day year and twelve 30-day months. For              
transactions settling on the 31st of the month, payment will include interest   
accrued to and excluding the first day of the following month. Payment will     
then be made by the respective Depositary of the Participant's account against  
delivery of the Global Securities. After settlement has been completed, the     
Global Securities will be credited to the respective clearing system and by     
the clearing system, in accordance with its usual procedures, to the            
Clearstream participant's or Euroclear Participant's account. The Securities    
credit will appear the next day (European time) and the cash debt will be       
back-valued to, and the interest on the Global Securities will accrue from,     
the value date (which would be the preceding day when settlement occurred in    
New York). If settlement is not completed on the intended value date (i.e.,     
the trade fails), the Clearstream or Euroclear cash debt will be valued         
instead as of the actual settlement date.                                       

 Clearstream participants and Euroclear Participants will need to make
available to the respective clearing systems the funds necessary to process     
same-day funds settlement. The most direct means of doing so is to preposition  
funds for settlement, either from cash on hand or existing lines of credit, as  
they would for any settlement occurring within Clearstream or Euroclear. Under  
this approach, they may take on credit exposure to Clearstream or Euroclear     
until the Global Securities are credited to their accounts one day later.       

  As an alternative, if Clearstream or Euroclear has extended at line of
credit to them, Clearstream participants or Euroclear Participants can elect    
not to preposition funds and allow that credit line to be drawn upon the        
finance settlement. Under this procedure, Clearstream participants or           
Euroclear Participants purchasing Global Securities would incur overdraft       
charges for one day, assuming they cleared the overdraft when the Global        
Securities were credited to their accounts. However, interest on the Global     
Securities would accrue from the value date. Therefore, in many cases the       
investment income on the Global Securities earned during that one-day period    
may substantially reduce or offset the amount of such overdraft charges,        
although this result will depend on each Clearstream participant's or           
Euroclear Participant's particular cost of funds.                               

Since the settlement is taking place during New York business hours,
Participants can employ their usual procedures for sending Global Securities    
to the respective European Depositary for the benefit of Clearstream            
participants or Euroclear Participants. The sale proceeds will be available to  
the DTC seller on the settlement date. Thus, to the Participants a              
cross-market transaction will settle no differently than a trade between two    
Participants.                                                                   

  Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due
to time zone differences in their favor, Clearstream participants and           
Euroclear Participants may employ their customary procedures for transactions   
in which Global Securities are to be transferred by the respective clearing     
system, through the respective Depositary, to a Participant. The seller will    
send instructions to Clearstream or Euroclear through a Clearstream             
participant or Euroclear Participant at least one business day prior to         
settlement. In these cases Clearstream or Euroclear will instruct the           
respective Depositary, as appropriate, to deliver the Global Securities to the  
Participant's account against payment. Payment will include interest accrued    
on the Global Securities from and including the last Coupon payment to and      
excluding the settlement date on the basis of a 360-day year and twelve 30-day  
months. For transactions settling on the 31st of the month, payment will        
include interest accrued to and excluding the first day of the following        
month. The payment will then be reflected in the account of the Clearstream     
participant or Euroclear Participant the following day, and receipt of the      
cash proceeds in the Clearstream participant's or Euroclear Participant's       
account would be back-valued to the value date (which would be the preceding    
day, when settlement occurred in New York). If the Clearstream participant or   
Euroclear Participant have a line of credit with its respective clearing        
system and elect to be in debt in anticipation of receipt of the sale proceeds  
in its account, the back-valuation will extinguish any overdraft incurred over  
that one-day period. If settlement is not completed on the intended value date  
(i.e., the trade fails),                                                        

I-2   

S-3
99th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 99th
receipt of the cash proceeds in the Clearstream participant's or Euroclear      
Participant's account would instead be valued as of the actual settlement date. 

    Finally, day traders that use Clearstream or Euroclear and that purchase
Global Securities from Participants for delivery to Clearstream participants    
or Euroclear Participants should note that these trades would automatically     
fail on the sale side unless affirmative action were taken. At least three      
techniques should be readily available to eliminate this potential problem:     

       1. borrowing through Clearstream or Euroclear accounts) for one
day (until the purchase side of the day trade is reflected in their 
Clearstream or Euroclear accounts) in accordance with the clearing  
system's customary procedures;                                      

      2. borrowing the Global Securities in the United States from a
   Participant no later than one day prior to settlement, which would give
the Global Securities sufficient time to be reflected in their      
    Clearstream or Euroclear account in order to settle the sale side of the
trade; or                                                           

       3. staggering the value dates for the buy and sell sides of the
    trade so that the value date for the purchase from the Participant is at
 least one day prior to the value date for the sale to the Clearstream
participant or Euroclear Participant.                               

Certain U.S. Federal Income Tax Documentation Requirements                      

A beneficial owner of Global Securities holding Securities through  
Clearstream or Euroclear (or through DTC if the holder has an address outside   
the U.S.) will be subject to the U.S. withholding tax that generally applies    
to payments of interest (including original issue discount) on registered debt  
issued by U.S. Persons, unless (i) each clearing system, bank or other          
financial institution that holds customers' securities in the ordinary course   
of its trade or business in the chain of intermediaries between such            
beneficial owner and the U.S. entity required to withhold tax complies with     
applicable certification requirements and (ii) such beneficial owner takes one  
of the following steps to obtain an exemption or reduced tax rate:              

o  Exemption for non-U.S. Persons (Form W-8BEN). Beneficial owners of Global    
Securities that are non-U.S. Persons can obtain a complete exemption from 
the withholding tax by filing a signed Form W-8BEN (Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding). Non-U.S.   
Persons that are Certificate Owners residing in a country that has a tax  
treaty with the United States can obtain an exemption or reduced tax rate 
(depending on the treaty terms) by filing Form W-8BEN (Certificate of     
Foreign Status of Beneficial Owner for United States Tax Withholding). If 
the information shown on Form W-8BEN changes, a new Form W-8BEN must be   
filed within 30 days of such change. More complex rules apply to nominees 
and entities treated as partnerships that are not U.S. Persons.           

o  Exemption for non-U.S. Persons with effectively connected income (Form       
 W-8ECI). A non-U.S. Person, including a non-U.S. corporation or bank with a
U.S. branch, for which the interest income is effectively connected with  
its conduct of a trade or business in the United States, can obtain an    
exemption from the withholding tax by filing Form W-8ECI (Certificate of  
 Foreign Person's Claim for Exemption from Withholding on Income Effectively
Connected with the Conduct of a Trade or Business in the United States).  

o  Exemptions for U.S. Persons (Form W-9). U.S. Persons can obtain a complete   
exemption from the withholding tax by filing Form W-9 (Payer's Request for
Taxpayer Identification Number and Certification).                        

In each case, the Certificate Owner of a Global Security files by   
submitting the appropriate form to the person through whom it holds (the        
clearing agency, in the case of persons holding directly on the books of the    
clearing agency). Form W-8BEN and Form W-8ECI are generally effective until     
the end of the third succeeding calendar year after the date such form is       
signed unless the information provided in the form changes. If information in   
the form changes, a new form must be provided within 30 days of such change.    

I-3   

S-3
100th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 100th
The term "U.S. Person" means (i) a citizen or resident of the United
States, (ii) a corporation, partnership or other entity treated as a            
corporation or partnership for United States federal income tax purposes        
organized in or under the laws of the United States or any state thereof or     
the District of Columbia (unless, in the case of a partnership, Treasury        
regulations provide otherwise) or (iii) an estate the income of which is        
includible in gross income for United States tax purposes, regardless of its    
source, or (iv) 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 United States persons have authority to control all substantial decisions  
of the trust. Notwithstanding the preceding sentence, to the extent provided    
in Treasury regulations, certain trusts in existence on August 20, 1996, and    
treated as United States persons prior to such date, that elect to continue to  
be treated as United States persons will also be a U.S. Person. This summary    
does not deal with all aspects of U.S. federal income tax withholding that may  
be relevant to foreign holders of the Global Securities. Investors are advised  
to consult their own tax advisors for specific tax advice concerning their      
holding and disposing of the Global Securities.                                 

I-4 

S-3
101st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 101st
-----------                                                                     
Issuing                                                                         
-------                                                                         
Entity                                                                          
------                                                                          
[                                                                           
]                                                                           
Trustee       [Residential Asset Securitization Trust][IndyMac INDX Mortgage    
-----------              Loan Trust] 200[ ]-[A][AR][IP]                         
Issuer  

IndyMac MBS, Inc. 
Depositor 

 [logo omitted] IndyMac Bank (R)
Seller and Servicer 

$   
(Approximate) 

Mortgage Pass-Through Certificates, Series 200[  ]-   

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

PROSPECTUS SUPPLEMENT 

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

[Name of Underwriter] 
[Name of Underwriter] 

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We     
have not authorized anyone to provide you with different information.           

We are not offering the Series 200[ ]- Mortgage Pass-Through        
Certificates in any state where the offer is not permitted.                     

   Dealers will deliver a prospectus supplement and prospectus when acting
as underwriters of the Series 200[ ]- Mortgage Pass-Through Certificates and    
with respect to their unsold allotments or subscriptions. In addition, all      
dealers selling the Series 200[ ]- Mortgage Pass-Through Certificates will be   
required to deliver a prospectus supplement and prospectus until                
, 200[  ].                                      

, 200[ ]  

S-3
102nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 102nd
SUBJECT TO COMPLETION, DATED [       ], 2006  

PROSPECTUS SUPPLEMENT                                                           
(To Prospectus dated [          ], 2006)                                        

 $
 (Approximate)
 INDYMAC MBS, INC.
 Depositor

[LOGO] IndyMac Bank(R)  
[Sponsor, Seller and Servicer]

 [         ] 200__ [ ]
Issuing Entity

Mortgage Backed Notes, Series 200[ ]-[ ]

 Distributions are payable on the [ ]th day of each month, beginning in [ ],
200[ ]

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

The issuing entity will issue securities, including the following classes of    
notes being offered pursuant to this prospectus supplement and the accompanying 
prospectus:                                                                     

                                                        [Enlarge/Download Table]

------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
              Original                                                      Original                                          
                Note                                                          Note                                            
             Principal   Price to   Underwriting  Proceeds to               Principal  Price to   Underwriting   Proceeds to  
   Class     Balance(1)   Public      Discount    Depositor(2)   Class      Balance(1)  Public      Discount     Depositor(2) 
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
                                                                                                                              
[AF-1A]        $               %             %             %     [BF]         $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[AF-1B]        $               %             %             %     [2-AV-1]     $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[AF-2]         $               %             %             %     [2-AV-2]     $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[AF-3]         $               %             %             %     [3-AV-1]     $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[AF-4]         $               %             %             %     [3-AV-2]     $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[AF-5A]        $               %             %             %     [3-AV-3]     $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[AF-5B]        $               %             %             %     [3-AV-4]     $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[AF-6]         $               %             %             %     [MV-1]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-1]         $               %             %             %     [MV-2]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-2]         $               %             %             %     [MV-3]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-3]         $               %             %             %     [MV-4]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-4]         $               %             %             %     [MV-5]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-5]         $               %             %             %     [MV-6]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-6]         $               %             %             %     [MV-7]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-7]         $               %             %             %     [MV-8]       $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------
[MF-8]         $               %             %             %     [BV]         $              %             %              %   
------------ ----------- ---------- ------------- -------------  ---------- ---------- ---------- -------------- -------------

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

________________                                                                
(1)   This amount is subject to a permitted variance in the aggregate of plus or
minus [ ]%.                                                         
(2)   Before deducting expenses payable by the depositor estimated to be        
approximately $[            ] in the aggregate.                     

          The classes of notes offered by this prospectus supplement are listed,
       together with their interest rates, in the tables under "Summary --
          Description of the Notes" on page S-[ ] of this prospectus supplement.
          This prospectus supplement and the accompanying prospectus relate only
       to the offering of the classes of notes listed above and not to the
other securities that will be issued by the issuing entity. 

          The assets of the issuing entity will primarily consist of [adjustable
         rate][fixed rate] mortgage loans that are secured by [first] liens on
    one- to four-family residential properties, as described in this
prospectus supplement.                                      

Credit enhancement for the notes may consist of:                                
o     [Overcollateralization];                                                  
o     [Subordination];                                                          
o     [With respect to the adjustable rate notes only, the related interest rate
corridor contracts]; and                                            
o     [With respect to the [Class AF-5B] Notes only, the [Class AF-5B] Note     
guaranty insurance policy issued by [             ].                
 The credit enhancement for each class of notes varies. Not all credit
      enhancement is available for every class. Amounts received on the interest
   rate corridor contracts are only available to make distributions on the
      related [adjustable rate] notes. The [Class AF-5B] Note guaranty insurance
      policy only applies to the [Class AF-5B] Notes. The credit enhancement for
the notes is described in more detail in this prospectus supplement.

--------------------------------------------------------------------------------
Consider carefully the risk factors beginning on page S-[ ] in this prospectus  
supplement and on page [ ] in the prospectus.                                   

The notes represent obligations of the issuing entity only and do not represent 
an interest in or obligation of IndyMac MBS, Inc., IndyMac Bank, F.S.B., or any 
of their affiliates.                                                            

This prospectus supplement may be used to offer and sell the offered notes only 
if accompanied by the prospectus.                                               
--------------------------------------------------------------------------------

S-3
103rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 103rd
These securities have not been approved or disapproved by the Securities and    
Exchange Commission or any state securities commission nor has the Securities   
and Exchange Commission or any state securities commission passed upon the      
accuracy or adequacy of this prospectus supplement or the prospectus. Any       
representation to the contrary is a criminal offense.                           

[Underwriter]                                                                   
[Underwriter]   
                                                         [Underwriter]
[              ], 200[   ]                                                      

S-3
104th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 104th
 Table of Contents

Prospectus Supplement                                                       Page

Summary......................................................................S-5
Summary of Transaction Parties..............................................S-22
Risk Factors................................................................S-23
The Mortgage Pool...........................................................S-31
The Seller..................................................................S-35
Servicing of the Mortgage Loans.............................................S-39
The sponsor.................................................................S-43
Static Pool Data............................................................S-43
The Depositor...............................................................S-44
The Issuing Entity..........................................................S-44
the Indenture trustee.......................................................S-44
The Owner Trustee...........................................................S-46
The Trust Administrator.....................................................S-47
the cap counterparty........................................................S-47
[the Note guaranty insurance policy and the Note insurer....................S-48
Description of the Notes....................................................S-48
     General................................................................S-48
     Denominations..........................................................S-49
     Book-Entry Notes.......................................................S-49
     Glossary of Terms......................................................S-50
     Deposits to the Collection Account.....................................S-63
     Withdrawals from the Collection Account................................S-64
     Deposits to the Distribution Account...................................S-65
     Withdrawals from the Distribution Account..............................S-66
     Investments of Amounts Held in Accounts................................S-67
     Fees and Expenses......................................................S-68
     Distributions..........................................................S-71
     [Overcollateralization Provisions].....................................S-77
     [The Corridor Contracts]...............................................S-80
     [Calculation of One-Month LIBOR........................................S-85
     [Carryover Reserve Fund................................................S-86
     [Applied Realized Loss Amounts.........................................S-86
     [[Class AF-5B] Note Guaranty Insurance Policy..........................S-87
     [The [Class AF-5B] Insurer.............................................S-91
     Reports to Noteholders.................................................S-91
     Optional Termination...................................................S-91
Certain Matters related to the Servicer, the Depositor and            
        the Sellers.........................................................S-92
     Ownership of the Owner Trust Certificate...............................S-92
     Restrictions on Investment, Suitability Requirements...................S-92
Yield, Prepayment and Maturity Considerations...............................S-93
     General................................................................S-93
     Prepayments and Yields for the Offered Notes...........................S-94
     Maturity Date..........................................................S-95
     Prepayment Model.......................................................S-95
     Decrement Tables; Weighted Average Lives...............................S-96
Legal Proceedings..........................................................S-107
Material Federal Income Tax Consequences...................................S-107
     General...............................................................S-107
     Characterization of the Notes as Indebtedness.........................S-107
Classification of the Issuing Entity as a Partnership or a            
        Corporation........................................................S-107
Possible Classification of the Issuing Entity as a Taxable            
        Mortgage Pool......................................................S-108
     Taxation of Interest Income of Beneficial Owners of Notes.............S-108
     Foreign Investors.....................................................S-109
     Backup Withholding....................................................S-109
Other Taxes................................................................S-110
ERISA Considerations.......................................................S-110
Method of Distribution.....................................................S-111
Use of Proceeds............................................................S-113
Legal Matters..............................................................S-114
[Experts]..................................................................S-114
Ratings....................................................................S-114
Index of Defined Terms.....................................................S-116

ANNEX A....................................................................A-1  
ANNEX I....................................................................I-1  

S-2 

S-3
105th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 105th
                                                                            Page
Prospectus                                                                      

Important Notice About Information in This                                      
Prospectus and Each Accompanying                                          
   Prospectus Supplement.......................................................5

Risk Factors...................................................................6

The Trust Fund................................................................25

Use of Proceeds...............................................................40

The Depositor.................................................................41

Mortgage Loan Program.........................................................41

Static Pool Data..............................................................44

Description of the Securities.................................................44

Credit Enhancement............................................................59

Yield and Prepayment Considerations...........................................64

The Agreements................................................................67

Certain Legal Aspects of the Loans............................................85

Material Federal Income Tax Consequences......................................91

State Tax Considerations.....................................................113

ERISA Considerations.........................................................114

Legal Investment.............................................................116

Method of Distribution.......................................................117

Legal Matters................................................................118

Financial Information........................................................118

Rating.......................................................................118

Index of Principal Terms.....................................................120

S-3 

S-3
106th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 106th
Important Notice About Information Presented in this Prospectus Supplement
and the Prospectus

 We provide information to you about the offered notes in two separate
documents that progressively provide more detail:                               

   o     the prospectus, which provides general information, some of which
may not apply to your series of notes; and              

   o     this prospectus supplement, which describes the specific terms of
your series of notes.                                   

If the description of your notes in this prospectus supplement differs from the 
related description in the prospectus, you should rely on the information in    
this prospectus supplement.                                                     

    Some of the statements contained in or incorporated by reference in this
prospectus supplement and the accompanying prospectus consist of forward-looking
statements relating to future economic performance or projections and other     
financial items. These statements can be identified by the use of               
forward-looking words such as "may," "will," "should," "expects," "believes,"   
"anticipates," "estimates," or other comparable words. Forward-looking          
statements are subject to a variety of risks and uncertainties that could cause 
actual results to differ from the projected results. Those risks and            
uncertainties include, among others, general economic and business conditions,  
regulatory initiatives and compliance with governmental regulations, customer   
preferences and various other matters, many of which are beyond our control.    
Because we cannot predict the future, what actually happens may be very         
different from what we predict in our forward-looking statements.               

S-4 

S-3
107th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 107th
 SUMMARY

This summary highlights selected information from this document and does not    
contain all of the information that you need to consider when making your       
investment decision. To understand all of the terms of an offering of the notes,
read this entire document and the accompanying prospectus carefully.            

While this summary contains an overview of certain calculations, cash flow      
priorities and other information to aid your understanding, you should read     
carefully the full description of these calculations, cash flow priorities and  
other information in this prospectus supplement and the accompanying prospectus 
before making any investment decision.                                          

Issuing Entity                                                                  

[ ] 200__ [ ], a [statutory] trust formed under the laws of the State of        
[Delaware].                                                                     

See "The Issuing Entity" in this prospectus supplement.                         

Owner Trustee                                                                   

[                 ], a [                            ].                          

See "The Owner Trustee" in this prospectus supplement.                          

Trust Administrator                                                             

[                 ], a [                            ].                          

See "The Trust Administrator" in this prospectus supplement.                    

Depositor                                                                       

IndyMac MBS, Inc., a Delaware corporation and a limited purpose finance         
subsidiary of IndyMac Bank, F.S.B. Its address is 155 North Lake Avenue,        
Pasadena, California 91101, and its telephone number is (800) 669-2300.         

See "The Depositor" in the prospectus.                                          

Sponsor, Seller and Servicer                                                    

IndyMac Bank, F.S.B., a federal savings bank. Its principal executive offices   
are located at 888 East Walnut Street, Pasadena, California 91101, and its      
telephone number is (800) 669-2300.                                             

See "Servicing of the Mortgage Loans -- IndyMac Bank" in this prospectus        
supplement.                                                                     

Indenture Trustee                                                               

[Name of Indenture Trustee]                                                     

See "Description of the Notes -- The Indenture Trustee" in this prospectus      
supplement.                                                                     

[The [Class AF-5B] Insurer]                                                     

[Name of Insurer] will unconditionally and irrevocably guarantee certain        
payments on the [Class AF-5B] Notes on each distribution date pursuant to the   
terms of a note guaranty insurance policy.                                      

See "Description of the Notes -- The [Class AF-5B] Note Guaranty Insurance      
Policy" and -- The [Class AF-5B] Insurer" in this prospectus supplement.        

Cap Counterparty                                                                

[ ], a [ ] corporation. The principal executive office of the cap counterparty  
is located at [ ].                                                              

Rating Agencies                                                                 

[ ] and [ ] will issue ratings with respect to the notes.                       

Sale and Servicing Agreement                                                    

The sale and servicing agreement among the depositor, the issuing entity, the   
trust administrator, the sellers, the servicer and the indenture trustee, under 
which the depositor will transfer the mortgage loans to the issuing entity.     

Indenture                                                                       

The indenture among the issuing entity, the trust administrator and the         
indenture trustee under which the issuing entity will issue the notes and pledge
the mortgage loans to the indenture trustee as collateral to secure the         
repayment of the notes.                                                         

Cut-off Date                                                                    

Initial Mortgage Loans:                                                         

The later of [ ], 200[ ] and the origination date of that mortgage loan         
(referred to as the initial cut-off date).                                      

Subsequent Mortgage Loans:                                                      

S-5 

S-3
108th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 108th
The later of the first day of the month of the related subsequent transfer date 
and the origination date of that subsequent mortgage loan (referred to as the   
subsequent cut-off date).                                                       

Closing Date                                                                    

On or about [                    ], 200[  ].                                    

[Pre-Funding]                                                                   

On the closing date, the depositor may elect to deposit an amount of up to 25%  
of the initial note principal balance of the offered notes in a pre-funding     
account (referred to as the pre-funded amount).                                 

Pre-Funded Amount:                                                              

Any pre-funded amount shall not exceed 25% of the initial note principal balance
of the offered notes, which will be allocated among the loan groups so that the 
amount allocated to any loan group will not exceed 25% of the note principal    
balance of the classes of notes related to that loan group.                     

Funding Period:                                                                 

If the depositor elects to deposit a pre-funded amount on the closing date, the 
funding period will begin on the closing date and end on the earlier of (x) the 
date the amount in the pre-funding account is less than $[ ] and (y) [ ], 200[  
].                                                                              

Use of Pre-Funded Amount:                                                       

If the depositor elects to deposit a pre-funded amount on the closing date, the 
pre-funded amount is expected to be used to purchase subsequent mortgage loans. 
Any pre-funded amount not used during the funding period to purchase subsequent 
mortgage loans will be distributed to holders of the related senior notes as a  
prepayment of principal on the distribution date immediately following the end  
of the funding period.                                                          

Restrictions on Subsequent Mortgage Loan Purchases:                             

Purchases of subsequent mortgage loans are subject to the same criteria as the  
initial mortgage loans and additional restrictions related to the composition of
the related loan group following the acquisition of the subsequent mortgage     
loans, as described in this prospectus supplement.                              

Interest Shortfall Payments:                                                    

To the extent needed to make required interest payments on the offered notes and
to pay the [Class AF-5B] Insurer the [Class AF-5B] policy premium on or prior to
the [ ] 200[ ] distribution date, the seller will make interest shortfall       
payments to the issuing entity to offset shortfalls in interest collections     
attributable to the pre-funding mechanism or because newly originated loans do  
not have a payment due date in the due period related to the subject            
distribution date.                                                              

See "The Mortgage Pool -- Pre-Funding" in this prospectus supplement.           

The Mortgage Loans                                                              

The mortgage pool will consist primarily of [15][30]-year [fixed and adjustable 
rate] mortgage loans that are secured by [first] liens on one- to four-family   
properties. The mortgage loans will be divided into [three] separate groups.    
Each group of mortgage loans is referred to as a "loan group." Loan group [1]   
will consist of [first lien] [fixed] rate mortgage loans. Loan group [2] and    
loan group [3] will consist of [first lien] [adjustable] rate mortgage loans.   

See "The Mortgage Pool" in this prospectus supplement.                          

[Statistical Calculation Information]                                           

The statistical calculation information presented in this prospectus supplement 
concerning the mortgage loans does not reflect all of the mortgage loans that   
will be included in the issuing entity as of the closing date. The statistical  
calculation information presented in this prospectus supplement relates to a    
statistical calculation pool that comprises approximately [ ]% of the mortgage  
loans that will be included in the issuing entity. The pool of mortgage loans   
for which information is presented in this prospectus supplement is referred to 
as the statistical calculation mortgage pool, and the mortgage loans for which  
information is presented in this prospectus supplement are referred to as       
statistical calculation mortgage loans. The depositor believes that the         
information in this prospectus supplement with respect to the statistical       
calculation mortgage pool is representative of the characteristics of the       
mortgage pool as it will be constituted at the closing date.                    

The statistical calculation mortgage loans consist of [ ] [fixed-rate]          
[adjustable-rate] mortgage loans with an aggregate outstanding principal balance
of approximately $[ ] as of the cut-off date,                                   

S-6 

S-3
109th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 109th
after giving effect to principal payments due on or before that date.           

See "The Mortgage Pool" in this prospectus supplement.                          

As of the [Cut-off Date] [statistical calculation date], the mortgage loans [in 
the statistical calculation pool] had the following characteristics:            

Aggregate Current                                                               
Principal Balance       $[     ]                                            

Weighted Average                                                                
Mortgage Rate            [     ]%                                           

Range of Mortgage Rates    [     ]% to [     ]%                                 

Average Current                                                                 
Principal Balance       $[     ]                                            

Range of Outstanding                                                            
Principal Balances      $[     ] to  $[    ]                                

Weighted Average                                                                
Original LTV             [     ]%                                           

Weighted Average                                                                
Original Term to                                                            
Maturity                 [     ] months                                     

Weighted Average Credit                                                         
Risk Score               [     ]                                            

Weighted Average                                                                
Remaining Term to                                                           
Stated Maturity          [     ] months                                     

Geographic                                                                      
Concentrations in                                                           
excess of 10%:                                                              

[      ]                 [     ]%                                           

[      ]                 [     ]%                                           

S-7 

S-3
110th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 110th
Description of the Notes                                                        

The issuing entity will issue [ ] classes of notes, [ ] of which are offered by 
this prospectus supplement and the accompanying prospectus:                     

                                                        [Enlarge/Download Table]

                                    Initial                                                              Initial         Initial   
                                Note Principal                                                            Rating       Rating (S&P)
             Class                Balance (1)                  Type               Maturity Date (2)   (Moody's) (3)        (3)     
------------------------------  --------------     -----------------------------  -----------------   -------------    ----------- 
                                                                                                                                   
Offered Notes                                                                                                                      
[AF-1A]......................     $                 [Senior/Adjustable Rate]       [      ] 20[ ]        [   ]           [   ]     
[AF-1B]......................     $                   [Senior/Fixed Rate]          [      ] 20[ ]        [   ]           [   ]     
[AF-2].......................     $                   [Senior/Fixed Rate]          [      ] 20[ ]        [   ]           [   ]     
[AF-3].......................     $                   [Senior/Fixed Rate]          [      ] 20[ ]        [   ]           [   ]     
[AF-4].......................     $                   [Senior/Fixed Rate]          [      ] 20[ ]        [   ]           [   ]     
[AF-5A]......................     $                   [Senior/Fixed Rate]          [      ] 20[ ]    [  ][(4)]       [  ][(4)]     
[AF-5B]......................     $                   [Senior/Fixed Rate]          [      ] 20[ ]        [   ]           [   ]     
                                                      [Senior/Fixed Rate/                                                          
[AF-6] .......................    $                  Non-Accelerated Senior]       [      ] 20[ ]        [   ]           [   ]     
[MF-1].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[MF-2].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[MF-3].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[MF-4].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[MF-5].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[MF-6].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[MF-7].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[MF-8].......................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[BF].........................     $                 [Subordinate/Fixed Rate]       [      ] 20[ ]        [   ]           [   ]     
[2-AV-1].....................     $                 [Senior/Adjustable Rate]       [      ] 20[ ]        [   ]           [   ]     
[2-AV-2].....................     $             [Senior Support/Adjustable Rate]   [      ] 20[ ]        [   ]           [   ]     
[3-AV-1].....................     $                 [Senior/Adjustable Rate]       [      ] 20[ ]        [   ]           [   ]     
[3-AV-2].....................     $                 [Senior/Adjustable Rate]       [      ] 20[ ]        [   ]           [   ]     
[3-AV-3].....................     $                 [Senior/Adjustable Rate]       [      ] 20[ ]        [   ]           [   ]     
[3-AV-4].....................     $                 [Senior/Adjustable Rate]       [      ] 20[ ]        [   ]           [   ]     
[MV-1].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[MV-2].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[MV-3].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[MV-4].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[MV-5].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[MV-6].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[MV-7].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[MV-8].......................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     
[BV].........................     $              [Subordinate/Adjustable Rate]     [      ] 20[ ]        [   ]           [   ]     

Non-Offered Securities(5)                                                                                                          
[Class PF]...................        N/A              [Prepayment Charges]              N/A                NR              NR      
[Class PV]...................        N/A              [Prepayment Charges]              N/A                NR              NR      
Owner Trust Certificate......     $                        [Residual]               [    ] 20[ ]           NR              NR      

________________                                                                

(1)   This amount is subject to a permitted variance in the aggregate of plus or
    minus [10]% depending on the amount of mortgage loans actually delivered
on the closing date.                                                

(2)   The final payment on each class of notes could be significantly earlier   
     than the maturity date as described under "Yield, Prepayment and Maturity
Considerations - Maturity Date" in this prospectus supplement.      

(3)   The offered notes will not be offered unless they are assigned the        
  indicated ratings by [Moody's Investors Service, Inc. ("Moody's")] and
[Standard & Poor's, a division of The McGraw-Hill Companies, Inc.   
      ("S&P")]. "N/R" indicates that the agency was not asked to rate the notes.
   A rating is not a recommendation to buy, sell or hold securities. These
   ratings may be lowered or withdrawn at any time by either of the rating
agencies. See "Ratings" in this prospectus supplement.              

S-8 

S-3
111th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 111th
(4)   [The ratings assigned to the [Class AF-5B] Notes will be issued without   
regard to the [Class AF-5B] policy.]                                

(5)   The [Class PF and Class PV] Notes and the Owner Trust Certificate are not 
    offered by this prospectus supplement. Any information contained in this
   prospectus supplement with respect to the [Class PF and Class PV] Notes
and the Owner Trust Certificate is provided only to permit a better 
understanding of the offered notes.                                 

The notes will also have the following characteristics:                         

                                                        [Enlarge/Download Table]

                                   Interest Rate        Interest Rate                                                       
                   [Related           Before                After                                                           
                     Loan            Optional              Optional                                        Interest Accrual 
      Class        Group (1)]  Termination Date (2)  Termination Date (2)      Delay/Accrual Period           Convention    
----------------   ----------  --------------------  --------------------  -----------------------------  ------------------
                                                                                                                            
Offered Notes                                                                                                               
[AF-1A].........     [1]       [LIBOR] + [ ]% (3)    [LIBOR] + [ ]% (3)     [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[AF-1B].........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[AF-2]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[AF-3]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[AF-4]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[AF-5A].........     [1]            [ ]% (9)              [ ]% (9)         [24] day/[calendar month] (7)    [30/360] (8)    
[AF-5B].........     [1]            [ ]% (9)              [ ]% (9)         [24] day/[calendar month] (7)    [30/360] (8)    
[AF-6]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-1]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-2]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-3]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-4]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-5]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-6]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-7]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[MF-8]..........     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[BF]............     [1]            [ ]% (6)              [ ]% (6)         [24] day/[calendar month] (7)    [30/360] (8)    
[2-AV-1]........     [2]       [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[2-AV-2]........     [2]       [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[3-AV-1]........     [3]       [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[3-AV-2]........     [3]       [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[3-AV-3]........     [3]       [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[3-AV-4]........     [3]       [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-1]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-2]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-3]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-4]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-5]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-6]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-7]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[MV-8]..........  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  
[BV]............  [2 and 3]    [LIBOR] + [ ]% (10)   [LIBOR] + [ ]% (10)    [0] day/[25]th to [24]th (4)  [Actual/360] (5)  

Non-Offered                                                                                                                 
Securities                                                                                                                  
[Class PF]......     [1]               N/A                   N/A                        N/A                      N/A        
[Class PV]......  [2 and 3]            N/A                   N/A                        N/A                      N/A        
Owner Trust       [1, 2 and                                                                                                 
Certificate           3]               N/A                   N/A                        N/A                      N/A        

________________                                                                
(1)   Generally, payment of principal and interest on the notes will be based on
      amounts available for distribution in respect of the mortgage loans in the
      related loan group or groups. In some circumstances, however, amounts from
    an unrelated loan group or groups may be allocated to make payments on a
    class of notes. For a more detailed description of how the offered notes
will be backed by these cashflows, see "Description of the Notes -- 
Distributions" and "-- Overcollateralization Provisions" in this    
prospectus supplement.                                              

(2)   If on any distribution date, the interest rate for a class of offered     
  notes is based on the applicable interest rate cap, each holder of the
     applicable notes will be entitled to receive the resulting shortfall from
remaining excess                                                    

S-9 

S-3
112th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 112th
   cashflow (if any) to the extent described in this prospectus supplement
      under "Description of the Notes -- Overcollateralization Provisions", [and
    in the case of the [adjustable rate notes] only, from payments allocated
  to the issuing entity (if any) in respect of the related interest rate
corridor contract as described in this prospectus supplement under  
     "Description of the Notes -- Distributions -- Distributions of Funds from
the Corridor Contracts."]                                           

(3)   The interest rate for the [Class AF-1A] Notes may adjust monthly and will 
be subject to an interest rate cap, as described in this prospectus 
supplement under "Description of the Notes -- Distributions --      
 Distributions of Interest." LIBOR refers to [One-Month] LIBOR for the
      related interest accrual period calculated as described in this prospectus
  supplement under "Description of the Notes -- Calculation of One-Month
LIBOR."                                                             

(4)   [The interest accrual period for any distribution date will be the        
   one-month period from and including the preceding distribution date (or
      from and including the closing date, in the case of the first distribution
   date) to and including the day prior to the current distribution date.]

(5)   [Interest accrues at the rate specified in this table based on a 360-day  
 year and the actual number of days elapsed during the related accrual
period.]                                                            

(6)   [The interest rates for the [Class AF-1B], [Class AF-2], [Class AF-3],    
      [Class AF-4] and [Class AF-6] Notes and the [fixed rate subordinate notes]
    will be subject to an interest rate cap, as described in this prospectus
supplement under "Description of the Notes -- Distributions --      
Distributions of Interest."]                                        

(7)   [The interest accrual period for any distribution date will be the        
calendar month preceding that distribution date.]                   

(8)   [Interest accrues at the rate specified in this table based on a 360-day  
year that consists of twelve 30-day months.]                        

(9)   [The interest rates for the [Class AF-5A] and [Class AF-5B] Notes will be 
    subject to increase after the optional termination date as shown in this
   table and will be subject to an interest rate cap, as described in this
     prospectus supplement under "Description of the Notes -- Distributions --
Distributions of Interest."]                                        

(10)  [The interest rates for the [Class 2-AV-1], [Class 2-AV-2], [Class        
    3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes and the
      [adjustable rate subordinate notes] may adjust monthly, will be subject to
   increase after the optional termination date as shown in this table and
      will be subject to an interest rate cap, in each case as described in this
     prospectus supplement under "Description of the Notes -- Distributions --
Distributions of Interest." LIBOR refers to One-Month LIBOR for the 
      related interest accrual period calculated as described in this prospectus
  supplement under "Description of the Notes -- Calculation of One-Month
LIBOR."]                                                            

See "Description of the Notes" in this prospectus supplement.                   

S-10

S-3
113th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 113th
Designations                                                                    

Designation                            Class of Notes                   
--------------------  ----------------------------------------------------------
[Class AF Notes:]     [Class AF-1A, Class AF-1B, Class AF-2, Class              
                     AF-3, Class AF-4, Class AF-5A, Class AF-5B and Class AF-6
Notes.]                             

[Class AV Notes:]     [Class 2-AV-1, Class 2-AV-2, Class 3-AV-1, Class 3-AV-2,  
 Class 3-AV-3 and Class 3-AV-4 Notes.]

[Senior Notes:]       [Class AF and Class AV Notes.]                            

[Subordinate Notes:]  [Class MF-1, Class MF-2, Class MF-3,                      
                 Class MF-4, Class MF-5, Class MF-6, Class MF-7, Class
                     MF-8, Class BF, Class MV-1, Class MV-2, Class MV-3, Class
                    MV-4, Class MV-5, Class MV-6, Class MV-7, Class MV-8 and
Class BV Notes.]                    

[Adjustable Rate      [Class MV-1, Class MV-2, Class MV-3,                      
Subordinate         Class MV-4, Class MV-5, Class MV-6,                     
Notes:]             Class MV-7, Class MV-8 and Class BV Notes.]             

[Fixed Rate Notes:]   [Class AF-1B, Class AF-2, Class AF-3, Class               
    AF-4, Class AF-5A, Class AF-5B and Class
     AF-6 Notes and the Fixed Rate Subordinate
Notes.]                             

[Adjustable Rate      [Class AF-1A and Class AV Notes and the                   
Notes:]             Adjustable Rate Subordinate Notes.]                     

[Fixed Rate           [Class MF-1, Class MF-2, Class MF-3,                      
Subordinate         Class MF-4, Class MF-5, Class MF-6,                     
Notes:]             Class MF-7, Class MF-8 and Class BF Notes.]             

[Offered Notes:]      [Senior Notes and the Subordinate Notes.]                 

Record Date                                                                     

[Adjustable Rate Notes:]                                                        

[The business day immediately preceding a distribution date, or if the          
adjustable rate notes are no longer book-entry notes, the last business day of  
the month preceding the month of a distribution date. ]                         

[Fixed Rate Notes:]                                                             

[The last business day of the month preceding the month of a distribution date.]

Denominations                                                                   

$[20,000] and multiples of $[1,000] in excess thereof.                          

Registration of Notes                                                           

[Offered Notes:]                                                                

Book-entry form. Persons acquiring beneficial ownership interests in the offered
notes may elect to hold their beneficial interests through The Depository Trust 
Company, in the United States, or Clearstream, Luxembourg or the Euroclear      
System, in Europe.                                                              

See "Description of the Notes -- Book-Entry Notes" in this prospectus           
supplement.                                                                     

Payment Dates                                                                   

Beginning on [ ], 200[ ], and thereafter on the [ ]th day of each calendar      
month, or if the [ ]th is not a business day, the next business day.            

Interest Payments                                                               

On each distribution date, holders of each class of interest-bearing notes will 
be entitled to receive:                                                         

o     the interest that has accrued during the related accrual period at the    
    related interest rate on the note principal balance immediately prior to
the applicable distribution date, and                               

o     [any interest due on a prior distribution date that was not paid].        

The related accrual period, interest calculation convention and interest rate   
for each class of interest-bearing notes is shown in the table on page S-[ ].   

For each class of subordinate notes, any interest carry forward amount (which is
interest due on a prior distribution date that was not paid on a prior          
distribution date) will be payable from excess cashflow as and to the extent    
described in this prospectus supplement, [and in the case of the [adjustable    
rate subordinate notes] only, [from payments allocated to the issuing entity (if
any)] in respect of the related interest rate corridor contract in the manner   
described in this prospectus supplement].                                       

There are certain circumstances that could reduce the amount of interest paid to
you.                                                                            

See "Description of the Notes -- Distributions -- Distributions of Interest" in 
this prospectus supplement.                                                     

When a borrower makes a full or partial prepayment on a mortgage loan, the      
amount of interest that the borrower is required to pay may be less than the    
amount of interest noteholders would otherwise be entitled to receive with      
respect to the mortgage loan. The servicer is required to reduce its servicing  
compensation to offset this shortfall but the reduction for any distribution    
date is limited to an amount equal                                              

S-11

S-3
114th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 114th
to the product of one-twelfth of    % multiplied by the pool balance as of the  
first day of the prior month. If the aggregate amount of interest shortfalls    
resulting from prepayments on the mortgage loans exceeds the amount of the      
reduction in the servicer's servicing compensation, the interest entitlement    
for each class of notes will be reduced proportionately by the amount of this   
excess.                                                                         

[See "Servicing of Mortgage Loans--Servicing Compensation and Payment of        
Expenses" and "--Adjustment to Servicing Compensation in Connection with        
Certain Prepaid Mortgage Loans" in this prospectus supplement.]                 

Principal Payments                                                              

On each distribution date, noteholders will only receive a payment of           
principal on their notes if there is cash available on that date for the        
payment of principal. The manner of paying principal among the classes of       
notes will depend on the priority of payments, which will differ, as described  
in this prospectus supplement, depending upon [whether a distribution date      
occurs before the stepdown date, or on or after that date, and will depend on   
the loss and delinquency performance of the mortgage loans].                    

See "Description of the Notes -- Distributions -- Payments of Principal         
Distributable Amount for Loan Group [1]" and "--Payments of Principal           
Distributable Amount for Loan Group [2] and Loan Group [3]" in this prospectus  
supplement.                                                                     

Amounts Available for Payments on the Notes                                     

Amounts Available with respect to Interest Payments                             

The amount available for interest distributions on the notes on any distribution
date will be calculated on a loan group by loan group basis and will generally  
consist of the following amounts (subject to the amounts to be netted as        
described below):                                                               

o     scheduled payments of interest on the mortgage loans collected during the 
applicable period less the related servicing fees;                  

o     interest on prepayments to the extent not allocable to the servicer as    
additional servicing compensation;                                  

o     interest amounts advanced by the servicer and any required compensating   
   interest paid by the servicer related to certain prepayments on certain
mortgage loans;                                                     

o     liquidation proceeds on the mortgage loans during the applicable period   
(to the extent allocable to interest); and                          

o     the amount (if any) of the seller interest shortfall payment paid by the  
      seller on any distribution date on or prior to the [ ] 200[ ] distribution
date.                                                               

Amounts Available with respect to Principal Payments                            

The amount available for principal payments on the notes on any distribution    
date will be calculated on a loan group by loan group basis and will generally  
consist of the following amounts (subject to the amounts to be netted as        
described below):                                                               

o     scheduled payments of principal of the mortgage loans collected during the
applicable period or advanced by the servicer;                      

o     [prepayments collected in the applicable period];                         

o     the stated principal balance of any mortgage loans repurchased or         
purchased by a seller or the servicer, as applicable;               

o     the difference, if any, between the stated principal balance of a         
substitute mortgage loan and the related deleted mortgage loan;     

o     liquidation proceeds on the mortgage loans during the applicable period   
(to the extent allocable to principal);                             

o     [excess interest (to the extent available) to maintain the targeted       
   overcollateralization level for the related class of notes as described
   under "Description of the Notes -- Overcollateralization Provisions" in
this prospectus supplement; and]                                    

o     the amount (if any) remaining on deposit in the pre-funding account on the
distribution date following the end of the funding period.          

Fees and Expenses                                                               

The amounts available for payments on the notes on any distribution date        
generally will be net of the following amounts calculated on a loan group by    
loan group basis:                                                               

o     the servicing fee and additional servicing compensation (as described in  
     this prospectus supplement under "Description of the Notes -- Withdrawals
from the Collection Account" and                                    

S-12

S-3
115th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 115th
"--Withdrawals from the Distribution Account") due to the servicer; 

o     the fees due to the indenture trustee and the owner trustee;              

o     amounts reimbursed to the servicer and the indenture trustee in respect of
     advances previously made by them and other amounts for which the servicer
and servicer are entitled to be reimbursed;                         

o     [all prepayment charges (which are distributable only to the [Class PV and
Class PF] Notes); and]                                              

o     all other amounts for which the depositor, a seller or the servicer is    
entitled to be reimbursed.                                          

Any amounts net from the amount available for distribution to the noteholders   
will reduce the amount distributed to the noteholders.                          

Servicing Compensation                                                          

Servicing Fee:                                                                  

The servicer will be paid a monthly fee (referred to as the servicing fee) with 
respect to each mortgage loan that will range from [ ]% per annum to [ ]% per   
annum (referred to as the servicing fee rate).                                  

Additional Servicing Compensation:                                              

The servicer is also entitled to receive additional servicing compensation from 
amounts in respect of interest paid on certain principal prepayments, late      
payment fees, assumption fees and other similar charges [(excluding prepayment  
charges)] and investment income earned on amounts on deposit in the certain of  
the issuing entity's accounts.                                                  

Source and Priority of Payments:                                                

These amounts will be paid to the servicer from collections on the mortgage     
loans prior to any distributions on the notes.                                  

See "Servicing of the Mortgage Loans -- Servicing Compensation and Payment of   
Expenses," "Description of the Notes -- Withdrawals from the Collection Account"
and "-- Withdrawals from the Distribution Account" in this prospectus           
supplement.                                                                     

Priority of Payments; Distributions of Interest                                 

[Loan Group [1]]                                                                

In general, on any distribution date, loan group [1] [interest] funds will be   
distributed in the following order:                                             

o     concurrently to [(a) the [Class AF-5B] Insurer, the monthly premium for   
      the Class [AF-5B] policy, and (b)] each class of [Class AF] Notes, current
interest and interest carry forward amounts, pro rata based on their
respective entitlements;                                            

o     [to the [Class AF-5B] Insurer, any [Class AF-5B] reimbursement amounts;]  

o     sequentially, in order of their seniority, to each class of [fixed rate]  
subordinate notes, current interest for each class; and             

o     as part of the fixed rate loan group excess cashflow.                     

[Loan Group [2] and Loan Group [3]]                                             

In general, on any distribution date, loan group [2] and loan group [3]         
[interest] funds will be distributed in the following order:                    

o     from loan group [2] [interest] funds, concurrently to each class of [Class
      2-AV] Notes, current interest and interest carry forward amounts, pro rata
based on their respective entitlements;                             

o     from loan group [3] [interest] funds, concurrently, to each class of      
    [Class 3-AV] Notes, current interest and interest carry forward amounts,
pro rata based on their respective entitlements;                    

o     from remaining loan group [2] and loan group [3] [interest] funds, to each
    class of [Class AV] Notes, any remaining unpaid current interest and any
interest carry forward amount, allocated pro rata based on the note 
   principal balance of each class of [Class AV] Notes, with any remaining
amounts allocated based on any remaining unpaid current interest and
interest carry forward amount for each class of [Class AV] Notes;   

o     from any remaining loan group [2] and loan group [3] [interest] funds,    
   sequentially, in order of their seniority, to each class of [adjustable
rate subordinate notes], current interest for each class; and       

o     from any remaining loan group [2] and loan group [3] [interest] funds, as 
part of the adjustable rate loan group excess cashflow.             

Priority of Payments; Distributions of Principal                                

General                                                                         

S-13

S-3
116th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 116th
The manner of distributing principal among the classes of notes will differ, as 
described in this prospectus supplement, depending upon whether a distribution  
date occurs [before the stepdown date, or on or after that date, and depending  
on whether a trigger event is in effect].                                       

[Effect of the Stepdown Date if a Trigger Event is not in Effect]               

The "stepdown date" refers to the date on or after which the principal payment  
priorities change so that on any distribution date on or after the related      
stepdown date (and so long as no trigger event is in effect), instead of        
allocating all amounts distributable as principal on the notes to the related   
senior classes of notes for the loan group or loan groups until those senior    
classes are paid in full, a portion of those amounts distributable as principal 
will be allocated to the related subordinate notes.                             

The amount allocated to each class of notes on or after the stepdown date and so
long as no trigger event is in effect will be based on the targeted level of    
overcollateralization and subordination for each class of notes. These amounts  
are described in more detail under "Description of the Notes -- Distributions --
Distributions of Principal Distribution Amount for Loan Group [1]" and "--      
Distributions of Principal Distribution Amount for Loan Group [2] and Loan Group
[3]" in this prospectus supplement.                                             

[Trigger Events:]                                                               

A "trigger event" refers to certain triggers related to the loss and delinquency
performance of the mortgage loans. After the stepdown date, if certain trigger  
events are in effect, the priority of principal payments will revert to the     
payment priority prior to the stepdown date.                                    

Generally, prior to the stepdown date or if a trigger event is in effect, all   
amounts distributable as principal on a distribution date will be allocated     
first to the related senior classes of notes for the loan group or loan groups, 
until the senior classes of notes are paid in full, before any distributions of 
principal are made on the related subordinate notes.                            

[The Stepdown Date:]                                                            

The stepdown date for each class of notes will be:                              

o     the later of the [ ] 200[ ] distribution date; and                        

o     the date on which the targeted overcollateralization level related to loan
group [1] (in the case of the [Class AF] Notes and the [fixed rate  
    subordinate notes]) and the targeted overcollateralization level related
     to loan group [2] and loan group [3] (in the case of the [Class AV] Notes
and the [adjustable rate subordinate notes]) is reached.            

Note or Loan Group Specific Events that Effect Allocations of Principal         

[Class AF] Notes:                                                               

[As described below, the payment priority the [Class AF] Notes will change, if  
on any distribution date the aggregate note principal balance of the [Class AF] 
Notes exceed the stated principal balance of the group [1] mortgage loans and   
any remaining loan group [1] pre-funded amount. See "--Loan Group [1] - [Class  
AF Notes and [Class AF]-5B] Insurer" below.]                                    

[Class 2 AV] Notes:                                                             

[As described below, the payment priority of the [Class 2 AV] Notes will change,
if on any distribution date a group [2] sequential trigger event is in effect.  
See "--Loan Group [2] and Loan Group [3] - [Class 2-AV] Notes" below.]          

Class 3-AV Notes:                                                               

[As described below, the payment priority the [Class 3-AV] Notes will change, if
on any distribution date the aggregate note principal balance of the [Class AV] 
Notes exceeds the aggregate the stated principal balance of the group [2] and   
group [3] mortgage loans and any remaining loan group [2] and loan group [3]    
pre-funded amount, and the aggregate note principal balance of the [Class 3-AV] 
Notes exceeds the stated principal balance of the group [3] mortgage loans and  
any remaining loan group [3] pre-funded amount.]                                

See "--Loan Group [2] and Loan Group [3] - [Class 3-AV] Notes" below.           

Loan Group [1]                                                                  

In general, [on any distribution date prior to the fixed rate stepdown date or  
on which a fixed rate trigger event is in effect], the loan group [1] principal 
distribution amount will be distributed in the following order:                 

o     [to the [Class AF] Notes and to the [Class AF-5B] Insurer in the priority 
described below;]                                                   

S-14

S-3
117th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 117th
o     [sequentially, in order of their seniority, to each class of [fixed rate  
 subordinate notes], until the note principal balance of each class is
reduced to zero; and]                                               

o     [as part of the fixed rate loan group excess cashflow.]                   

In general, on any distribution date [on or after the fixed rate stepdown date  
and so long as no fixed rate trigger event is in effect], the loan group [1]    
principal distribution amount will be distributed in the following order:       

o     to the [Class AF] Notes, up to the [Class AF] principal distribution      
      amount, until the note principal balance of each class is reduced to zero,
in the priority described below;                                    

o     [to the [Class AF-5B] Insurer, any remaining premium payable with respect 
   to the [Class AF-5B] policy and any remaining reimbursement amount that
      has not been paid from loan group [1] interest funds for that distribution
date;]                                                              

o     sequentially, in order of their seniority, to each class of [fixed rate   
subordinate notes], the fixed rate subordinate class principal      
distribution amount for that class, until the note principal balance
thereof is reduced to zero; and                                     

o     [as part of the fixed rate loan group excess cashflow.]                   

[Class AF Notes and [Class AF-5B] Insurer:]                                     

Generally, for each distribution date prior to the fixed rate stepdown date or  
on which a fixed rate trigger event is in effect, amounts to be distributed to  
the [Class AF] Notes and the [Class AF-5B] Insurer will be distributed in the   
following order:                                                                

  [(i) to the [Class AF]-6 Notes, the NAS principal distribution amount,
until the note principal balance thereof is reduced to zero;]                   

     (ii) concurrently, to the [Class AF-1A] and [Class AF-1B] Notes, pro rata
based on their respective note principal balances, until the note principal     
balances thereof are reduced to zero;                                           

  (iii) sequentially, to the [Class AF-2], [Class AF-3] and [Class AF-4]
Notes, in each case until the note principal balance thereof is reduced to zero;

(iv) concurrently, to (x) the [Class AF-5A] Notes and (y) the [Class
AF-5B] Notes and the [Class AF-5B] Insurer, pro rata (based on, with respect to 
clause (x), the note principal balance of the [Class AF-5A] Notes, and with     
respect to clause (y), the note principal balance of the [Class AF-5B] Notes):  

  (a) to the [Class AF-5A] Notes, until the note principal balance
thereof is reduced to zero, and                               

(b) sequentially:                                             

        [(I) to the [Class AF-5B] Insurer, any remaining premium payable
            with respect to the [Class AF-5B] policy that has not been paid from
      loan group [1] interest funds for that distribution date, and]

         (II) to the [Class AF-5B] Notes, until the note principal balance
thereof is reduced to zero;                             

(v) [to the [Class AF-6] Notes without regard to the NAS principal  
distribution amount, until the note principal balance thereof is reduced to     
zero; and]                                                                      

(vi) [to the [Class AF-5B] Insurer, any remaining [Class AF-5B]     
reimbursement amount that has not been paid from loan group [1] interest funds  
for that distribution date.]                                                    

[However, if on any distribution date, the aggregate note principal balance of  
the [Class AF] Notes exceed the stated principal balance of the group [1]       
mortgage loans and any remaining loan group [1] pre-funded amount, the [Class   
AF] Notes will receive payments pro rata based on the note principal balances   
thereof, and prior to any payments to the [Class AF-5B] Insurer.]               

[Generally, the allocations among the [Class AF] Notes are the same following   
the fixed rate stepdown date or if a fixed rate trigger event is in effect as   
before the stepdown date or a trigger event (except that following the fixed    
rate stepdown date, provided no fixed rate trigger event is in effect, the      
[Class AF-5B] Insurer will receive distributions after the [Class AF] Notes).]  

[Class AF-6 Notes; NAS Principal Distribution Amount:]                          

The [Class AF-6] Notes are entitled to receive the NAS principal distribution   
amount prior to payments of principal of the other [Class AF] Notes. However,   
until the distribution date in [ ] 200[ ], the NAS principal distribution amount
is equal to zero and it is expected that the AF-6 Notes will not receive any    

S-15

S-3
118th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 118th
distributions of principal until the distribution date in [ ] 200[ ]. The NAS   
principal distribution amount is a specified percentage (that may exceed 100%)  
of the [Class AF-6] pro rata share of the principal distributable to the [Class 
AF] Notes. The specified percentage increases on the distribution date in [ ]   
200[ ], [ ] 200[ ] and [ ] 200[ ], when it ultimately reaches [ ]%. Until the [ 
] 200[ ] distribution date, it is expected that the [Class AF-6] Notes will     
receive a portion of principal payments that is smaller than its pro rata share 
of principal payments and on or after [ ] 200[ ] distribution date, the [Class  
AF]-6 Notes will receive an amount greater than its pro rata share of principal 
payments.                                                                       

Loan Group [2] and Loan Group [3]                                               

In general, on any distribution date [prior to the adjustable rate stepdown date
or on which an adjustable rate trigger event is in effect], the loan group [2]  
and loan group [3] principal distribution amounts will be distributed in the    
following order:                                                                

o     from the loan group [2] principal distribution amount, sequentially,      

         (a) to each class of [Class 2-AV] Notes in the priority described
       below, until the note principal balances thereof are reduced to
zero, and                                               

   (b) to each class of [Class 3-AV] Notes (after the payments
         described in clause (a) of the next bullet point) in the priority
      described below, until the note principal balances thereof are
reduced to zero,                                        

o     from the loan group [3] principal distribution amount, sequentially,      

         (a) to each class of [Class 3-AV] Notes in the priority described
       below, until the note principal balances thereof are reduced to
zero, and                                               

   (b) to each class of [Class 2-AV] Notes (after the payments
     described in clause (a) of the preceding bullet point) in the
           priority described below, until the note principal balances thereof
are reduced to zero;                                    

o     from any remaining loan group [2] and loan group [3] principal            
    distribution amounts, sequentially, in order of their seniority, to each
  class of [adjustable rate subordinate notes], until the note principal
balance of each class is reduced to zero; and                       

o     from any remaining loan group [2] and loan group [3] principal            
  distribution amounts, as part of the adjustable rate loan group excess
cashflow.                                                           

In general, on any distribution date on or after the adjustable rate stepdown   
date and so long as no adjustable rate trigger event is in effect, the loan     
group [2] and loan group [3] principal distribution amounts will be distributed 
in the following order:                                                         

o     [up to the [Class AV] principal distribution target amount, pro rata based
      on the related [Class AV] principal distribution allocation amount for the
      [Class 2-AV] Notes and the [Class 3-AV] Notes, respectively, concurrently,
  to (a) each class of [Class 2-AV] Notes, in an amount up to the [Class
     2-AV] principal distribution amount in the order and priorities set forth
     below, until the note principal balances thereof are reduced to zero, and
     (b) each class of [Class 3-AV] Notes, in an amount up to the [Class 3-AV]
      principal distribution amount in the order and priorities set forth below,
    until the note principal balances thereof are reduced to zero; and after
    the aggregate note principal balance of the [Class 2-AV] or [Class 3-AV]
     Notes has been reduced to zero, any remaining unpaid [Class AV] principal
      distribution target amount will be distributed to the remaining [Class AV]
Notes in the order and priorities set forth below for those notes;] 

o     sequentially, in order of their seniority, to each class of [adjustable   
rate subordinate notes], the adjustable subordinate class principal 
distribution amount for that class until the note principal balance 
thereof is reduced to zero; and                                     

o     as part of the adjustable rate loan group excess cashflow.                

[Class 2-AV Notes:]                                                             

Generally, for each distribution date, amounts to be distributed to the [Class  
2-AV] Notes will be distributed concurrently, to the [Class 2-AV-1] and [Class  
2-AV-2] Notes, pro rata, based on the note principal balances thereof, in each  
case until the note principal balances thereof are reduced to zero; but, if a   
group [2] sequential trigger event is in effect, principal will be distributed  
to the [Class 2-AV-1] and [Class 2-AV-2] Notes, sequentially, in that order, in 
each case until the note principal balance thereof is reduced to zero.          

S-16

S-3
119th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 119th
A group [2] sequential trigger event is, prior to the distribution date [ ] 200[
], a separate trigger based on the loss experience of the group [2] mortgage    
loans, and on or after the distribution date in [ ] 200[ ], an adjustable rate  
trigger event. The group [2] sequential trigger event is described in more      
detail under "Description of the Notes -- Distributions -- Distributions of     
Principal Distribution Amounts for Loan Group [2] and Loan Group [3]" in this   
prospectus.                                                                     

[Class 3-AV Notes:]                                                             

Generally, for each distribution date, amounts to be distributed to the [Class  
3-AV] Notes will be distributed sequentially, to the [Class 3-AV-1], [Class     
3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes, in that order, in each case   
until the note principal balance thereof is reduced to zero. However, if on any 
distribution date, the aggregate note principal balance of the [Class AV] Notes 
exceeds the aggregate stated principal balance of the group [2] and group [3]   
mortgage loans and any remaining loan group [2] and loan group [3] pre-funded   
amount, and the aggregate note principal balance of the [Class 3-AV] Notes      
exceeds the stated principal balance of the group [3] mortgage loans and any    
remaining loan group [3] pre-funded amount, the [Class 3-AV] Notes will receive 
payments of principal pro rata based on the note principal balances thereof.    

[Excess Cashflow]                                                               

Excess cashflow generally refers to the remaining amounts (if any) available for
distribution to the notes after interest and principal distributions have been  
made. [The [Class AF] and [fixed rate subordinate notes] may also be allocated  
certain excess amounts related to fixed rate credit comeback loans. Fixed rate  
credit comeback loans are loans that provide borrowers the potential of certain 
mortgage rate reductions for good payment history as described in more detail   
under "The Mortgage Pool -- General -- Additional Information Regarding the     
Fixed Rate Mortgage Loans" in this prospectus supplement.]                      

Generally, excess cashflow from loan group [1] will be allocated to the [Class  
AF] Notes and the [fixed rate] subordinate notes and excess cashflow from loan  
group [2] and loan group [3] will be allocated to the [Class AV] Notes and the  
[adjustable rate] subordinate notes, however, if there is excess cashflow       
remaining after certain distributions on the related classes of notes, a portion
of the excess cashflow may be allocated to an unrelated class of notes as       
described in this prospectus supplement under "Description of the Notes --      
Overcollateralization Provisions."                                              

Loan Group [1]                                                                  

In general, on any distribution date, the loan group [1] excess cashflow (if    
any) (referred to as fixed rate excess cashflow) will be distributed in the     
following order:                                                                

o     to each class of [Class AF] Notes and [fixed rate subordinate notes], in  
the same priority as described above with respect to payments of    
    principal, the amount necessary to meet the target overcollateralization
level with respect to loan group [1] (referred to as the fixed rate 
overcollateralization target amount);                               

o     to the [fixed rate subordinate notes] sequentially, in order of their     
 seniority, any interest carry forward amount and unpaid realized loss
amount for each class, in that order;                               

o     to each class of [Class AF] Notes and [fixed rate subordinate notes] (in  
    the case of the [Class AF-1A] Notes, after payments of amounts available
  (if any) under the related corridor contract), pro rata, to the extent
    needed to pay any unpaid net rate carryover for the [Class AF] Notes and
[fixed rate subordinate notes];                                     

o     if the target overcollateralization amount with respect to loan group [2] 
and loan group [3] (referred to as the adjustable rate              
 overcollateralization target amount) has been previously met, to each
     class of [Class AV] Notes and [adjustable rate subordinate notes], in the
   same priority as described above with respect to payments of principal,
  the amount necessary to meet the adjustable rate overcollateralization
target amount, to the extent not paid from adjustable rate excess   
cashflow;                                                           

o     to the [Class 2-AV-2] Notes and the [adjustable rate subordinate notes]   
      sequentially, in order of their seniority, any unpaid realized loss amount
for each class, to the extent not paid from adjustable rate excess  
cashflow;                                                           

o     to the carryover reserve fund, the required carryover reserve fund        
deposit; and                                                        

o     to the Owner Trust Certificate, as specified in the sale and servicing    
agreement.                                                          

S-17

S-3
120th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 120th
Loan Group [2] and Loan Group [3]                                               

In general, on any distribution date, the loan group [2] and loan group [3]     
excess cashflow (if any) (referred to as adjustable rate excess cashflow) will  
be distributed in the following order:                                          

o     to each class of [Class AV] Notes and [adjustable rate subordinate notes],
in the same priority as described above with respect to payments of 
principal, the amount necessary to meet the adjustable rate         
overcollateralization target amount;                                

o     to the [Class 2-AV-2] Notes and the [adjustable rate subordinate notes]   
 sequentially, in order of their seniority, any interest carry forward
 amount and unpaid realized loss amount for each class, in that order;

o     to each class of [Class AV] Notes and [adjustable rate subordinate notes] 
    (after payments of amounts available (if any) under the related corridor
contract), pro rata, to the extent needed to pay any unpaid net rate
carryover for the [Class AV] Notes and [adjustable rate subordinate 
notes];                                                             

o     if the fixed rate target overcollateralization amount has been previously 
      met, to each class of [Class AF] Notes and [fixed rate subordinate notes],
in the same priority as described above with respect to payments of 
principal, the amount necessary to meet the fixed rate              
      overcollateralization target amount to the extent not paid from fixed rate
excess cashflow;                                                    

o     to the [fixed rate subordinate notes] sequentially, in order of their     
   seniority, any unpaid realized loss amount for each class to the extent
not paid from fixed rate excess cashflow;                           

o     to the carryover reserve fund, the required carryover reserve fund        
deposit;                                                            

o     if a [Class 3-AV-1] acceleration event is in effect, to the [Class 3-AV-1]
Notes, the [Class 3-AV-1] acceleration amount; and                  

o     to the Owner Trust Certificate, as specified in the sale and servicing    
agreement.                                                          

[Class 3-AV-1 Target Amount:]                                                   

After the distribution date in [ ] 20[ ], if the note principal balance of the  
[Class 3-AV-1] Notes after all other distributions of principal exceeds a       
specified target amount (referred to as a [Class 3-AV-1] acceleration event),   
remaining adjustable rate excess cashflow in the priority shown above will be   
allocated to the [Class 3-AV-1] Notes to reduce the note principal balance of   
the [Class 3-AV-1] Notes to the targeted level.                                 

See "Description of the Notes -- Overcollateralization Provisions" in this      
prospectus supplement.                                                          

Credit Enhancement                                                              

Credit enhancements provide limited protection to holders of certain notes      
against shortfalls in payments received on the mortgage loans. This transaction 
employs the following forms of credit enhancement:                              

[Overcollateralization]                                                         

"Overcollateralization" refers to the amount by which the aggregate stated      
principal balance of the mortgage loans in a loan group or groups and any       
remaining related pre-funded amount, exceeds the aggregate note principal       
balance of the related classes of notes.                                        

On the closing date, it is expected that:                                       

o     the sum of the aggregate stated principal balance of the group [1]        
   mortgage loans and any amounts on deposit in the pre-funding account in
      respect of loan group [1] will exceed the initial aggregate note principal
     balance of the [Class AF] Notes and the [fixed rate subordinate notes] by
approximately $[ ]; and                                             

o     the sum of the aggregate stated principal balance of the group [2] and    
  group [3] mortgage loans and any amounts on deposit in the pre-funding
   account in respect of loan group [2] and loan group [3] will exceed the
    initial aggregate note principal balance of the [Class AV] Notes and the
[adjustable rate subordinate notes] by approximately $[ ].          

However, these amounts are less than the required initial levels of             
overcollateralization required by the sale and servicing agreement.             

The mortgage loans in each loan group are expected to generate more interest    
than is needed to pay interest on the related notes because the weighted average
interest rate of the mortgage loans is expected to be higher than the weighted  
average interest rate on the related notes, plus the weighted average expense   
fee rate, and in the case of loan group [1] and the [Class AF-5B] Notes, the    
[Class AF-5B] policy premium rate. The "expense fee rate"                       

S-18

S-3
121st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 121st
is the sum of the servicing fee rate and the indenture trustee fee rate. Any    
interest payments received in respect of the mortgage loans in a loan group in  
excess of the amount that is needed to pay interest on the related notes, the   
issuing entity's expenses, and in the case of loan group [1], the [Class AF-5B] 
policy premium, will be used to reduce the total note principal balance of the  
related notes, until the required level of overcollateralization has been       
achieved and to maintain the required levels, once they have been met.          

On any distribution date, the amount of overcollateralization (if any) for each 
loan group or loan groups will be available to absorb the losses from liquidated
mortgage loans that would otherwise be allocated to the related notes, if those 
losses are not otherwise covered by excess cashflow (if any) from the related   
mortgage loans. The required levels of overcollateralization may change over    
time.                                                                           

See "Description of the Notes--Overcollateralization Provisions" in this        
prospectus supplement.                                                          

Subordination                                                                   

The issuance of senior notes and subordinate notes by the issuing entity is     
designed to increase the likelihood that senior noteholders will receive regular
payments of interest and principal.                                             

The [Class AF] Notes will have a payment priority over the [fixed rate          
subordinate notes]. The [Class AV] Notes will have a payment priority over the  
[adjustable rate subordinate notes]. With respect to the [fixed rate subordinate
notes], the [Class MF] Notes with a lower numerical designation will have a     
payment priority over [Class MF] Notes with a higher numerical designation, and 
all the [Class MF] Notes will have a payment priority over the [Class BF] Notes.
With respect to the [adjustable rate subordinate notes], the [Class MV] Notes   
with a lower numerical designation will have a payment priority over [Class MV] 
Notes with a higher numerical designation and all the [Class MV] Notes will have
a payment priority over the [Class BV] Notes.                                   

Subordination is designed to provide the holders of notes having a higher       
payment priority with protection against losses realized when the remaining     
unpaid principal balance of a mortgage loan exceeds the proceeds recovered upon 
the liquidation of that mortgage loan. In general, this loss protection is      
accomplished by allocating realized losses among the subordinate notes related  
to the loan group or loan groups, beginning with the related subordinate notes  
with the lowest payment priority. In addition, if the note principal balances of
the [adjustable rate subordinate notes] are reduced to zero as a result of the  
allocation of realized losses, any additional realized losses on the group [2]  
mortgage loans will be allocated to the [Class 2-AV-2] Notes until the note     
principal balance of that class is reduced to zero.                             

Excess cashflow from a loan group will be available [to restore the             
overcollateralization for the other loan group or loan groups and,] to pay      
unpaid realized loss amounts to the subordinate notes related to the other loan 
group and, in the case of loan group [2], to pay unpaid realized loss amounts to
the [Class 2-AV-2] Notes, in each case, to the extent available and in the      
priority described in this prospectus supplement. However, realized losses on   
the mortgage loans in a loan group or loan groups will be allocated solely to   
the classes of subordinate notes related to that loan group and, in the case of 
loan group [2], to the [Class 2-AV-2] Notes.                                    

[The Corridor Contracts]                                                        

[        ] has purchased four interest rate corridor contracts:                 

o     the [Class AF-1A] corridor contract;                                      

o     the [Class 2-AV] corridor contract;                                       

o     the [Class 3-AV] corridor contract; and                                   

o     the [adjustable rate subordinate] corridor contract.                      

The amounts allocated to the issuing entity in respect of a corridor contract   
will be available to the applicable class(es) of notes, as described in this    
prospectus supplement to cover net rate carryover resulting from the application
of the applicable net rate cap to the related interest rate(s).                 

Any amounts received in respect of a corridor contract and allocated to the     
issuing entity for a distribution date that are not used on that date to cover  
net rate carryover on the related notes are expected to be distributed to [the  
holder of the Owner Trust Certificate] as provided in the sale and servicing    
agreement and will not be available thereafter for payment of net rate carryover
on any class of notes.                                                          

Although ongoing payment are not required under the corridor contracts, certain 
termination payments may be required as described in "Description of the Notes  
-- The Corridor Contracts" in this prospectus supplement.                       

S-19

S-3
122nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 122nd
[Class AF-5B Note Guaranty Insurance Policy]                                    

The [Class AF-5B] Notes have the benefit of a note guaranty insurance policy,   
called the [Class AF-5B] policy, pursuant to which [ ] will unconditionally and 
irrevocably guarantee certain payments on the [Class AF-5B] Notes on each       
distribution date subject to certain terms and conditions set forth in the      
[Class AF-5B] policy. The [Class AF-5B] policy will not cover any class of Notes
other than the [Class AF-5B] Notes.                                             

See "Description of the Notes -- The [Class AF-5B] Note Guaranty Insurance      
Policy" in this prospectus supplement.                                          

Allocation of Losses                                                            

[After the credit enhancement provided by excess cashflow and                   
overcollateralization (if any) have been exhausted,] collections otherwise      
payable to related subordinate classes will comprise the sole source of funds   
from which credit enhancement is provided to the related senior notes, [except  
for the [Class AF-5B] Notes which will also have the benefit of the [Class      
AF-5B] Policy]. Realized losses of a particular loan group or loan groups are   
allocated to the related subordinate notes, beginning with the related          
subordinate notes with the lowest payment priority, until the principal balance 
of that related subordinate class has been reduced to zero. [If the aggregate   
note principal balance of the [adjustable rate subordinate notes] has been      
reduced to zero, realized losses on the group [2] mortgage loans will be        
allocated to the [Class 2-AV-2] Notes until the note principal balance of that  
class is reduced to zero.] Losses will not be allocated to the senior notes     
[(other than the [Class 2-AV-2] Notes)], however, if the aggregate note         
principal balance of the subordinate classes [and the [Class 2-AV-2] Notes] were
to be reduced to zero, delinquencies and defaults on the mortgage loans in the  
related loan group or loan groups would reduce the amount of funds available for
monthly distributions to the holders of the related remaining senior notes.     

Advances                                                                        

The servicer will make cash advances with respect to delinquent payments of     
principal and interest on the mortgage loans to the extent that the servicer    
reasonably believes that the cash advances can be repaid from future payments on
the related mortgage loans. These cash advances are only intended to maintain a 
regular flow of scheduled interest and principal payments on the notes and are  
not intended to guarantee or insure against losses.                             

See "Servicing of the Mortgage Loans -- Advances" in this prospectus supplement.

Repurchase and Substitution of Mortgage Loans                                   

The sellers may be required to repurchase, or substitute, a replacement mortgage
loan for any mortgage loan as to which there exists deficient documentation or  
as to which there has been an uncured breach of any representation or warranty  
relating to the characteristics of the mortgage loans that materially and       
adversely affects the interests of the noteholders in that mortgage loan.       

The purchase price for any mortgage loans repurchased by a seller will be       
generally equal to the stated principal balance of the mortgage loan plus       
interest accrued at the applicable mortgage rate.                               

See "The Mortgage Pool -- Assignment of the Mortgage Loans" and "Description of 
the Notes -- Optional Purchase of Defaulted Loans" in this prospectus supplement
and "Loan Program -- Representations by Sellers; Repurchases" in the prospectus.

Optional Termination                                                            

The [servicer] may purchase all of the remaining assets of the issuing entity on
any distribution date on or after the first distribution date on which the      
aggregate stated principal balance of the mortgage loans and any foreclosed real
estate owned by the issuing entity declines to or below [ ]% of the sum of the  
aggregate stated principal balance of the [initial mortgage loans as of the     
initial cut-off date and the amount, if any, deposited into the pre-funding     
account on the closing date]. If the servicer exercises the optional termination
right it will result in the early retirement of the notes.                      

See "Description of the Notes -- Optional Termination" in this prospectus       
supplement.                                                                     

Material Federal Income Tax Consequences                                        

Subject to the qualifications described under "Material Federal Income Tax      
Consequences" in this prospectus supplement, Sidley Austin LLP, special tax     
counsel to the depositor, is of the opinion that, under existing law, a note    
will be treated as a debt instrument for federal income tax purposes.           
Furthermore, special tax counsel to the depositor is of the opinion that neither
the issuing entity nor any portion of the issuing entity will be treated as a   
corporation, a publicly traded partnership taxable as a corporation, or a       
taxable mortgage pool for federal income tax purposes.                          

S-20

S-3
123rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 123rd
See "Material Federal Income Tax Consequences" in this prospectus supplement and
in the prospectus.                                                              

Legal Investment Considerations                                                 

The [Class AF] and [Class AV] Notes and the [Class MF-1], [Class MF-2], [Class  
MF-3], [Class MV-1], [Class MV-2] and [Class MV-3] Notes will be "mortgage      
related securities" for purposes of the Secondary Mortgage Market Enhancement   
Act of 1984. None of the other classes of offered notes will be "mortgage       
related securities" for purposes of the Secondary Mortgage Market Enhancement   
Act of 1984.                                                                    

See "Legal Investment" in the prospectus.                                       

ERISA Considerations                                                            

The [offered notes] may be purchased by a pension or other benefit plan subject 
to the Employee Retirement Income Security Act of 1974, as amended, or Section  
4975 of the Internal Revenue Code of 1986, as amended, or by an entity investing
the assets of a benefit plan, so long as certain conditions are met.            

A fiduciary of an employee benefit or other plan or an individual retirement    
account must determine that the purchase of an [offered note] is consistent with
its fiduciary duties under applicable law and does not result in a non-exempt   
prohibited transaction under applicable law. Any person who acquires an [offered
note] on behalf of or with plan assets of an employee benefit or other plan     
subject to ERISA or Section 4975 of the Code will be deemed to make certain     
representations.                                                                

See "ERISA Considerations" in this prospectus supplement and in the prospectus. 

S-21

S-3
124th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 124th
                                                        [Enlarge/Download Table]

                                 SUMMARY OF TRANSACTION PARTIES                                                 

                                                                                                                
                                  ------------------------------                                                
                                 |                              |                                               
                                 |       Sponsor and Seller     |                                               
                                 |       ------------------     |                                               
                                 |     [IndyMac Bank, F.S.B.]   |                                               
                                 |                              |                                               
                                 |                              |                                               
                                 |                              |                                               
                                  ------------------------------                                                
                                                | Mortgage Loans                                                
                                                |                                                               
                                                |                                                               
                                                |                                                               
                                                |                                                               
                                                |                                                               
                                                |                                                               
                                                |                                                               
                                                |                                 ----------------------------- 
                                                |                                |                             |
                                                |                                |     [Corridor Contract      |
                                                |                                |     ------------------      |
                                                |                                |         Counterparty]       |
                                                |                               /|         -------------       |
                                                |                              / |         [          ]        |
                                               \ /                            /  |                             |
                                      --------------------                   /   |                             |
                                     |                    |                 /     ----------------------------- 
                                     |     Depositor      |                /                                    
                                     |     ---------      |               /                                     
                                     |  IndyMac MBS, Inc. |              /                                      
                                     |                    |             /    Corridor Contract                  
                                     |                    |            /       Payments                         
                                      --------------------            /                                         
                                                |                    /                                          
                                                |                   /                                           
                                                |  Mortgage Loans  /                                            
                                                |                 /                                             
                                                |                /                                              
                                                |               /                                               
                                                |              /                                                
                                                |             /                                                 
                                                |            /                                                  
                                                |           /                                                   
                                                |          /                                                    
                                                |         /                                                     
                                               \ /      \ /   Insurance                                         
                                        ------------------    Payments for            ------------------------  
 ------------------------              |                  |   [Class AF-5B]          |                        | 
|                        |             |  Issuing Entity  |   Notes                  |  [Class AF-5B Insurer] | 
|       Servicer         |  Mortgage   |  --------------  |                          |  --------------------- | 
|       --------         |  Loan       |  [            ]  |/_________________________|    [                ]  | 
| [IndyMac Bank, F.S.B.] |  Servicing  |                  |\                         |                        | 
|                        |-------------|  Owner Trustee   |                          |                        | 
|                        |             |  -------------   |_________________________\|                        | 
|                        |             |  [            ]  |                         /|                        | 
|                        |             |                  |                           ------------------------  
 ------------------------               ------------------     Premium                                          
                                                |              Payments                                         
                                                |                                                               
                                                |                                                               
                                                | Mortgage Files                                                
                                                |                                                               
                                                |                                                               
                                                |                                                               
                                               \ /                                                              
                                       ---------------------                                                    
                                      |                     |                                                   
                                      |  Indenture Trustee  |                                                   
                                      |  -----------------  |                                                   
                                      |   [             ]   |                                                   
                                      |                     |                                                   
                                      |                     |                                                   
                                       ---------------------                                                    

S-22

S-3
125th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 125th
RISK FACTORS

The following information, which you should carefully consider, identifies      
certain significant sources of risk associated with an investment in the notes. 
You should also carefully consider the information set forth under "Risk        
Factors" in the prospectus.                                                     

Subordinate Notes and                                                           
[Class 2-AV-1] Notes have A                                                     
Greater Risk of Loss                                                            
because of Subordination                                                        
Features; Credit                                                                
Enhancement May Not Be                                                          
Sufficient to Protect                                                           
from Losses...........                                                          
                             When certain classes of notes provide credit Senior
                           Notes enhancement for other classes of notes this
                          is sometimes referred to as "subordination." The
                          subordination feature is intended to enhance the
                         likelihood that senior noteholders will receive
                         regular payments of interest and principal. For
                          purposes of this prospectus supplement, "related
     subordinate classes" means:

                      o  with respect to the [Class AF] Notes, the
               [fixed rate subordinate notes],

                      o  with respect to the [Class AV] Notes, the
                    [adjustable rate subordinate notes],

                         o  with respect to the [Class 2-AV-1] Notes and
                             the allocation of realized losses, the [Class
2-AV-2] Notes,  

                          o  with respect to each class of Notes having an
                           ["MF"] designation, (i) each other class of
                               Notes having an ["MF"] designation and a higher
                             numerical designation than the class, if any,
                  and (ii) the Class [BF] Notes, and

                          o  with respect to each class of Notes having an
                           ["MV"] designation, (i) each other class of
                               Notes having an ["MV"] designation and a higher
                             numerical designation than the class, if any,
              and (ii) the [Class BV] Notes.

                         Credit enhancement in the form of subordination
             will be provided for the notes, by:

                         o  the right of the holders of the senior notes
                             to receive certain distributions prior to the
            related subordinate classes;

                     o  the allocation of realized losses on the
                                mortgage loans in a loan group or loan groups to
                               the related subordinate classes, beginning with
                              the [Class BF] (in the case of loan group [1])
                               and [Class BV] Notes (in the case of loan group
           [2] or loan group [3]); and

                  o  if the note principal balances of the
                               [adjustable rate subordinate notes] are reduced
                        to zero as a result of the allocation of
                      realized losses, the allocation of any
                           additional realized losses on the group [2]
                           mortgage loans to the [Class 2-AV-2] Notes.

                         This type of credit enhancement is provided by:

                         o  using collections on the mortgage loans in a
                              loan group otherwise payable to the holders of
                              the related subordinate classes to pay amounts

S-23

S-3
126th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 126th
                           due on the more senior related classes; and

                            o  allocating realized losses of a particular loan
                               group or loan groups to the related subordinate
                             notes, beginning with the related subordinate
                             notes with the lowest payment priority, until
                     the principal balance of that related
                           subordinate class has been reduced to zero.

                       [This means that after the credit enhancement
         provided by excess cashflow and
                             overcollateralization (if any) have been exhausted,

                     o  collections otherwise payable to related
                          subordinate classes will comprise the sole
                                source of funds from which credit enhancement is
                                provided to the related senior notes, except for
                                the [Class AF-5B] Notes which will also have the
                        benefit of the [Class AF-5B] Policy; and

                       o  realized losses on the mortgage loans of a
                              particular loan group will be allocated to the
                              most junior class of related subordinate notes
                                outstanding, until the respective note principal
                              balance of that class of subordinate notes has
      been reduced to zero.]

                         [If the aggregate note principal balance of the
                      [adjustable rate subordinate notes] has been
                           reduced to zero, realized losses on the group [2]
                        mortgage loans will be allocated to the [Class
                           2-AV-2] Notes until the note principal balance of
                          that class is reduced to zero.] If the aggregate
                           note principal balance of the subordinate classes
                            and the [Class 2-AV-2] Notes were to be reduced to
                          zero, delinquencies and defaults on the mortgage
                        loans in the related loan group or loan groups
                        would reduce the amount of funds available for
                             monthly distributions to the holders of the related
senior notes.         

                    Additionally, investors in the [fixed rate
                            subordinate notes] should note that amounts due to
                    the [Class AF-5B] Insurer for premiums and
                            reimbursements for prior draws, including interest
                           thereon, will be paid from interest and principal
                       on the fixed rate mortgage loans prior to any
              payments on those subordinate notes.

                             You should fully consider the risks of investing in
                          a subordinate note and the [Class 2-AV-2] Notes,
                           including the risk that you may not fully recover
                         your initial investment as a result of realized
                             losses. In addition, investors in a class of senior
                           notes [(other than the [Class AF-5B] Notes, which
                        have the benefit of the [Class AF-5B] Policy)]
                          should consider the risk that, [after the credit
                             enhancement provided by related excess cashflow and
                  overcollateralization (if any) have been
                      exhausted,] the subordination of the related
                           classes of subordinated notes (and in the case of
                             the [Class 2-AV-1] Notes, the [Class 2-AV-2] Notes)
                        may not be sufficient to protect that class of
   senior notes from losses.

                           See "Description of the Notes" in this prospectus
supplement.           

[Overcollateralization and                                                      
Excess Interest May Not Be                                                      
Sufficient to Protect Notes                                                     
from Losses on the Mortgage                                                     
Loans] ...................   [The amount by which the sum of the aggregate      
                             stated principal balance of the mortgage loans in a
                             loan group or loan groups and the amount on deposit
                      in the pre-funding account in respect of the
                       related loan group exceeds the aggregate note
                           principal balance of the related classes of notes

S-24

S-3
127th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 127th
                         is called "overcollateralization." The mortgage
                           loans in a loan group or loan groups are expected
                         to generate more interest than is needed to pay
                            interest on the related notes because the weighted
                        average interest rate on the mortgage loans is
                         expected to be higher than the weighted average
                           interest rate on these notes plus the expense fee
                           rate, and in the case of the [Class AF-5B] Notes,
                             the [Class AF-5B] policy premium rate. This "excess
                       interest" from the related loan group or loan
                          groups will be used to make additional principal
                     payments on the related notes to the extent
                  described in this prospectus supplement.
                      Overcollateralization is intended to provide
                            limited protection to noteholders by absorbing the
                         notes' share of losses from liquidated mortgage
                         loans in the related loan group or loan groups.
                          However, we cannot assure you that enough excess
                             interest will be generated on the mortgage loans to
                   create or maintain the required levels of
overcollateralization.

                           The excess interest available on any distribution
                       date will be affected by the actual amount of
                      interest received, collected or recovered in
                            respect of the mortgage loans during the preceding
                           month. The amount of interest received, collected
                           or recovered will be influenced by changes in the
                          weighted average of the mortgage rates resulting
                           from prepayments and liquidations of the mortgage
                           loans as well as from adjustments of the mortgage
                          rates on adjustable rate mortgage loans. Because
                          the amount of excess interest available may vary
               and because the interest rates on the
                       adjustable-rate notes may increase, it may be
                    necessary to apply all or a portion of the
                  available interest to cover the interest
                     requirements. As a result, available excess
                 interest may be reduced. Furthermore, a
                             disproportionately high rate of prepayments of high
                            interest rate mortgage loans would have a negative
           effect on future excess interest.

                             If the protection afforded by overcollateralization
                       is insufficient and in the case of the [Class
                         AF-5B] Notes, the [Class AF-5B] Insurer were to
                          fail to perform its obligations under the [Class
                            AF-5B] Policy, then the holders of the notes could
                 experience a loss on their investment.]

Difference Between Mortgage                                                     
Rates and Adjustable Note                                                       
Pass-Through May Reduce                                                         
Excess Interest...........   The interest rates on the [adjustable rate notes]  
                       may adjust monthly and are generally based on
                       [one-month LIBOR].  The mortgage rates on the
                    mortgage loans either are [fixed or adjust
                          semi-annually based on six-month LIBOR, which is
                            referred to as a mortgage index, but in most cases
                         only after a period of two or three years after
                       origination].  Because the mortgage index may
                        respond to various economic and market factors
                           different than those affecting [one-month LIBOR],
                            there is not necessarily a correlation in movement
                            between the interest rates on those mortgage loans
                        and the interest rates of the [adjustable rate
                      notes]. For example, it is possible that the
                          interest rates on certain of the adjustable rate
                       mortgage loans may decline while the interest
                            rates on the [adjustable rate notes] are stable or
                           rising. In addition, although it is possible that
                         both the mortgage rates and note interest rates
                         may decline or increase during the same period,
                            mortgage rates may decline or increase more slowly
                     than the note interest rates because of the
                     difference between interest rate adjustment
                           periods and interest rate adjustment periods.  An
                          increase in the interest rates on certain of the
                           adjustable rate mortgage loans while the interest
                            rates on the [adjustable rate notes] are stable or
              rising, could result in less amounts

S-25

S-3
128th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 128th
             being available as excess interest.

Net Rate Cap Puts a Limit                                                       
on the Interest Rate of the                                                     
Notes ....................   The absence of a correlation between movement in   
                            the mortgage rates and the note interest rates may
                    reduce the interest payable on the related
                          interest-bearing notes because of the imposition
                            of an interest rate cap called the "net rate cap."
                         In addition, prepayments of mortgage loans in a
                          loan group or loan groups with relatively higher
                           mortgage rates may reduce the applicable net rate
                           cap and consequently reduce the interest rate for
                           one or more related classes of offered notes. [We
                        intend that the amount by which a noteholder's
                           interest payment has been reduced by operation of
                            the applicable net rate cap be paid from remaining
                       excess cashflow (if any) as described in this
                         prospectus supplement.]  [In addition, prior to
                            the applicable corridor contract termination date,
                          the [Class AF-1A] Notes, the [Class 2-AV] Notes,
                          the [Class 3-AV] Notes, and the [adjustable rate
                     subordinate notes] will also be entitled to
                         receive the amount of the reduction in interest
                            resulting from the operation of the applicable net
                          rate cap from payments (if any) allocated to the
                     issuing entity in respect of the applicable
                          interest rate corridor contract, as described in
                          this prospectus supplement.]  However, we cannot
                    assure you that any of these funds will be
                        available, or sufficient, to make any payments
                       with respect to these reductions.  The [Class
                   AF-5B] Policy will not cover any of these
                          shortfalls allocated to the [Class AF-5B] Notes.

                             [Payments from the corridor contracts are dependent
                     solely upon the performance of the corridor
                        contract counterparty. Thus, payments of these
                        amounts involve counterparty risk. The ratings
                             assigned to the [adjustable rate notes] do not take
                     into account any payments received from the
                      corridor contract or the payment of net rate
carryover.]           

[Limitations on the [Class                                                      
AF-5B] Policy Will Limit                                                        
the Amount Paid to [Class                                                       
AF-5B] Notes].............   [On each distribution date, investors are entitled 
                       to the current interest at the interest rate,
                         without reduction for shortfalls resulting from
                            prepayments or the Relief Act or similar state and
                            local laws. However, the [Class AF-5B] Policy will
                       only cover the current interest on the [Class
                         AF-5B] Notes as reduced by these shortfalls. In
                            addition, no distributions in respect of principal
                            of the [Class AF-5B] Notes is due under the [Class
                       AF-5B] Policy until the maturity date for the
                        [Class AF-5B] Notes, even if the [Class AF-5B]
        Notes are undercollateralized.

                           Investors in the [Class AF] Notes (other than the
                       [Class AF-5B] Notes) and the [adjustable rate
                             subordinate notes] should note that amounts due the
                [Class AF-5B] Insurer for premiums and
                             reimbursements for prior draws on the [Class AF-5B]
                          Policy (including interest thereon) will be paid
                           from interest and principal on the mortgage loans
                           even though those investors will not benefit from
    the [Class AF-5B] Policy.]

Prepayments on the Mortgage                                                     
Loans Are Unpredictable and                                                     
Could Adversely Affect Your                                                     
Yield and Reinvestment ...   No one can accurately predict the level of         
                  prepayments that the mortgage loans will
                      experience. The prepayment experience of the
                         mortgage loans may be affected by many factors,
including:            

S-26

S-3
129th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 129th
            o     general economic conditions,

                       o     the level of prevailing interest rates,

                          o     the availability of alternative financing,

                            o     the applicability of prepayment charges, and

   o     homeowner mobility.

                             Any mortgage loan may be prepaid in full or in part
                            at any time; however, approximately [ ]%, [ ]% and
                       [ ]% of the mortgage loans in the statistical
                             calculation pool in respect of loan group [1], loan
                             group [2] and loan group [3], respectively, in each
                            case by principal balance of the mortgage loans in
                            the statistical calculation pool in respect of the
                        related loan group provide, and any subsequent
                            mortgage loans may provide, for the payment by the
                    borrower of a prepayment charge on certain
                            prepayments during the period of time specified in
                 the related mortgage note. In addition,
                         substantially all of the mortgage loans contain
                             due-on-sale provisions, and the servicer intends to
                         enforce those provisions unless doing so is not
                           permitted by applicable law or the servicer, in a
                      manner consistent with reasonable commercial
                          practice, permits the purchaser of the mortgaged
                             property in question to assume the related mortgage
loan.                 

                            See "The Mortgage Pool" and "Yield, Prepayment and
                     Maturity Considerations" in this prospectus
                            supplement and "Certain Legal Aspects of the Loans
                         -- Due-on-Sale Clauses" in the prospectus for a
                           description of certain provisions of the mortgage
                            loans that may affect their prepayment experience.

                         The weighted average lives of the offered notes
                     will be sensitive to the rate and timing of
                           principal payments (including prepayments) on the
                          mortgage loans in the related loan group or loan
                             groups, which may fluctuate significantly from time
                         to time, and will be affected by any prepayment
                             resulting from the distribution of amounts (if any)
                             on deposit in the pre-funding account after the end
of the funding period.

You should note that: 

                       o  generally, if you purchase your notes at a
                                discount and principal is repaid on the mortgage
                              loans in the related loan group or loan groups
                               slower than you anticipate, then your yield may
             be lower than you anticipate,

                             o  for the [adjustable rate notes], your yield will
     also be sensitive to:

                 (1) the level of one-month LIBOR,

                            (2) the timing of adjustment of the interest
                              rate on your note as it relates to the
                                 interest rates on the applicable mortgage
                                loans and, in the case of the adjustable
                             rate mortgage loans, the level of the
                                mortgage index, the timing of adjustment
                               of the interest rates on those mortgage
                               loans, and periodic and lifetime limits
                 on those adjustments, and

                             (3) other limitations on the interest rate of
              the notes as described

S-27

S-3
130th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 130th
                                  further in this prospectus supplement, and

                      o  you bear the reinvestment risks resulting
                         from a faster or slower rate of principal
         payments than you expect.

                             See "Yield, Prepayment and Maturity Considerations"
        in this prospectus supplement.

Your Yield Will Be Affected                                                     
by the Interest-Only                                                            
Feature of Some of the                                                          
Mortgage Loans ...........   Approximately [ ]%, [ ]% and [ ]% of the mortgage  
                      loans in the statistical calculation pool in
                            respect of loan group [1], loan group [2] and loan
                            group [3], respectively, in each case by principal
                          balance of the mortgage loans in the statistical
                         calculation pool in respect of the related loan
                          group require, and any subsequent mortgage loans
                       may require, monthly payments of only accrued
                        interest for the first [2, 3 or 5] years after
                           origination. During the interest only period, the
                          borrower is not required to pay any principal on
                            the borrower's loan, and therefore, less principal
                           will be available for distribution to noteholders
                      than would be the case if the mortgage loans
                       amortized as of their first payment dates. In
                            addition, assuming that borrowers of interest only
                         mortgage loans make only their required monthly
                           payments, at the end of the interest only period,
                       interest only mortgage loans will have larger
                            outstanding principal balances than mortgage loans
                            with the same mortgage rate and original principal
                         balance that amortize as of their first payment
                             date. Accordingly, interest only mortgage loans may
                          have a higher risk of default after the interest
                          only period due to the increased monthly payment
                            necessary to amortize fully the mortgage loan over
         its remaining term to maturity.

                            Investors should consider the fact that during its
                         interest only period, the monthly payment on an
                            interest only loan with the same mortgage rate and
                          monthly payment as a mortgage loan that is fully
                       amortizing as of its first payment date would
                             support a higher principal balance than that of the
                             fully amortizing mortgage loan. Accordingly, during
                          the interest only period, interest only mortgage
                      loans may be less likely to prepay since the
                         perceived benefits from refinancing may be less
                           than if the mortgage loans were fully amortizing.
                         As the interest only period approaches its end,
                             however, these mortgage loans may be more likely to
                        be refinanced in order to avoid higher monthly
                           payments necessary to amortize fully the mortgage
loans.                

                         Interest only mortgage loans also may involve a
                       greater degree of risk because if the related
                      mortgagor defaults its outstanding principal
                       balance will be higher than for an amortizing
mortgage loan.        

Geographic Concentration of                                                     
Mortgaged Properties in                                                         
Certain States Increases                                                        
the Impact that Events in                                                       
Those States Could Have On                                                      
The Notes ................   The tables in Annex A related to the state         
                          distribution of the mortgaged properties for the
                             various groups of mortgage loans in the statistical
                   calculation pool set forth the geographic
                    concentration of the mortgaged properties,
                          including the percentage by principal balance of
                           the mortgage loans in the statistical calculation
                      pool in each loan group, that are secured by
                          mortgaged properties that are located in [states
                      with concentrations above 10%]. [Property in
                           California is more susceptible than homes located

S-28

S-3
131st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 131st
                           in other parts of the country to certain types of
                           uninsurable hazards, such as earthquakes, floods,
                             mudslides and other natural disasters, and property
                        in Florida and the southeastern portion of the
                           United States is also more susceptible than homes
                          located in other parts of the country to certain
                           types of uninsurable hazards, such as hurricanes,
                           floods and other natural disasters.] In addition:

               o  economic conditions in states with
                                significant concentrations (which may or may not
                           affect real property values) may affect the
                          ability of borrowers to repay their loans,

                            o  declines in the residential real estate markets
                             in states with significant concentrations may
                                reduce the values of properties located in those
                                states, which would result in an increase in the
         loan-to-value ratios, and

                o  any increase in the market value of
                             properties located in states with significant
                             concentrations would reduce the loan-to-value
                             ratios and could, therefore, make alternative
                               sources of financing available to the borrowers
                              at lower interest rates, which could result in
                               an increased rate of prepayment of the mortgage
loans.          
Inability to Replace                                                            
Servicer Could Affect                                                           
Collections and Recoveries                                                      
on the Mortgage Loans.....   The structure of the servicing fee might affect    
                     the ability to find a replacement servicer.
                       Although the indenture trustee is required to
                            replace the servicer if the servicer is terminated
                           or resigns, if the indenture trustee is unwilling
                             (including for example because the servicing fee is
                         insufficient) or unable (including for example,
                         because the indenture trustee does not have the
                       systems to service mortgage loans), it may be
                      necessary to appoint a replacement servicer.
                      Because the servicing fee is structured as a
                            percentage of the stated principal balance of each
                           mortgage loan, it may be difficult to replace the
                             servicer at a time when the balance of the mortgage
                          loans has been significantly reduced because the
                    fee may be insufficient to cover the costs
                          associated with servicing the mortgage loans and
                           related REO properties remaining in the pool. The
                             performance of the mortgage loans may be negatively
                         impacted, beyond the expected transition period
                       during a servicing transfer, if a replacement
                             servicer is not retained within a reasonable amount
of time.              

Your Rights May Be Affected                                                     
by the Issuance of [Three]                                                      
Groups of Notes From a                                                          
Single Issuing Entity.....   The ability to declare an event of servicing       
                        termination or to amend the sale and servicing
                           agreement or the indenture rests with the holders
                     of specified percentages of the notes.  [In
                           addition, under certain circumstances, the [Class
                       AF-5B] Insurer will have these rights as they
                           relate to the [Class AF-5B] Notes.]  As a result,
                      you may have less ability to control certain
                           actions of the issuing entity than you would have
                      had if only a single class of notes had been
       issued by the issuing entity.
You May Receive A                                                               
Prepayment Because                                                              
Subsequent Mortgage Loans                                                       
Are Not Acquired..........   If the depositor elects to deposit the pre-funded  
                          amount in the pre-funding account on the closing
                            date, the ability of the issuing entity to acquire
                      subsequent mortgage loans will depend on the
                       ability of the seller to originate or acquire
                            mortgage loans during the funding period that meet
                          the eligibility criteria for subsequent mortgage
    loans as described in this

S-29

S-3
132nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 132nd
                             prospectus supplement. The ability of the seller to
                            originate or acquire loans for subsequent transfer
                           will be affected by a number of factors including
                           prevailing interest rates, employment levels, the
                   rate of inflation and economic conditions
generally.            

                  If the full amount of any deposit to the
                          pre-funding account cannot be used by the end of
                           the funding period to acquire subsequent mortgage
                       loans, the amount remaining on deposit in the
                        pre-funding account will be distributed to the
                             holders of the related senior notes as a prepayment
                           of principal on the distribution date immediately
                            following the end of the funding period. We cannot
                      assure you of the magnitude of any amount on
                          deposit in the pre-funding account at the end of
the funding period.   

Some statements contained in or incorporated by reference in this prospectus    
supplement and the accompanying prospectus consist of forward-looking statements
relating to future economic performance or projections and other financial      
items. These statements can be identified by the use of forward-looking words   
such as "may," "will," "should," "expects," "believes," "anticipates,"          
"estimates," or other comparable words. Forward-looking statements are subject  
to a variety of risks and uncertainties that could cause actual results to      
differ from the projected result. Those risks and uncertainties include, among  
others, general economic and business conditions, regulatory initiatives and    
compliance with governmental regulations, customer preferences and various other
matters, many of which are beyond our control. Because we cannot predict the    
future, what actually happens may be very different from what we predict in our 
forward-looking statements.                                                     

S-30

S-3
133rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 133rd
 THE MORTGAGE POOL

General                                                                         

    Set forth below and in Annex A hereto is certain statistical information
based on scheduled principal balances as of [ ] 200[ ], concerning a pool of    
mortgage loans to be included in the issuing entity. The depositor, IndyMac MBS,
Inc. will purchase the mortgage loans in the mortgage pool from the sponsor,    
IndyMac Bank, F.S.B. ("IndyMac Bank"), pursuant to a sale and servicing         
agreement dated as of the cut-off date among [IndyMac Bank], as seller and      
servicer, the depositor, [Deutsche Bank National Trust Company], as indenture   
trustee and [ ], as owner trustee, and will cause the mortgage loans to be      
assigned to the indenture trustee for the benefit of holders of the notes (such 
mortgage loans, the "Mortgage Loans").                                          

Under the sale and servicing agreement, the seller will make        
representations, warranties and covenants to the depositor relating to, among   
other things, the due execution and enforceability of the sale and servicing    
agreement and certain characteristics of the Mortgage Loans and, subject to the 
limitations described below in this prospectus supplement under "--Assignment of
Mortgage Loans" and "--Representations by Seller; Repurchases, etc." the seller 
will be obligated to repurchase or substitute a similar mortgage loan for any   
Mortgage Loan as to which there exists deficient documentation that materially  
and adversely affects the interests of the noteholders in the related Mortgage  
Loan or as to which there has been an uncured breach of any representation or   
warranty relating to the characteristics of the Mortgage Loans that materially  
and adversely affects the interests of the noteholders in that Mortgage Loan.   
The seller will represent and warrant to the depositor in the sale and servicing
agreement that the Mortgage Loans were selected from among the outstanding one- 
to four-family mortgage loans in the seller's portfolio as to which the         
representations and warranties set forth in the sale and servicing agreement can
be made and that the selection was not made in a manner intended to affect the  
interests of the noteholders adversely. See ["Mortgage Loan                     
Program--Representations by Seller; Repurchases, etc."] in the prospectus. Under
the sale and servicing agreement, the depositor will assign all its right, title
and interest in and to those representations, warranties and covenants          
(including the seller's repurchase obligation) to the indenture trustee for the 
benefit of the noteholders. The depositor will make no representations or       
warranties with respect to the Mortgage Loans and will have no obligation to    
repurchase or substitute Mortgage Loans with deficient documentation or that are
otherwise defective. IndyMac Bank is selling the Mortgage Loans without recourse
and will have no obligation with respect to the notes in its capacity as seller 
other than the repurchase or substitution obligations described above. The      
obligations of IndyMac Bank, as servicer, with respect to the notes are limited 
to the servicer's contractual servicing obligations under the sale and servicing
agreement.                                                                      

      The depositor believes that the cut-off date information set forth in this
prospectus supplement regarding the Mortgage Loans is representative of the     
characteristics of the Mortgage Loans to be delivered on the closing date.      
Certain Mortgage Loans, however, may prepay or may be determined not to meet the
eligibility requirements for inclusion in the final pool. A limited number of   
Mortgage Loans may be added to or substituted for the Mortgage Loans described  
in this prospectus supplement, although any addition or substitution will not   
result in a material difference in the pool of Mortgage Loans. As a result, the 
cut-off date information regarding the Mortgage Loans actually delivered on the 
closing date may vary from the cut-off date information regarding the Mortgage  
Loans presented in this prospectus supplement.                                  

     The mortgage pool consists of approximately [ ] Mortgage Loans. As of the
cut-off date, the aggregate Stated Principal Balance of the Mortgage Loans was  
approximately $         , which is referred to as the "cut-off date pool        
principal balance."                                                             

  All of the Mortgage Loans to be included in the issuing entity will be
evidenced by promissory notes (the "Mortgage Notes"). The Mortgage Notes will be
secured by first lien deeds of trust, security deeds or mortgages on one- to    
four-family residential properties (the "Mortgaged Properties"). The Mortgaged  
Properties in the Statistical Calculation Pool are located in [ ] states and the
District of Columbia.                                                           

    [Scheduled monthly payments made by the mortgagors on the Mortgage Loans
("Scheduled Payments") either earlier or later than the scheduled due dates     
thereof will not affect the amortization schedule or the relative application of
the payments to principal and interest. All of the Mortgage Notes will provide  
for a [fifteen (15)] day grace period for monthly payments. A Scheduled Payment 
with respect to a Mortgage Loan is generally considered                         

S-31

S-3
134th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 134th
"delinquent" if the mortgagor fails to make the Scheduled Payment prior to the  
due date occurring immediately after the due date on which the Scheduled Payment
was originally due. None of the Mortgage Loans will be more than one payment    
delinquent on a contractual basis as of the related Cut-off Date.]              

Approximately [ ]% of the Mortgage Loans by the cut-off date pool   
principal balance will provide for the amortization of the amount financed over 
a series of substantially equal monthly payments. The remaining      % of the   
Mortgage Loans by cut-off date pool principal balance will provide that the     
related mortgagors pay only interest on the principal balances of these Mortgage
Loans for the first [ten] years after their origination, but require the entire 
principal balances of these Mortgage Loans to be fully amortized over the       
related remaining term of the Mortgage Loans (the "Interest Only Loans"). All of
the Mortgage Loans provide for payments due on the first day of each month (the 
"Due Date"). At origination, substantially all of the Mortgage Loans had stated 
terms to maturity of 30 years. Scheduled monthly payments made by the mortgagors
on the Mortgage Loans (referred to as scheduled payments) either earlier or     
later than their scheduled Due Dates will not affect the amortization schedule  
or the relative application of the payments to principal and interest.          

     Except for approximately     % of the Mortgage Loans by cut-off date pool
principal balance, the mortgagors may prepay their Mortgage Loans at any time   
without paying a prepayment charge. For substantially all of the Mortgage Loans 
that impose a prepayment charge, the prepayment charge applies to principal     
prepayments of more than 20% of the original principal balance in any           
twelve-month period during a period that can be as short as the first one year  
or as long as the first [three] years after origination of the applicable       
Mortgage Loan. The charge is equal to six month's interest on the amount prepaid
in excess of the 20% threshold. The holders of the Class PF and Class PV Notes  
will be entitled to all prepayment charges received on the Mortgage Loans, and  
those amounts will not be available for distribution on the other classes of    
notes. Under certain circumstances, as described in the sale and servicing      
agreement, the Servicer may waive the payment of any otherwise applicable       
prepayment charge. Investors should conduct their own analysis of the effect, if
any, that the prepayment charges, and decisions by the Servicer with respect to 
the waiver thereof, may have on the prepayment performance of the Mortgage      
Loans. The depositor makes no representations as to the effect that the         
prepayment charges, and decisions by the Servicer with respect to the waiver    
thereof, may have on the prepayment performance of the Mortgage Loans.          

    Each Mortgage Loan was originated on or after        . The latest stated
maturity date of any Mortgage Loan is         . The earliest stated maturity    
date of any Mortgage Loan is            and the earliest stated maturity date   
of any Mortgage Loans is        .                                               

    [No] Mortgage Loan was subject to buydown agreements. [No] Mortgage Loan
provides for deferred interest or negative amortization.                        

  At origination, all of the Mortgage Loans had a Loan-to-Value Ratio of
[95]% or less. Except for approximately      % of the Mortgage Loans by cut-off 
date pool principal balance, each of the Mortgage Loans with a Loan-to-Value    
Ratio at origination of greater than 80% will be covered by a primary mortgage  
guaranty insurance policy issued by a mortgage insurance company acceptable     
to Fannie Mae or Freddie Mac. [With respect to approximately     % of the       
Mortgage Loans (by cut-off date pool principal balance), the lender (rather     
than the borrower) acquired the primary mortgage guaranty insurance and         
charged the related borrower an interest premium. Except for these lender       
acquired mortgage insurance Mortgage Loans, no primary mortgage insurance       
policy will be required with respect to any Mortgage Loan after the date on     
which the Loan-to-Value Ratio of a Mortgage Loan is 80% or less (either         
because of principal payments on the Mortgage Loan or because of a new          
appraisal of the mortgaged property). The primary mortgage guaranty insurance   
policy will be maintained for the life of the lender acquired mortgage          
insurance mortgage loans, unless otherwise prohibited by law. See "             
--Underwriting Standards" in this prospectus supplement.                        

The "Loan-to-Value Ratio" of a Mortgage Loan at any given time is a 
fraction, expressed as a percentage, the numerator of which is the principal    
balance of that Mortgage Loan at the date of determination and the denominator  
of which is                                                                     

o     in the case of a purchase, the lesser of the selling price of the         
mortgaged property or its appraised value at the time of sale, or   

S-32

S-3
135th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 135th
o     in the case of a refinance, the appraised value of the mortgaged property 
at the time of the refinance.                                       

  No assurance can be given that the value of any mortgaged property has
remained or will remain at the level that existed on the appraisal or sales     
date. If residential real estate values generally or in a particular geographic 
area decline, the Loan-to-Value Ratios might not be a reliable indicator of the 
rates of delinquencies, foreclosures and losses that could occur with respect to
the Mortgage Loans.                                                             

    "FICO Credit Scores" are obtained by many mortgage lenders in connection
with mortgage loan applications to help assess a borrower's creditworthiness.   
FICO Credit Scores are generated by models developed by a third party that      
analyze data on consumers in order to establish patterns that are believed to be
indicative of the borrower's probability of default. The FICO Credit Score is   
based on a borrower's historical credit data, including, among other things,    
payment history, delinquencies on accounts, levels of outstanding indebtedness, 
length of credit history, types of credit, and bankruptcy experience. FICO      
Credit Scores range from approximately 300 to approximately 850, with higher    
scores indicating an individual with a more favorable credit history compared to
an individual with a lower score. A FICO Credit Score, however, purports only to
be a measurement of the relative degree of risk a borrower represents to a      
lender, i.e., that a borrower with a higher score is statistically expected to  
be less likely to default in payment than a borrower with a lower score. In     
addition, it should be noted that FICO Credit Scores were developed to indicate 
a level of default probability over a two-year period that does not correspond  
to the life of a mortgage loan. Furthermore, FICO Credit Scores were not        
developed specifically for use in connection with mortgage loans, but for       
consumer loans in general. Therefore, a FICO Credit Score does not take into    
consideration the effect of mortgage loan characteristics (which may differ from
consumer loan characteristics) on the probability of repayment by the borrower. 
There can be no assurance that a FICO Credit Score will be an accurate predictor
of the likely risk or quality of a mortgage loan.                               

Assignment of the Mortgage Loans                                                

 Pursuant to the sale and servicing agreement, on the closing date the
depositor will assign without recourse to the indenture trustee in trust for the
benefit of the noteholders all interest of the depositor in each Mortgage Loan  
and all interest in all other assets included in [ ] 200__ [ ]. This assignment 
will include all scheduled payments received on account of the Mortgage Loans   
that were due after the cut-off date but will not include any scheduled payments
due on or before the cut-off date.                                              

  In connection with the assignment of the Mortgage Loans, the depositor
will deliver or cause to be delivered to the indenture trustee the mortgage     
file, which contains among other things, the original mortgage note (and any    
modification or amendment to it) endorsed in blank without recourse, except that
the depositor may deliver or cause to be delivered a lost note affidavit in lieu
of any original mortgage note that has been lost, the original mortgage creating
a first lien on the related mortgaged property with evidence of recording       
indicated thereon, an assignment in recordable form of the mortgage, the title  
policy with respect to the related mortgaged property and, if applicable, all   
recorded intervening assignments of the mortgage and any riders or modifications
to the mortgage note and mortgage (except for any documents not returned from   
the public recording office, which will be delivered to the indenture trustee as
soon as they are available to the depositor). With respect to up to [ ]% of the 
Mortgage Loans, the depositor may deliver all or a portion of each related      
mortgage file to the indenture trustee not later than business days after the   
closing date. Assignments of the Mortgage Loans to the indenture trustee (or its
nominee) generally will not be recorded in a public office for real property    
records in California and other states where, in the opinion of counsel,        
recording is not required to protect the indenture trustee's interest in the    
Mortgage Loan against the claim of any subsequent transferee or any successor to
or creditor of the depositor or the seller. Under certain circumstances         
specified in the indenture, the assignments will be recorded (at the Servicer's 
expense).                                                                       

      The indenture trustee will review each mortgage file within 90 days of the
closing date (or promptly after the indenture trustee's receipt of any document 
permitted to be delivered after the closing date) and if any document in a      
mortgage file is found to be missing or defective in a material respect adverse 
to the interests of the noteholders in the related Mortgage Loan and the seller 
does not cure the defect within [90] days of notice of the defect from the      
indenture trustee [(or within such longer period not to exceed 720 days after   
the closing date as provided in the sale and servicing agreement in the case of 
missing documents not returned from the public recording office)], the seller   
will be obligated to repurchase the related Mortgage Loan from the issuing      
entity. The indenture trustee will hold                                         

S-33

S-3
136th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 136th
the Mortgage Loan documents in trust for the benefit of the noteholders in      
accordance with its customary procedures, including storing the documents in    
fire-resistant facilities. Rather than repurchase the Mortgage Loan as provided 
above, the seller may remove the Mortgage Loan (referred to as a deleted        
Mortgage Loan) from the issuing entity and substitute in its place another      
Mortgage Loan (referred to as a replacement Mortgage Loan). Any replacement     
Mortgage Loan generally will, on the date of substitution, among other          
characteristics set forth in the sale and servicing agreement,                  

     o     have a principal balance, after deduction of all scheduled payments
        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 (the amount of any shortfall to be deposited by the
         seller in the Collection Account and held for distribution to the
     noteholders on the related Distribution Date (a "Substitution
Adjustment Amount")),                                   

     o     have a Mortgage Rate not lower than, and not more than 1% per annum
higher than, that of the deleted Mortgage Loan,         

o     have a Loan-to-Value Ratio not higher than that of the deleted
Mortgage Loan,                                          

  o     have a remaining term to maturity not greater than (and not more
       than one year less than) that of the deleted Mortgage Loan, and

    o     comply with all of the representations and warranties set forth in
        the sale and servicing agreement as of the date of substitution.

 This cure, repurchase or substitution obligation constitutes the sole
remedy available to the noteholders or the indenture trustee for a material     
omission of, or a material defect in, a mortgage loan document.                 

 Notwithstanding the foregoing, in lieu of providing the duly executed
assignment of the mortgage to the indenture trustee and the original recorded   
assignment or assignments of the mortgage together with all interim recorded    
assignments of such mortgage, above, the depositor may at its discretion provide
evidence that the related mortgage is held through the MERS(R) System. In       
addition, the mortgages for some or all of the Mortgage Loans in the issuing    
entity that are not already held through the MERS(R) System may, at the         
discretion of the Servicer, in the future be held through the MERS(R) System.   
For any mortgage held through the MERS(R) System, the mortgage is recorded in   
the name of Mortgage Electronic Registration Systems, Inc., or MERS, as nominee 
for the owner of the Mortgage Loan, and subsequent assignments of the mortgage  
were, or in the future may be, at the discretion of the Servicer, registered    
electronically through the MERS(R) System. For each of the Mortgage Loans, MERS 
serves as mortgagee of record on the mortgage solely as a nominee in an         
administrative capacity on behalf of the indenture trustee, and does not have   
any interest in the Mortgage Loan.                                              

Conveyance of Subsequent Mortgage Loans                                         

      On the closing date, the excess of the aggregate Class Note Balance of the
notes over the aggregate Stated Principal Balance of the Closing Date Mortgage  
Loans on the initial cut-off date (which excess is not expected to exceed       
approximately $[ ]) will be deposited into a pre-funding account (the           
"pre-funding account") established and maintained by the indenture trustee on   
behalf of the noteholders. During the pre-funding period, the depositor is      
expected to purchase mortgage loans acquired by the seller after the closing    
date from the seller and sell those Subsequent Mortgage Loans to the issuing    
entity as described below. The purchase price for each Subsequent Mortgage Loan 
will equal the Stated Principal Balance of such Subsequent Mortgage Loan as of  
the later of the date of origination of the Subsequent Mortgage Loan and the    
first day of the month in which the Subsequent Mortgage Loan is added to the    
issuing entity, and will be paid from the pre-funding account. Accordingly, the 
purchase of Subsequent Mortgage Loans will decrease the amount on deposit in the
pre-funding account and increase the aggregate Stated Principal Balance of the  
Mortgage Loans. Pursuant to the sale and servicing agreement and a subsequent   
transfer agreement to be executed by the seller, the depositor, the owner       
trustee and the indenture trustee, the conveyance of Subsequent Mortgage Loans  
may be made on any business day during the pre-funding period,                  

S-34

S-3
137th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 137th
subject to certain conditions in the sale and servicing agreement being         
satisfied as certified by the depositor, including that:                        

    o     Subsequent Mortgage Loans conveyed on the subsequent transfer date
       satisfy the same representations and warranties in the sale and
servicing agreement applicable to all mortgage loans,   

   o     the Subsequent Mortgage Loans conveyed on the subsequent transfer
            date were selected in a manner reasonably believed not to be adverse
to the interests of noteholders,                        

      o     the indenture trustee receives an opinion of counsel with respect to
       the validity of the conveyance of the Subsequent Mortgage Loans
conveyed on the subsequent transfer date,               

   o     the conveyance of the Subsequent Mortgage Loans on the subsequent
         transfer date will not result in a reduction or withdrawal of any
ratings assigned to the notes,                          

      o     no Subsequent Mortgage Loan conveyed on the subsequent transfer date
was delinquent more than one payment,                   

      o     the aggregate of the PO Percentages of the Stated Principal Balances
           of all Subsequent Mortgage Loans (also referred to as the "Class PO
Sublimit Amount") will be no greater than $100,000;     

   o     each Subsequent Mortgage Loan conveyed on the subsequent transfer
          date is secured by a first lien on the related mortgaged property,

  o     following the conveyance of the Subsequent Mortgage Loans on the
           subsequent transfer date, the characteristics of the Mortgage Loans
          following such conveyance will remain substantially similar to the
       characteristics of the Initial Mortgage Loans as of the Initial
Cut-off Date, and                                       

  o     following the final conveyance of the Subsequent Mortgage Loans,
          cash-out refinance loans will comprise not more than 55.00% of the
final pool principal balance.                           

THE SELLER

    IndyMac Bank, F.S.B. ("IndyMac Bank") will be the seller of the Mortgage
Loans. The principal executive offices of the Servicer are located at 155 North 
Lake Avenue, Pasadena, California 91101. IndyMac Bank is a wholly-owned         
subsidiary of IndyMac Intermediate Holdings, Inc., which is a wholly-owned      
subsidiary of IndyMac Bancorp, Inc. The business now operated by IndyMac Bank   
began in 1993. On July 1, 2000, this business was transferred by a predecessor  
company to IndyMac Bank and began operation as a federal savings bank           

Origination Process                                                             

   IndyMac Bank acquires mortgage loans principally through four channels:
mortgage professionals, consumer direct, correspondent and conduit. IndyMac Bank
also acquires a relatively small number of mortgage loans through other         
channels.                                                                       

 Mortgage professionals: Mortgage brokers, mortgage bankers, financial
institutions and homebuilders who have taken applications from prospective      
borrowers and submitted those applications to IndyMac Bank.                     

     Consumer direct: Mortgage loans initiated through direct contact with the
borrower. This contact may arise from internet advertising and IndyMac Bank     
website traffic, affinity relationships, company referral programs, realtors and
through its Southern California retail banking branches.                        

     Correspondent: Mortgage brokers, mortgage bankers, financial institutions
and homebuilders who sell previously funded mortgage loans to IndyMac Bank.     

S-35

S-3
138th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 138th
Conduit: IndyMac Bank acquires pools of mortgage loans in negotiated
transactions either with the original mortgagee or an intermediate owner of the 
mortgage loans.                                                                 

IndyMac Bank approves each mortgage loan seller prior to the initial
transaction on the basis of the seller's financial and management strength,     
reputation and prior experience. Sellers are periodically reviewed and if their 
performance, as measured by compliance with the applicable loan sale agreement, 
is unsatisfactory, IndyMac Bank will cease doing business with them.            

Underwriting Process                                                            

Mortgage loans that are acquired by IndyMac Bank are underwritten by
IndyMac Bank according to IndyMac Bank's underwriting guidelines, which also    
accept mortgage loans meeting Fannie Mae or Freddie Mac guidelines regardless of
whether such mortgage loans would otherwise meet IndyMac Bank's guidelines, or  
pursuant to an exception to those guidelines based on IndyMac Bank's procedures 
for approving such exceptions. Conventional mortgage loans are loans that are   
not insured by the FHA or partially guaranteed by the VA. Conforming mortgage   
loans are loans that qualify for sale to Fannie Mae and Freddie Mac, whereas    
non-conforming mortgage loans are loans that do not so qualify. Non-conforming  
mortgage loans originated or purchased by IndyMac Bank pursuant to its          
underwriting programs typically differ from conforming loans primarily with     
respect to loan-to-value ratios, borrower income, required documentation,       
interest rates, borrower occupancy of the mortgaged property and/or property    
types. To the extent that these programs reflect underwriting standards         
different from those of Fannie Mae and Freddie Mac, the performance of loans    
made pursuant to these different underwriting standards may reflect higher      
delinquency rates and/or credit losses.                                         

IndyMac Bank has two principal underwriting methods designed to be  
responsive to the needs of its mortgage loan customers: traditional underwriting
and e-MITS (Electronic Mortgage Information and Transaction System)             
underwriting. E-MITS is an automated, internet-based underwriting and risk-based
pricing system. IndyMac Bank believes that e-MITS generally enables it to       
estimate expected credit loss, interest rate risk and prepayment risk more      
objectively than traditional underwriting and also provides consistent          
underwriting decisions. IndyMac Bank has procedures to override an e-MITS       
decision to allow for compensating factors.                                     

IndyMac Bank's underwriting criteria for traditionally underwritten 
mortgage loans includes an analysis of the borrower's credit history, ability to
repay the mortgage loan and the adequacy of the mortgaged property as           
collateral. Traditional underwriting decisions are made by individuals          
authorized to consider compensating factors that would allow mortgage loans not 
otherwise meeting IndyMac Bank's guidelines.                                    

 In determining a borrower's FICO Credit Score, IndyMac Bank generally
selects the middle credit score of the scores provided by each of the three     
major U.S. credit repositories (Equifax, TransUnion and Experian) for each      
borrower, and then selects the lowest of these scores. In some instances,       
IndyMac Bank selects the middle score of the borrower with the largest amount of
qualifying income among all of the borrowers on the mortgage loan. A FICO Credit
Score might not be available for a borrower due to insufficient credit          
information on file with the credit repositories. In these situations, IndyMac  
Bank will establish a borrower's credit history through documentation of        
alternative sources of credit such as utility payments, auto insurance payments 
and rent payments. In addition to the FICO Credit Score, other information      
regarding a borrower's credit quality is considered in the loan approval        
process, such as the number and degree of any late mortgage or rent payments    
within the preceding 12-month period, the age of any foreclosure action against 
any property owned by the borrower, the age of any bankruptcy action, the number
of seasoned tradelines reflected on the credit report and any outstanding       
judgments, liens, charge-offs or collections.                                   

      For each mortgage loan with a Loan-to-Value Ratio at origination exceeding
80%, IndyMac Bank will usually require a primary mortgage guarantee insurance   
policy that conforms to the guidelines of Fannie Mae and Freddie Mac. After the 
date on which the Loan-to-Value Ratio of a mortgage loan is 80% or less, either 
because of principal payments on the mortgage loan or because of a new appraisal
of the mortgaged property, no primary mortgage guaranty insurance policy will be
required on that mortgage loan.                                                 

    All of the insurers that have issued primary mortgage guaranty insurance
policies with respect to the mortgage loans meet Fannie Mae's or Freddie Mac's  
standards or are acceptable to the Rating Agencies. In some                     

S-36

S-3
139th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 139th
circumstances, however, IndyMac Bank does not require primary mortgage guaranty 
insurance on mortgage loans with Loan-to-Value Ratios greater than 80%.         

     IndyMac Bank purchases loans that have been originated under one of seven
documentation programs: Full/Alternate, FastForward, Limited, Stated Income, No 
Ratio, No Income/No Asset and No Doc. In general, documentation types that      
provide for less than full documentation of employment, income and liquid assets
require higher credit quality and have lower loan-to-value ratios and loan      
amount limits.                                                                  

      Under the Full/Alternate Documentation Program, the prospective borrower's
employment, income and assets are verified through written documentation such as
tax returns, pay stubs or W-2 forms. . Generally, a two-year history of         
employment or continuous source of income is required to demonstrate adequacy   
and continuance of income. Borrowers applying under the Full/Alternate          
Documentation Program may, based on certain loan characteristics and higher     
credit quality, qualify for IndyMac Bank's FastForward program and be entitled  
to income and asset documentation relief. Borrowers who qualify for FastForward 
must state their income, provide a signed Internal Revenue Service Form 4506    
(authorizing IndyMac Bank to obtain copies of their tax returns), and state     
their assets; IndyMac Bank does not require any verification of income or assets
under this program.                                                             

The Limited Documentation Program is similar to the Full/Alternate  
Documentation Program except that borrowers generally must document income and  
employment for one year (rather than two, as required by the Full/Alternate     
Documentation Program). Borrowers under the Limited Documentation Program may   
use bank statements to verify their income and employment. If applicable,       
written verification of a borrower's assets is required under this program.     

     The Stated Income Documentation Program requires prospective borrowers to
provide information regarding their assets and income. Information regarding a  
borrower's assets, if applicable, is verified through written communications.   
Information regarding income is not verified and employment verification may not
be written.                                                                     

      The No Ratio Program requires prospective borrowers to provide information
regarding their assets, which is then verified through written communications.  
The No Ratio Program does not require prospective borrowers to provide          
information regarding their income, but employment may not be written.          

Under the No Income/No Asset Documentation Program and the No Doc   
Documentation Program, emphasis is placed on the credit score of the prospective
borrower and on the value and adequacy of the mortgaged property as collateral, 
rather than on the income and the assets of the prospective borrower.           
Prospective borrowers are not required to provide information regarding their   
assets or income under either program, although under the No Income/No Asset    
Documentation Program, employment is orally verified.                           

    IndyMac Bank generally will re-verify income, assets, and employment for
mortgage loans it acquires through the wholesale channel, but not for mortgage  
loans acquired through other channels.                                          

    Maximum loan-to-value and combined loan-to-value ratios and loan amounts
are established according to the occupancy type, loan purpose, property type,   
FICO Credit Score, number of previous late mortgage payments, and the age of any
bankruptcy or foreclosure actions. Additionally, maximum total monthly debt     
payments-to-income ratios and cash-out limits may be applied. Other factors may 
be considered in determining loan eligibility such as a borrower's residency and
immigration status, whether a non-occupying borrower will be included for       
qualification purposes, sales or financing concessions included in any purchase 
contract, the acquisition cost of the property in the case of a refinance       
transaction, the number of properties owned by the borrower, the type and amount
of any subordinate mortgage, the amount of any increase in the borrower's       
monthly mortgage payment compared to previous mortgage or rent payments and the 
amount of disposable monthly income after payment of all monthly expenses.      

  To determine the adequacy of the property to be used as collateral, an
appraisal is generally made of the subject property in accordance with the      
Uniform Standards of Profession Appraisal Practice. The appraiser generally     
inspects the property, analyzes data including the sales prices of comparable   
properties and issues an                                                        

S-37

S-3
140th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 140th
opinion of value using a Fannie Mae/Freddie Mac appraisal report form, or other 
acceptable form. In some cases, an automated valuation model (AVM) may be used  
in lieu of an appraisal. AVMs are computer programs that use real estate        
information, such as demographics, property characteristics, sales prices, and  
price trends to calculate a value for the specific property. The value of the   
property, as indicated by the appraisal or AVM, must support the loan amount.   

Underwriting procedures vary by channel of origination. Generally,  
mortgage loans originated through the mortgage professional channel will be     
submitted to e-MITS for assessment and subjected to a full credit review and    
analysis. Mortgage loans that do not meet IndyMac Bank's guidelines may be      
manually re-underwritten and approved under an exception to those underwriting  
guidelines. Mortgage loans originated through the consumer direct channel are   
subjected to essentially the same procedures, modified as necessary to reflect  
the fact that no third-party contributes to the preparation of the credit file. 

  IndyMac Bank currently operates two mortgage loan purchase programs as
part of its correspondent channel:                                              

  1. Prior Approval Program. Under this program, IndyMac Bank performs a
full credit review and analysis of each mortgage loan generally with the same   
procedures used for mortgage loans originated through the mortgage professionals
channel. Only after IndyMac Bank issues an approval notice to a loan originator 
is a mortgage loan eligible for purchase pursuant to this program.              

 2. Preferred Delegated Underwriting Program. Under this program, loan
originators that meet certain eligibility requirements are allowed to tender    
mortgage loans for purchase without the need for IndyMac Bank to verify         
mortgagor information. The eligibility requirements for participation in the    
Preferred Delegated Underwriting Program vary based on the net worth of the loan
originators with more stringent requirements imposed on loan originators with a 
lower net worth. Loan originators are required to submit a variety of           
information to IndyMac Bank for review, including their current audited         
financial statements, their quality control policies and procedures, their      
current errors and omissions/fidelity insurance coverage evidencing blanket     
coverage in a minimum amount of $300,000, at least three underwriters' resumes  
showing at least three years experience or a direct endorsement designation, and
at least two references from mortgage insurance companies. Loan originators are 
required to have an active, traditional warehouse line of credit, which is      
verified together with the bailee letter and wire instructions. IndyMac Bank    
requires each loan originator to be recertified on an annual basis to ensure    
that it continues to meet the minimum eligibility guidelines for the Preferred  
Delegated Underwriting Program.                                                 

  Under the Preferred Delegated Underwriting Program, each eligible loan
originator is required to underwrite mortgage loans in compliance with IndyMac  
Bank's underwriting guidelines usually by use of e-MITS or, infrequently, by    
submission of the mortgage loan to IndyMac Bank for traditional underwriting. A 
greater percentage of mortgage loans purchased pursuant to this program are     
selected for post-purchase quality control review than for the other program.   

Mortgage loans originated through the conduit channel were generally
initially underwritten by the seller to the seller's underwriting guidelines.   
IndyMac Bank reviews each seller's guidelines for acceptability, and these      
guidelines generally meet industry standards and incorporate many of the same   
factors used by Fannie Mae, Freddie Mac and IndyMac Bank. Each mortgage loan is 
re-underwritten by IndyMac Bank for compliance with its guidelines based only on
the objective characteristics of the mortgage loan, such as FICO, documentation 
type, loan-to-value ratio, etc., but without reassessing the underwriting       
procedures originally used. In addition, a portion of the mortgage loans        
acquired from a seller are subjected to a full re-underwriting.                 

     Exceptions to underwriting standards are permitted in situations in which
compensating factors exist. Examples of these factors are significant financial 
reserves, a low loan-to-value ratio, significant decrease in the borrower's     
monthly payment and long-term employment with the same employer.                

S-38

S-3
141st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 141st
Representations by Seller; Repurchases, etc.                                    

The seller represents that immediately before the assignment of the 
Mortgage Loans to the depositor, it will have good title to, and will be the    
sole owner of, each Mortgage Loan free and clear of any pledge, lien,           
encumbrance or security interest and will have full right and authority, subject
to no interest or participation of, or agreement with, any other party, to sell 
and assign the Mortgage Loans pursuant to the sale and servicing agreement.     

      In the event of a breach of any representation or warranty in respect of a
Mortgage Loan that materially and adversely affects the interests of the        
noteholders, the seller will be obligated, in accordance with the sale and      
servicing agreement, to cure that breach, to repurchase the Mortgage Loan at the
purchase price or to substitute a qualified mortgage loan for the Mortgage Loan.
See "Mortgage Loan Program--Representations by Seller; Repurchases" in the      
prospectus.                                                                     

 SERVICING OF THE MORTGAGE LOANS

The Servicer                                                                    

    IndyMac Bank will act as servicer under the sale and servicing agreement
(in such capacity, the "Servicer"). The principal executive offices of the      
Servicer are located at 155 North Lake Avenue, Pasadena, California 91101.      
IndyMac Bank has been master servicing mortgage loans since 1993 and servicing  
mortgage loans directly (servicing without the use of a subservicer) since 1998.
It is expected that on the closing date the servicer will be the only entity    
servicing the Mortgage Loans. As of the date of this prospectus supplement,     
IndyMac Bank is rated (x) by Fitch, "RPS2+" as a servicer of alt/A, prime and   
subprime mortgage loans, (y) by Moody's, "SQ2" as a primary servicer of prime   
and subprime first lien mortgage loans and "SQ3" as a special servicer and (z)  
by S&P, "above average/stable" as a primary servicer and "average/stable" as a  
master servicer and special servicer.                                           

The Servicer will be responsible for servicing the Mortgage Loans in
accordance with the terms set forth in the sale and servicing agreement         
employing the same degree of skill and care that it employs in servicing other  
mortgage loans comparable to the Mortgage Loans serviced by the Servicer for    
itself or others. The Servicer has agreed to represent and protect the interest 
of the indenture trustee in the Mortgage Loans in the same manner as it         
currently protects its own interest in mortgage loans in its own portfolio in   
any claim, proceeding or litigation regarding a Mortgage Loan.                  

If the servicing of any Mortgage Loan were to be transferred from a 
subservicer to IndyMac, or if any other servicing transfer were to occur, there 
may be an increase in delinquencies and defaults due to misapplied or lost      
payments, data input errors, system incompatibilities or otherwise. Although any
increase in delinquencies is expected to be temporary, there can be no assurance
as to the duration or severity of any disruption in servicing the applicable    
Mortgage Loans as a result of any servicing transfer. See also "Risk            
Factors--Bankruptcy or Insolvency May Affect the Timing and Amount of           
Distributions on the Notes" in the prospectus.                                  

Foreclosure, Delinquency and Loss Experience                                    

     The delinquency, foreclosure and loss percentages set forth in the tables
below may be affected by the size and relative lack of seasoning of the master  
servicing and servicing portfolio. Delinquencies, foreclosures and losses       
generally are expected to occur more frequently after the first full year of the
life of mortgage loans. Accordingly, because a large number of mortgage loans   
serviced by the Servicer have been recently originated, the current level of    
delinquencies, foreclosures and losses may not be representative of the levels  
that may be experienced over the lives of such mortgage loans. If the volume of 
IndyMac Bank's new loan originations and acquisitions declines, the levels of   
delinquencies, foreclosures and losses as percentages of the portfolio could    
rise significantly above the rates indicated in the tables.                     

    The foreclosure, delinquency and loss experience set forth below may not
be indicative of IndyMac Bank's foreclosure, delinquency and loss experience for
future periods. Accordingly, the information presented in the tables below      
(which includes mortgage loans with underwriting, payment and other             
characteristics that differ from those of the Mortgage Loans) should not be     
considered as a basis for assessing the likelihood, amount or severity of       

S-39

S-3
142nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 142nd
delinquency or losses on the Mortgage Loans, and no assurances can be given that
the foreclosure, delinquency and loss experience presented in these tables will 
be indicative of such experience on the Mortgage Loans in the future.           

The following tables summarize (a) the delinquency and foreclosure  
experience and (b) cumulative net losses, respectively, as of December 31, 2001,
December 31, 2002, December 31, 2003, December 31, 2004 and September 30, 2005  
on approximately $8.90 billion, $8.99 billion, $7.26 billion, $16.15 billion and
$33.36 billion, respectively, in outstanding principal balance of mortgage loans
master serviced or serviced by IndyMac Bank and securitized by the depositor or 
CWMBS, Inc.                                                                     

                                                        [Enlarge/Download Table]

                                                                                                                       As of     
                                                                        As of December 31,                            September  
                                                    --------------------------------------------------------------       30,     
                                                         2001            2002            2003           2004            2005     
                                                    --------------- --------------- --------------- -------------- --------------
                                                                                                                                 
Total Number of Conventional Mortgage Loans in                                                                                   
   Portfolio...................................        58,949          46,004          24,291          52,922        112,700     
Delinquent Mortgage Loans and Pending Foreclosures                                                                               
   at Period End(1):...........................                                                                                  
      30-59 days...............................         3.46%           2.54%           1.99%           1.37%          2.16%     
      60-89 days...............................         0.88%           0.72%           0.48%           0.24%          0.25%     
      90 days or more (excluding pending                                                                                         
        foreclosures)..........................         0.67%           0.52%           0.38%           0.19%          0.15%     
                                                    --------------- --------------- --------------- -------------- --------------
Total Delinquencies............................         5.01%           3.78%           2.85%           1.80%          2.57%     
Foreclosures pending...........................         1.84%           1.50%           1.21%           0.15%          0.10%     
REOs...........................................         0.56%           0.59%           0.41%           0.03%          0.02%     
                                                    --------------- --------------- --------------- -------------- --------------
Total delinquencies, foreclosures pending and REOs      7.41%           5.87%           4.47%           1.98%          2.68%     

________________                                                                
(1) As a percentage of the principal balance.                                   

     IndyMac Bank does not write off mortgage loans of the type covered by the
registration statement of which this prospectus supplement forms a part until   
the loans are liquidated in a foreclosure sale or are otherwise disposed of     
(such as by a deed in lieu of foreclosure) in accordance with its guidelines for
servicing delinquent mortgage loans and it has received all expected proceeds.  

                                      Cumulative
                                     Stated Amount
                        Cumulative   of Securities
                                  Net Losses       Issued         Loss
                                     (Millions)     (Millions)    (Ratio)(1)
                                     ----------   -------------   ----------
As of December 31, 2001..........          $77.01    $28,152.72         0.27%   
As of December 31, 2002..........         $100.03    $33,498.95         0.30%   
As of December 31, 2003..........         $119.69    $38,992.40         0.31%   
As of December 31, 2004..........         $128.92    $52,479.30         0.25%   
As of September 30, 2005.........         $131.73    $74,710.44         0.18%   
_________________                                                               
(1) Loss Ratio represents cumulative net losses as a percentage of the aggregate
amount of securities issued.                                            

  Historically, a variety of factors, including the appreciation of real
estate values, has limited the Servicer's loss and delinquency experience on its
portfolio of serviced mortgage loans. There can be no assurance that factors    
beyond the Servicer's control, such as national or local economic conditions or 
downturns in the real estate markets of its lending areas, will not result in   
increased rates of delinquencies and foreclosure losses in the future. For      
example, a general deterioration of the real estate market in regions where the 
mortgaged properties are located may result in increases in delinquencies of    
loans secured by real estate, slower absorption rates of real estate into the   
market and lower sales prices for real estate. A general weakening of the       
economy may result in decreases in the financial strength of borrowers and      
decreases in the value of collateral serving as collateral for loans. If the    
real                                                                            

S-40

S-3
143rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 143rd
estate market and economy continue to decline, the Servicer may experience an   
increase in delinquencies on the loans it services and higher net losses on     
liquidated loans.                                                               

Servicing Compensation and Payment of Expenses                                  

      The expense fees are payable out of the interest payments on each Mortgage
Loan. As of the cut-off date, the weighted average rate at which the expense    
fees accrue (referred to as the "expense fee rate") is equal to approximately   
  % per annum. The expense fees consist of (a) the servicing fee, (b) fees
payable to the indenture trustee in respect of its activities as trustee under  
the indenture in an amount of     % per annum of the Stated Principal Balance   
of each Mortgage Loan [and (c) lender paid mortgage insurance premiums]. The    
servicing fee rate will range from     % per annum to     % per annum and will  
be set forth on the mortgage loan schedule attached as an exhibit to the sale   
and servicing agreement. The Servicer is obligated to pay certain ongoing       
expenses associated with the issuing entity and incurred by the Servicer in     
connection with its responsibilities under the sale and servicing agreement     
and those amounts will be paid by the Servicer out of its fee. The amount of    
the Servicer's servicing compensation is subject to adjustment with respect to  
prepaid mortgage loans, as described in this prospectus supplement under        
"--Adjustment to Servicing Compensation in Connection with Certain Prepaid      
Mortgage Loans." The Servicer will also be entitled to receive late payment     
fees, assumption fees and other similar charges. The Servicer will be entitled  
to receive all reinvestment income earned on amounts on deposit in the          
collection account and the distribution account.                                

      The "adjusted net mortgage rate" of a Mortgage Loan is the Mortgage Loan's
Mortgage Rate minus the related expense fee rate.                               

Adjustment to Servicing Compensation in Connection with Certain Prepaid Mortgage
Loans                                                                           

   When a borrower prepays a Mortgage Loan between Due Dates, the borrower
is required to pay interest on the amount prepaid only to the date of           
prepayment and not thereafter. Similarly, if the Servicer purchases a Mortgage  
Loan as described in this prospectus supplement under "--Certain Modifications  
and Refinancings," the issuing entity is entitled to the interest paid by the   
borrower only to the date of purchase. Except with respect to the month of the  
cut-off date, principal prepayments by borrowers received by the Servicer from  
the first day through the fifteenth day of a calendar month will be             
distributed to noteholders on the Distribution Date in the same month in which  
the prepayments on such Mortgage Loans are received and, accordingly, no        
shortfall in the amount of interest to be distributed to noteholders with       
respect to the prepaid Mortgage Loans will result. Conversely, principal        
prepayments on such Mortgage Loans received by the Servicer from the sixteenth  
day (or, in the case of the first distribution date, from the cut-off date)     
through the last day of a calendar month will be distributed to noteholders on  
the distribution date in the month following the month of receipt and,          
accordingly, a shortfall in the amount of interest to be distributed to         
noteholders with respect to such prepaid Mortgage Loans would result. To        
offset any interest shortfall to noteholders as a result of any prepayments,    
the Servicer will be required to reduce its servicing compensation, but the     
reduction for any Distribution Date will be limited to an amount (the           
"Compensating Interest") equal to the product of                                

o          % multiplied by                                          

o     one-twelfth multiplied by                                     

    o     the aggregate Stated Principal Balance of the Mortgage Loans as of
the first day of the prior month.                       

If shortfalls in interest as a result of prepayments in any month exceed the    
Compensating Interest for such month, the amount of interest to be distributed  
to noteholders will be reduced by the amount of the excess and no amounts will  
be due or paid with respect to such reduction on future payment dates. See      
"Description of the Notes--Interest" in this prospectus supplement.             

Any such reduction allocable to the Class [ ] Notes on a Distribution Date will 
be covered only to the extent of amounts on deposit in the reserve fund. Any    
shortfalls in excess thereof will not be covered by the Class [ ] Policy and    
will be borne by the holders of the Class [ ] Notes. See "Description of the    
Notes--Interest" in this prospectus supplement.                                 

S-41

S-3
144th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 144th
Advances                                                                        

     Except as described below, the Servicer will be required to advance prior
to each Distribution Date from its own funds or amounts received with respect to
the Mortgage Loans that do not constitute Available Funds for this Distribution 
Date, an amount (referred to as an "advance") equal to                          

     o     all of the payments of principal and interest on the Mortgage Loans
            due but delinquent as of the "Determination Date" (which will be the
         18th of the month or, if the 18th is not a business day, the next
business day after the 18th day of the month)           

minus                                             

o     the servicing fee for those Mortgage Loans for the period     

plus                                              

    o     an amount equivalent to interest on each Mortgage Loan as to which
      the mortgaged property has been acquired by the issuing entity
(through foreclosure or deed-in-lieu of foreclosure).   

      Advances are intended to maintain a regular flow of scheduled interest and
principal distributions on the notes rather than to guarantee or insure against 
losses. The Servicer is obligated to make advances with respect to delinquent   
payments of principal of or interest on each Mortgage Loan only to the extent   
that advances made on that Mortgage Loan are, in its reasonable judgment,       
recoverable from future payments and collections or insurance payments or       
proceeds of liquidation of the related Mortgage Loan. If the Servicer determines
on any Determination Date to make an advance, that advance will be included with
the distribution to noteholders on the related Distribution Date. Any failure by
the Servicer to make a deposit in the collection account as required under the  
sale and servicing agreement, including any failure to make an advance, will    
constitute an event of default under the sale and servicing agreement if such   
failure remains unremedied for five days after written notice of such failure.  
If the Servicer is terminated as a result of the occurrence of an event of      
default, the indenture trustee or the successor servicer will be obligated to   
make any required advance, in accordance with the terms of the sale and         
servicing agreement. An Advance will be reimbursed from the payments on the     
Mortgage Loan with respect to which the Advance was made. However, if an Advance
is determined to be nonrecoverable and the Servicer delivers an officer's       
certificate to the indenture trustee indicating that the Advance is             
nonrecoverable, the Servicer will be entitled to withdraw from the Collection   
Account an amount equal to the nonrecoverable Advance. Reimbursement for        
Advances and nonrecoverable Advances will be made prior to distributions on the 
notes.                                                                          

Certain Modifications and Refinancings                                          

   The Servicer may modify any Mortgage Loan at the request of the related
mortgagor, provided that the Servicer purchases the Mortgage Loan from the      
issuing entity immediately preceding the modification. Any modification of a    
Mortgage Loan may not be made unless the modification includes a change in the  
interest rate on the related Mortgage Loan to approximately a prevailing market 
rate. The Servicer attempts to identify mortgagors who are likely to refinance  
their Mortgage Loans (and therefore cause a prepayment in full) and inform them 
of the availability of the option of modification in lieu of refinancing.       
Mortgagors who are informed of this option are more likely to request a         
modification than mortgagors who are not so informed. Any purchase of a Mortgage
Loan subject to a modification will be for a price equal to 100% of the Stated  
Principal Balance of that Mortgage Loan, plus accrued and unpaid interest on the
Mortgage Loan up to the first day of the month in which the proceeds are to be  
distributed at the applicable adjusted net mortgage rate, net of any            
unreimbursed advances of principal and interest on the Mortgage Loan made by the
Servicer. The Servicer will deposit the purchase price in the Collection Account
within one business day of the purchase of that Mortgage Loan and the purchase  
price will be treated by the Servicer as a prepayment in full of the related    
Mortgage Loan, and will be distributed by the indenture trustee in accordance   
with the indenture. Purchases of Mortgage Loans may occur when prevailing       
interest rates are below the interest rates on the Mortgage Loans and mortgagors
request modifications as an alternative to refinancings. The Servicer will      
indemnify the issuing entity against liability for any prohibited transactions  
taxes and any interest, additions or penalties as a result of any modification  
or purchase.                                                                    

S-42

S-3
145th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 145th
Default Management Services                                                     

      In connection with the servicing of defaulted Mortgage Loans, the Servicer
may perform certain default management and other similar services (including,   
but not limited to, appraisal services) and may act as a broker in the sale of  
mortgaged properties related to those Mortgage Loans. The Servicer will be      
entitled to reasonable compensation for providing those services, in addition to
the servicing compensation described in this prospectus supplement.             

 THE SPONSOR

     The sponsor is IndyMac Bank. The sponsor is the same entity as the seller
and the servicer of the Mortgage Loans, and is the parent company of the        
depositor. The sponsor has been the sponsor of securitizations backed by        
residential mortgage loans since 1993. The following table describes the        
approximate volume of [Alt/A] mortgage loan securitizations sponsored by IndyMac
Bank since [ ].                                                                 

Year       Approximate Volume       
---------------  ------------------             
2002                $[__] billion               
2003                $[__] billion               
2004                $[__] billion               
2005                $[__] billion               
[Potentially add disclosure concerning whether any prior securitizations
have defaulted].

   As the sponsor, IndyMac Bank originates and acquires mortgage loans and
initiates their securitization by transferring the mortgage loans to the        
depositor. The mortgage loans are then transferred to the issuing entity for the
related securitization. The sponsor works with underwriters and rating agencies 
in structuring their securitization transactions.                               

STATIC POOL DATA

     Certain static pool data with respect to the delinquency, cumulative loss
and prepayment data for IndyMac Bank is available on the internet at            
http://regab.indymacbank.com/. On this website, you can view for each of these  
securitizations summary pool information as of the applicable cut-off date for  
each securitization and delinquency, cumulative loss and prepayment information 
as of each distribution date by securitization for the past five years or, since
the applicable closing date for each securitization if the applicable closing   
date occurred less than five years from the date of this prospectus supplement. 
Each of these securitizations is unique, and the characteristics of each        
securitized mortgage pool varies from each other as well as from the Mortgage   
Loans to be included in the issuing entity that will issue the notes offered by 
this prospectus supplement. In addition, the performance information relating to
the prior securitizations described above may have been influenced by factors   
beyond the sponsor's control, such as housing prices and market interest rates. 
Therefore, the performance of these prior securitizations is likely to not be   
indicative of the future performance of the Mortgage Loans.                     

   [In the event that any changes or updates are made to the information
available on the website referenced above, the depositor will provide to any    
person a copy of the information as it existed as of the date of this prospectus
supplement upon request who writes or calls the depositor at [ ].] [Is this     
required? Is IndyMac planning on doing this?].                                  

This static pool data is not deemed part of the prospectus or the   
registration statement of which the prospectus is a part to the extent that the 
static pool data relates to:                                                    

o     prior securitized pools of IndyMac Bank, F.S.B. that do not include the   
Mortgage Loans and that were established before January 1, 2006; or 

S-43

S-3
146th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 146th
o     in the case of information regarding the Mortgage Loans, information about
the Mortgage Loans for periods before January 1, 2006.              

 THE DEPOSITOR

The depositor is IndyMac MBS, Inc., a Delaware corporation that is a
limited purpose finance subsidiary of IndyMac Bank, F.S.B. Its address is 155   
North Lake Avenue, Pasadena, California 91101, and its telephone number is (800)
669-2300. The depositor will not have any business operations other than        
securitizing mortgage assets and related activities.                            

THE ISSUING ENTITY

  In connection with the issuance of the Notes, the depositor has formed
[           ] 200__ [ ], a [statutory] trust created under the laws of the State
of [Delaware] pursuant to a Trust Agreement dated [      ], 200[ ] among the    
Depositor, [       ], as Owner Trustee (the "Owner Trustee"), and [         ],  
as Trust Administrator (the "Trust Administrator"). We will file a final copy of
the Trust Agreement after the issuing entity issues the Notes. [               ]
200__ [ ] is referred to in this prospectus supplement as the "issuing entity"  
and is referred to in the prospectus as the "Trust" or the "Trust Fund." The    
Owner Trustee serves as trustee of the issuing entity and acts on behalf of the 
issuing entity as the issuing entity does not have any directors, officers or   
employees. The fiscal year end of the issuing entity is [December 31].          

    The issuing entity will pledge the Mortgage Loans and the related assets
acquired by the issuing entity on and after the Closing Date to the Indenture   
Trustee as security for the Notes pursuant to the Indenture, dated as of the    
Cut-off Date (the "Indenture" ), between the issuing entity, the Trust          
Administrator and the Indenture Trustee.                                        

The issuing entity's activities are limited to the transactions and 
activities entered into in connection with the securitization described in this 
prospectus supplement, and except for those activities, the issuing entity is   
not authorized and has no power to borrow money or issue debt, merge with       
another entity, reorganize, liquidate or sell assets or engage in any business  
or activities. Consequently, the issuing entity is not permitted to hold any    
assets, or incur any liabilities, other than those described in this prospectus 
supplement. The permissible activities of the issuing entity can only be amended
or modified by amending the Trust Agreement as described below under            
"Description of the Notes -- Amendment."                                        

   Since the issuing entity is a [statutory] trust, it may not be eligible
for relief under the federal bankruptcy laws, unless it can be characterized as 
a "business trust" for purposes of the federal bankruptcy laws. Bankruptcy      
courts look at various considerations in making this determination, so it is not
possible to predict with any certainty whether or not the issuing entity would  
be characterized as a "business trust."                                         

     The equity ownership in the issuing entity will be evidenced by the Owner
Trust Certificate. The holder of the Owner Trust Certificate, the Owner Trust   
Certificateholder, will, after all amounts due and owing to the Owner Trustee,  
and not otherwise paid, have been paid, be entitled to receive on each          
Distribution Date (1) any payments under the Corridor Contracts remaining on    
such Distribution Date after payment of Net Rate Carryover as described under   
"Description of the Notes -- Distributions -- Distributions from the Corridor   
Contracts" and (2) any remaining cash flow from Mortgage Loan collections after 
all principal and interest on the Notes and other expenses of the issuing entity
for such Distribution Date have been made. See "Description of the Notes -      
Distributions - Owner Trust Certificates."                                      

 THE INDENTURE TRUSTEE

      [Deutsche Bank National Trust Company] will be the indenture trustee under
the indenture. [Deutsche Bank National Trust Company] has significant experience
in acting as an indenture trustee in securitizations of mortgage loans in which 
its duties were comparable to those described in this prospectus supplement and 
the prospectus. The depositor and the Servicer may maintain other banking       
relationships in the ordinary course of business with [Deutsche Bank National   
Trust Company]. Offered notes may be surrendered at the offices designated by   
the indenture trustee from time to time for such purchases, which as of the     
closing date is of the                                                          

S-44

S-3
147th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 147th
indenture trustee located at DB Services Tennessee, 648 Grassmere Park Rd.,     
Nashville, TN 37211-3658, Attention: Transfer Unit, or at any other address the 
indenture trustee designates from time to time. Correspondence may be directed  
to the indenture trustee at its corporate trust office located at [1761 East St.
Andrew Place, Santa Ana, California 92705, Attention: Trust Administration      
IN[ ]. Noteholders may access monthly statements from the indenture trustee's   
website located at [https://www.tss.db.com/invr]. Noteholders may obtain        
assistance in operating the website by calling the indenture trustee's investor 
relations desk at [(800) 735-7777].                                             

In addition to the duties described elsewhere in this prospectus    
supplement and the prospectus, the indenture trustee will perform many services 
on behalf of the issuing entity pursuant to the indenture. The indenture trustee
will be responsible for (x) calculating and paying principal and interest       
distributions to each noteholder, (y) preparing and filing all income tax       
returns and (z) the preparation of monthly statements to noteholders.           

      The indenture trustee will be liable for its own grossly negligent action,
its own gross negligent failure to act or its own misconduct, its grossly       
negligent failure to perform its obligations in compliance with the indenture or
the sale and servicing agreement, or any liability that would be imposed by     
reason of [its willful misfeasance or bad faith. However, the indenture trustee 
will not be liable, individually or as indenture trustee,]                      

      o     for an error of judgment made in good faith by a responsible officer
      of the indenture trustee, unless it is finally proven that the
   indenture trustee was grossly negligent in ascertaining the
pertinent facts,                                        

      o     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
            Notes evidencing not less than 25% of the Voting Rights of the notes
           relating to the time, method and place of conducting any proceeding
            for any remedy available to the indenture trustee, or exercising any
     trust or power conferred upon the indenture trustee under the
indenture or the sale and servicing agreement,          

   o     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 the indenture or the sale and
servicing agreement, or                                 

      o     for any loss on any investment of funds pursuant to the indenture or
     the sale and servicing agreement (other than as issuer of the
investment security).                                   

     The indenture trustee may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, officer's certificate,    
certificate of auditors or any other certificate, statement, instrument,        
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties.                                                    

  The indenture trustee and any successor indenture trustee will, at all
times, be a corporation or association organized and doing business under the   
laws of a state or the United States of America, authorized under such laws to  
exercise corporate trust powers, having a combined capital and surplus of at    
least $50,000,000, subject to supervision or examination by federal or state    
authority and with a credit rating that would not cause any of the Rating       
Agencies to reduce their respective ratings of any Class of Notes [(without     
regard to the Class [ ] Policy, in the case of the Class [ ] Notes)] below the  
ratings issued on the closing date (or having provided security from time to    
time as is sufficient to avoid the reduction). If the indenture trustee no      
longer meets the foregoing requirements, the indenture trustee has agreed to    
resign immediately.                                                             

    The indenture trustee may at any time resign by giving written notice of
resignation to the depositor, the Servicer, each Rating Agency and the          
noteholders, not less than 60 days before the specified resignation date. The   
resignation shall not be effective until a successor indenture trustee has been 
appointed. If a successor indenture trustee has not been appointed within 30    
days after the indenture trustee gives notice of resignation, the resigning     
indenture trustee may petition any court of competent jurisdiction for the      
appointment of a successor indenture trustee.                                   

      The depositor or the Servicer may remove the indenture trustee and appoint
a successor indenture trustee if:                                               

S-45

S-3
148th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 148th
o     the indenture trustee ceases to meet the eligibility requirements         
 described above and fails to resign after written request to do so is
delivered to the indenture trustee by the depositor,                

o     the indenture trustee becomes incapable of acting, or is adjudged as      
   bankrupt or insolvent, or a receiver of the indenture trustee or of its
   property is appointed, or any public officer takes charge or control of
  the indenture trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, or                     

o     a tax is imposed with respect to the issuing entity by any state in which 
     the indenture trustee or the issuing entity is located, the imposition of
the tax would be avoided by the appointment of a different indenture
   trustee and the indenture trustee fails to indemnify the issuing entity
against the tax.                                                    

   In addition, the holders of Notes evidencing at least 51% of the Voting
Rights of each Class of Notes may at any time remove the indenture trustee and  
appoint a successor indenture trustee. Notice of any removal of the indenture   
trustee shall be given to each Rating Agency by the successor indenture trustee.
The party initiating the removal of a indenture trustee will bear any expense   
associated with the removal of the appointment of a new indenture trustee.      

    Any resignation or removal of the indenture trustee and appointment of a
successor indenture trustee pursuant to any of the provisions described above   
will become effective upon acceptance of appointment by the successor indenture 
trustee.                                                                        

      In carrying out the foregoing duties or any of its other obligations under
the Indenture, the Indenture Trustee will have the right of reimbursement on    
behalf of the issuing entity from funds in the Collection Account for all       
reasonable ordinary expenses incurred or made by it (including, without         
limitation, disbursements), and the right of indemnification against any and all
claim, loss, liability or expense (including, without limitation, attorneys'    
fees), in connection with the performance of its duties under any transaction   
agreement.                                                                      

    A successor indenture trustee will not be appointed unless the successor
indenture trustee meets the eligibility requirements described above and its    
appointment does not adversely affect the then -current ratings of the notes    
[(without regard to the Class [   ] Policy, in the case of the Class [   ]      
Notes)].                                                                        

 THE OWNER TRUSTEE

      [       ] will act, not in its individual capacity but solely as the Owner
Trustee, under the Trust Agreement. [Description of Owner Trustee to be inserted
upon identification of entity].                                                 

 [The Owner Trustee shall at all times be a corporation satisfying the
provisions of Section [3807(a) of the Delaware Trust Statute], authorized to    
exercise corporate powers, having a combined capital and surplus of at least    
$[   ] and subject to supervision or examination by Federal or state            
authorities, and having (or having a parent which has) a short-term debt rating 
of at least [ ] or the equivalent by, or which is otherwise acceptable to, the  
Rating Agencies.]                                                               

   The Owner Trustee may hold Notes in its own name or as pledgee. To meet
the legal requirements of certain jurisdictions, the Owner Trustee may appoint  
co-trustees or separate trustees of any part of the assets of the issuing entity
under the Trust Agreement. All rights and obligations conferred or imposed on   
the Owner Trustee by the Trust Agreement will be conferred or imposed on any    
separate trustee or co-trustee. In any jurisdiction in which the Owner Trustee  
is incompetent or unqualified to perform any act, the separate trustee or       
co-trustee will perform the act solely at the direction of the Owner Trustee.   

  The Owner Trustee may resign at any time on [ ] day's notice, in which
event the depositor must appoint a successor owner trustee. The depositor may   
also remove the Owner Trustee if it becomes legally unable to act or becomes    
insolvent. Any resignation or removal of the Owner Trustee and appointment of a 
successor will not become effective until acceptance of the appointment by the  
successor.                                                                      

S-46

S-3
149th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 149th
   The Owner Trustee has no duty to manage, make any payment on, register,
record, sell, dispose of, or otherwise deal with the trust estate, or to        
otherwise take or refrain from taking any action under any document contemplated
by the Trust Agreement, except as expressly provided by the trust agreement or  
in instructions received by the Owner Trustee pursuant to the Trust Agreement.  
The Owner Trustee will be required to perform only those duties specifically    
required of it under the Trust Agreement. The Owner Trustee will disburse all   
moneys actually received by it constituting part of the issuing entity pursuant 
the terms of the transaction documents, and it will not be accountable under the
Trust Agreement or any other transaction document except (i) for its own willful
misconduct or gross negligence or (ii) for the inaccuracy of certain            
representations and warranties in the Trust Agreement.                          

 THE TRUST ADMINISTRATOR

     [       ] will act as the Trust Administrator (the "Trust Administrator")
under the Trust Agreement. [Description of Trust Administrator to be inserted   
upon identification of entity] The Trust Administrator will perform on behalf of
the Owner Trustee and the issuing entity certain administrative functions       
required under the Trust Agreement, the Indenture and the Sale and Servicing    
Agreement. The administrative functions include the preparation of notices to be
delivered by the issuing entity pursuant to the transaction documents, providing
all customary tax reports to Noteholders related to their investment and        
preparing and filing the issuing entity's tax information returns.]             

  The Trust Administrator may resign at any time on [ ] day's notice, in
which event the issuing entity must appoint a successor Trust Administrator in  
accordance with the Trust Agreement. The issuing entity may also remove the     
Trust Administrator if it shall default in the performance of any of its duties 
under the Sale and Servicing Agreement and, after notice of such default, has   
failed to cure the default within [ten] days (or, if such default cannot be     
cured in such time, shall not give within [ten] days such assurance of cure as  
shall be reasonably satisfactory to the issuing entity; or certain events       
related to the insolvency or bankruptcy of the Trust Administrator. Any         
resignation or removal of the Trust Administrator will not become effective a   
successor Trust Administrator is appointed. [The appointment of any successor   
Trust Administrator shall be effective only after receipt of a letter from each 
Rating Agency to the effect that such proposed appointment will not cause a     
reduction or withdrawal of the then current ratings of the Notes.]              

      In carrying out the foregoing duties or any of its other obligations under
the Sale and Servicing Agreement, the Trust Administrator will be subject to the
same standard of care and have the same rights, indemnifications and immunities 
as the Indenture Trustee under the Indenture, including, without limitation, the
right to reimbursement and indemnification on behalf of the issuing entity from 
funds in the Collection Account for all losses, costs and expenses of any kind  
or nature (including without limitation attorneys' fees and disbursements)      
incurred by the Trust Administrator in connection with the performance of its   
duties under the Sale and Servicing Agreement or any other transaction          
agreement.                                                                      

THE CAP COUNTERPARTY

     [ ] is the cap counterparty. It is organized as a [ ] under the laws of [
]. [To be inserted: a description of the general character of the business of   
the cap counterparty.]                                                          

  The long-term credit rating assigned to the cap counterparty by S&P is
currently "[ ]" and by Moody's is currently "[ ]." The short-term credit rating 
assigned to the cap counterparty by S&P is currently "[ ]" and by Moody's is    
currently "[ ]."                                                                

     Upon the occurrence of an event of default or termination event specified
in the yield maintenance agreement, the yield maintenance agreement may be      
replaced with a replacement yield maintenance agreement as described in this    
prospectus supplement under "[ ]."                                              

      [Based upon a reasonable good faith estimate of maximum probable exposure,
the significance percentage of the yield maintenance agreement is less than     
10%].                                                                           

S-47

S-3
150th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 150th
[THE NOTE GUARANTY INSURANCE POLICY AND THE NOTE INSURER

      [To be inserted by the Note Insurer: disclosure about the Note Insurer and
Note Guaranty Insurance Policy as required by item 1114 of Regulation AB]       

DESCRIPTION OF THE NOTES

General                                                                         

      The Notes will be issued pursuant to the Indenture. We summarize below the
material terms and provisions pursuant to which the Notes will be issued. The   
summaries are subject to, and are qualified in their entirety by reference to,  
the provisions of the Indenture and the Sale and Servicing Agreement. When      
particular provisions or terms used in the Indenture or the Sale and Servicing  
Agreement are referred to, the actual provisions (including definitions of      
terms) are incorporated by reference. We will file a final copy of the Indenture
and the Sale and Servicing Agreement after the issuing entity issues the Notes. 

The IndyMac MBS, Inc., Mortgage Backed Notes, Series 200[ ]-[ ] (the
"Notes") will consist of: [Class AF-1A], [Class AF-1B], [Class AF-2], [Class    
AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class MF-1],  
[Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class    
MF-7], [Class MF-8], [Class BF], [Class 2-AV-1], [Class 2-AV-2]; [Class 3-AV-1],
[Class 3-AV-2], [Class 3-AV-3], [Class 3-AV-4], [Class MV-1], [Class MV-2],     
[Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7], [Class    
MV-8], [Class BV], [Class PF] and [Class PV] Notes.                             

When describing the Notes in this prospectus supplement we use the  
following terms:                                                                

                                                        [Enlarge/Download Table]

              Designation                                                  Class of Notes                                      
------------------------------------  -----------------------------------------------------------------------------------------
                                                                                                                               
[Class AF-1] Notes:                   [Class AF-1A] and [Class AF-1B] Notes                                                    

[Class AF-5] Notes:                   [Class AF-5A] and [Class AF-5B] Notes                                                    

[Class                                AF] Notes: [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4],       
                                      [Class AF-5A], [Class AF-5B] and [Class AF-6] Notes                                      

[Fixed Rate] Subordinate Notes:       [Class MF-1], [Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6],      
                                      [Class MF-7], [Class MF-8] and [Class BF] Notes                                          

[Class 2-AV] Notes:                   [Class 2-AV-1] and  [Class 2-AV-2] Notes                                                 

[Class 3-AV] Notes:                   [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and [Class 3-AV-4] Notes                  

[Class AV] Notes:                     [Class 2-AV] and [Class 3-AV] Notes                                                      

[Adjustable Rate] Subordinate Notes:  [Class MV-1], [Class MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6],      
                                      [Class MV-7], [Class MV-8] and [Class BV] Notes                                          

Senior Notes:                         [Class AF] and [Class AV] Notes                                                          

Subordinate Notes:                    [Fixed Rate] Subordinate Notes, [Adjustable Rate] Subordinate Notes and [Class BV] Notes 

[Fixed Rate] Notes:                   [Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B]    
                                      and [Class AF-6] Notes and [Fixed Rate] Subordinate Notes                                

[Adjustable Rate] Notes:              [Class AF-1A] and [Class AV] Notes and [Adjustable Rate] Subordinate Notes               

Offered Notes:                        Senior Notes and the Subordinate Notes                                                   

S-48

S-3
151st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 151st
The Notes are generally referred to as the following types:                     

                                                        [Enlarge/Download Table]

                                        Class                                          Type              
------------------------------------------------------------------------  -------------------------------
                                                                                                         
[Class AF-1A] Notes:                                                      Senior/Adjustable Rate         

[Class AF-1B], [Class AF-2], [Class AF-3], [Class AF-4] and [Class AF-5]                                 
  Notes:                                                                  Senior/Fixed Rate              

[Class AF-6] Notes:                                                       Senior/Fixed Rate/NAS          

[Fixed Rate] Subordinate Notes:                                           Subordinate/Fixed Rate         

[Class 2-AV-1] and [Class 3-AV] Notes:                                    Senior/Adjustable Rate         

[Class 2-AV-2] Notes:                                                     Senior Support/Adjustable Rate 

[Adjustable Rate] Subordinate Notes:                                      Subordinate/Adjustable Rate    

[Class PF] and [Class PV] Notes:                                          Prepayment Charges             

Generally:                                                          

     o     distributions of principal and interest on the [Class AF] Notes and
   the [Fixed Rate Subordinate Notes] will be based on amounts
           available for distribution in respect of the Mortgage Loans in Loan
Group [1];                                              

   o     distributions of principal and interest on the [Class 2-AV] Notes
         will be based on amounts available for distribution in respect of
the Mortgage Loans in Loan Group [2];                   

   o     distributions of principal and interest on the [Class 3-AV] Notes
         will be based on amounts available for distribution in respect of
the Mortgage Loans in Loan Group [3];                   

 o     distributions of principal and interest on the [Adjustable Rate
 Subordinate Notes] will be based on amounts available for
           distribution in respect of the Mortgage Loans in Loan Group [2] and
Loan Group [3];                                         

      o     distributions on the [Class PF] Notes, to the extent provided in the
            Sale and Servicing Agreement, will be based on amounts available for
            distribution in respect of the Mortgage Loans in Loan Group [1]; and

      o     distributions on the [Class PV] Notes, to the extent provided in the
            Sale and Servicing Agreement, will be based on amounts available for
           distribution in respect of the Mortgage Loans in Loan Group [2] and
Loan Group [3].                                         

Denominations                                                                   

     The Offered Notes will be issued in book-entry form as described below in
minimum dollar denominations of $[20,000] and integral multiples of $[1,000] in 
excess thereof.                                                                 

Book-Entry Notes                                                                

The Offered Notes will be book-entry notes (the "Book-Entry Notes").
Persons acquiring beneficial ownership interests in the Book-Entry Notes ("Note 
Owners") may elect to hold their Book-Entry Notes through the Depository Trust  
Company ("DTC") in the United States, or Clearstream, Luxembourg or the         
Euroclear System ("Euroclear"), in Europe, if they are participants of these    
systems, or indirectly through organizations which are participants in these    
systems. Each class of Book-Entry Notes will be issued in one or more notes     
which equal the aggregate note principal balance of the applicable class of the 
Book-Entry Notes and will initially be registered in the name of Cede & Co., the
nominee of DTC. Beneficial interests in the Book-Entry Notes may be held in     
minimum denominations representing Note Principal Balances of $[20,000] and     
integral multiples of $[1,000] in                                               

S-49

S-3
152nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 152nd
excess thereof. Except as set forth under "Description of the                   
Securities--Book-Entry Registration of the Securities" in the prospectus, no    
person acquiring a beneficial ownership interest in a Book-Entry Note (each, a  
"beneficial owner") will be entitled to receive a physical note representing the
person's beneficial ownership interest in the Book-Entry Note (a "Definitive    
Note"). Unless and until Definitive Notes are issued, it is anticipated that the
only noteholder of the Book-Entry Notes will be Cede & Co., as nominee of DTC.  
Note Owners will not be noteholders as that term is used in the Sale and        
Servicing Agreement. Note Owners are only permitted to exercise their rights    
indirectly through the participating organizations that utilize the services of 
DTC, including securities brokers and dealers, banks and trust companies and    
clearing corporations and certain other organizations ("Participants") and DTC. 
See "Description of the Securities--Book-Entry Registration of the Securities"  
in the prospectus.                                                              

Glossary of Terms                                                               

  The following terms have the meanings shown below to help describe the
cash flow on the Notes. The definitions are organized based on the context in   
which they are most frequently used. However, certain definitions may be used in
multiple contexts.                                                              

General Definitions.                                                

     "Adjusted Net Mortgage Rate" with respect to each Mortgage Loan means the
Mortgage Rate less the related Expense Fee Rate.                                

"Business Day" is any day other than:                               

(1)   A Saturday or Sunday or                           

            (2) A day on which the [Class AF-5B] Insurer or banking institutions
    in the state of New York or California are required or authorized by law
to be closed.                                                       

      "Distribution Date" means the [ ]th day of each month, or if the [ ]th day
is not a Business Day, on the first Business Day thereafter, commencing in [ ]  
200[ ].                                                                         

"Due Period" means with respect to any Distribution Date, the period
beginning on the [second] day of the calendar month preceding the calendar month
in which the Distribution Date occurs and ending on the [first day] of the month
in which the Distribution Date occurs.                                          

  "Excess Proceeds" with respect to a liquidated Mortgage Loan means the
amount, if any, by which the sum of any Liquidation Proceeds and Subsequent     
Recoveries exceed the sum of (i) the unpaid principal balance of the Mortgage   
Loan plus (ii) accrued interest on the Mortgage Loan at the Mortgage Rate during
each Due Period as to which interest was not paid or advanced on the Mortgage   
Loan.                                                                           

     "Final Recovery Determination" means a determination by the Servicer that
it has received all proceeds it expects to receive with respect to the          
liquidation of a Mortgage Loan.                                                 

    "Insurance Proceeds" means all proceeds of any insurance policy received
prior to a Final Recovery Determination (to the extent that the proceeds are not
applied to the restoration of the property or released to the mortgagor in      
accordance with the Servicer's normal servicing procedures), other than proceeds
that represent reimbursement of the Servicer's costs and expenses incurred in   
connection with presenting claims under the related insurance policy.           

 "Liquidation Proceeds" means any Insurance Proceeds and all other net
proceeds received prior to a Final Recovery Determination in connection with the
partial or complete liquidation of a Mortgage Loan (whether through Indenture   
Trustee's sale, foreclosure sale or otherwise) or in connection with any        
condemnation or partial release of the related Mortgaged Property, together with
the net proceeds received prior to a Final Recovery Determination with respect  
to any Mortgaged Property acquired by the Servicer by foreclosure or deed in    
lieu of foreclosure in                                                          

S-50

S-3
153rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 153rd
connection with a defaulted Mortgage Loan (other than the amount of the net     
proceeds representing Excess Proceeds and net of reimbursable expenses).        

"Note Principal Balance" means for any class of Notes, the aggregate
outstanding principal balance of all Notes of the class, less:                  

          (1) all amounts previously distributed to holders of Notes of that
      class as scheduled and unscheduled payments of principal, including in the
case of the [Class AF-5B] Notes, any payments of principal under the
[Class AF-5B] Policy; and                                           

      (2) in the case of a class of Subordinate Notes and the [Class
    2-AV-2] Notes, the Applied Realized Loss Amounts allocated to the class,
     however, if Applied Realized Loss Amounts have been allocated to the Note
     Principal Balance of any class of Subordinate Notes or the [Class 2-AV-2]
Notes, the Note Principal Balance thereof will be increased on each 
    Distribution Date after the allocation of Applied Realized Loss Amounts,
    sequentially by class in the order of payment priority, by the amount of
      Subsequent Recoveries for the related Loan Group or Loan Groups, collected
      during the related Due Period (if any) (but not by more than the amount of
the Unpaid Realized Loss Amount for the class).                     

      After any allocation of amounts in respect of Subsequent Recoveries to the
Note Principal Balance of a class of Subordinate Notes or the [Class 2-AV-2]    
Notes, a corresponding decrease will be made on the Distribution Date to the    
Unpaid Realized Loss Amount for that class or classes. Although Subsequent      
Recoveries, if any, will be allocated to increase the Note Principal Balance of 
a class of Subordinate Notes and the [Class 2-AV-2] Notes, the Subsequent       
Recoveries will be included in the applicable Principal Remittance Amount and   
distributed in the priority set forth below under                               
"--Distributions--Distributions of Principal." Therefore these Subsequent       
Recoveries may not be used to make any principal payments on the class or       
classes of Notes for which the Note Principal Balances have been increased by   
allocation of Subsequent Recoveries. Additionally, holders of these Notes will  
not be entitled to any payment in respect of interest that would have accrued on
the amount of the increase in Note Principal Balance for any Accrual Period     
preceding the Distribution Date on which the increase occurs.                   

    Exclusively for the purpose of determining any subrogation rights of the
[Class AF-5B] Insurer under the Sale and Servicing Agreement, the "Note         
Principal Balance" of the [Class AF-5B] Notes is not reduced by the amount of   
any payments made by the [Class AF-5B] Insurer in respect of principal on the   
[Class AF-5B] Notes under the [Class AF-5B] Policy, except to the extent that   
the payment has been reimbursed to the [Class AF-5B] Insurer pursuant to the    
provisions of the Sale and Servicing Agreement.                                 

"Percentage Interest" with respect to any Note, means the percentage
derived by dividing the denomination of the Note by the aggregate denominations 
of all Notes of the applicable class.                                           

"Record Date" means:                                                

         (1) in the case of the [Adjustable Rate Notes], the [Business Day
   immediately preceding the Distribution Date, unless the Adjustable-Rate
    Notes are no longer book-entry notes, in which case the Record Date will
be the last Business Day of the month preceding the month of the    
Distribution Date], and                                             

            (2) in the case of the [Fixed Rate Notes], the [last Business Day of
the month preceding the month of the Distribution Date].            

"Subsequent Recoveries" means, with respect to any Mortgage Loan in 
respect of which a Realized Loss was incurred, any proceeds of the type         
described in the definitions of "Insurance Proceeds" and "Liquidation Proceeds" 
received in respect of the Mortgage Loan after a Final Recovery Determination   
(other than the amount of the net proceeds representing Excess Proceeds and net 
of reimbursable expenses).                                                      

Definitions related to Interest Calculations and Distributions.     

S-51

S-3
154th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 154th
"Accrual Period" for any Distribution Date and the [Adjustable Rate 
Notes], means the period from and including the preceding Distribution Date (or 
from and including the Closing Date in the case of the first Distribution Date) 
to and including the day prior to the current Distribution Date, and for the    
[Fixed Rate Notes], means the calendar month immediately preceding the month in 
which the Distribution Date occurs.                                             

["[Class AF-5B] Policy Premium Rate" means a rate equal to [ ]% per 
annum.]                                                                         

    ["[Class AF-5B] Premium" means for any Distribution Date the fee payable
to the [Class AF-5B] Insurer in respect of its services as [Class AF-5B] Insurer
that accrues at the [Class AF-5B] Policy Premium Rate for the [Class AF-5B]     
Notes on a balance equal to [the Note Principal Balance of the [Class AF-5B]    
Notes immediately prior to the Distribution Date.] [The [Class AF-5B] Premium   
shall be computed on the basis of a 360-day year consisting of twelve 30-day    
months.]                                                                        

["[Class AF-5B] Reimbursement Amount" means, with respect to any    
Distribution Date, (i) all Insured Payments paid by the [Class AF-5B] Insurer,  
but for which the [Class AF-5B] Insurer has not been reimbursed prior to the    
Distribution Date, plus (ii) interest accrued on the Insured Payments not       
previously repaid calculated at the Late Payment Rate.]                         

   "Current Interest" with respect to each class of interest-bearing notes
and each Distribution Date means the interest accrued at the Interest Rate for  
the applicable Accrual Period on the Note Principal Balance of the class        
immediately prior to the Distribution Date.                                     

     "Expense Fee Rate" with respect to each Mortgage Loan is equal to the sum
of the Servicing Fee Rate and the Indenture Trustee Fee Rate.                   

"Indenture Trustee Fee Rate" means a rate equal to [ ]% per annum.  

"Interest Carry Forward Amount" with respect to [each class of      
interest-bearing notes] and each Distribution Date means the excess of:         

        (a) Current Interest for the class with respect to prior Payment
Dates over                                                          

        (b) the amount actually distributed to the class with respect to
interest on prior Payment Dates.                                    

    "Interest Determination Date" means for the [Adjustable Rate Notes], the
[second LIBOR Business Day] preceding the commencement of each Accrual Period.  

    ["Interest Funds" means for any Loan Group and any Distribution Date (1)
the Interest Remittance Amount for that Loan Group and the Distribution Date,   
less (2) the portion of the Indenture Trustee Fee allocable to that Loan Group  
for the Distribution Date.]                                                     

 "Interest Margin" for each class of [Adjustable Rate Notes] means the
following:                                                                      

                                        (1)            (2)
                                        ----------    ----------
[Class AF-1A].....................                          
[Class 2-AV-1]....................                          
[Class 2-AV-2]....................                          
[Class 3-AV-1]....................                          
[Class 3-AV-2]....................                          
[Class 3-AV-3]....................                          
[Class 3-AV-4]....................                          
[Class MV-1]......................                          
[Class MV-2]......................                          
[Class MV-3]......................                          

S-52

S-3
155th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 155th
[Class MV-4]......................                          
[Class MV-5]......................                          
[Class MV-6]......................                          
[Class MV-7]......................                          
[Class MV-8]......................                          
[Class BV]........................                          
________                                                                        
(1)   For any Accrual Period relating to any Distribution Date occurring on or  
prior to the Optional Termination Date.                             

(2)   For any Accrual Period relating to any Distribution Date occurring after  
the Optional Termination Date.                                      

 "Interest Rate" with respect to each Accrual Period and each class of
[Adjustable Rate Notes] means a per annum rate equal to the lesser of:          

   (1) [One-Month LIBOR] for the Accrual Period (calculated as
described below under "-- Calculation of One-Month LIBOR") plus the 
Interest Margin for the class and Accrual Period, and               

          (2) the applicable Net Rate Cap for the related Distribution Date.

   "Interest Rate" with respect to each Accrual Period and the [Fixed Rate
Notes] means a per annum rate equal to the lesser of:                           

         (1) the per annum fixed rate for the class and the Accrual Period
     set forth in the summary of this prospectus supplement under "Description
of the Notes -- General" and                                        

          (2) the applicable Net Rate Cap for the related Distribution Date.

   ["Interest Remittance Amount" means with respect to each Loan Group and
any Distribution Date:                                                          

(a) the sum, without duplication, of:                   

               (1) all scheduled interest collected during the related Due
         Period (other than Credit Comeback Excess Amounts (if any)), less
the related Servicing Fees,                             

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

(3) all Advances relating to interest,      

(4) all Compensating Interest,              

                 (5) all Liquidation Proceeds collected during the related Due
     Period (to the extent that the Liquidation Proceeds relate to
interest), and                                          

         (6) [any Seller Shortfall Interest Requirement], less

  (b) all Advances relating to interest and certain expenses
reimbursed during the related Due Period,                           

in each case with respect to the Mortgage Loans in the Loan Group.]             

   "LIBOR Business Day" means a day on which banks are open for dealing in
foreign currency and exchange in London and New York City.                      

["Net Rate Cap" for each Distribution Date means:                   

S-53

S-3
156th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 156th
     (i) with respect to each class of [Class AF] Notes (other than the [Class
AF-5B] Notes) and each class of [Fixed Rate Subordinate Notes], the weighted    
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group [1] for  
the Distribution Date ]adjusted, in the case of the [Class AF-1A] Notes only, to
an effective rate reflecting the calculation of interest on the basis of the    
actual number of days elapsed during the related Accrual Period and a 360-day   
year],                                                                          

(ii) with respect to the [Class AF-5B] Notes, the Net Rate Cap with 
respect to the [Class AF] Notes less the [Class AF-5B] Policy Premium Rate,     

(iii) with respect to each class of [Class 2-AV] Notes, the weighted
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group [2] for  
the Distribution Date, [adjusted to an effective rate reflecting the calculation
of interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year],                                             

(iv) with respect to each class of [Class 3-AV] Notes, the weighted 
average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan Group [3] for  
the Distribution Date, [adjusted to an effective rate reflecting the calculation
of interest on the basis of the actual number of days elapsed during the related
Accrual Period and a 360-day year], and                                         

      (v) with respect to each class of [Adjustable Rate Subordinate Notes], the
weighted average of (a) the weighted average Adjusted Net Mortgage Rate of the  
Mortgage Loans in Loan Group [2] for the Distribution Date (weighted by an      
amount equal to the positive difference (if any) of the sum of the aggregate    
Stated Principal Balance of the Mortgage Loans in Loan Group [2] and the amount 
on deposit in the Pre-Funding Account in respect of Loan Group [2] over the     
outstanding aggregate Note Principal Balance of the [Class 2-AV] Notes) and (b) 
the weighted average Adjusted Net Mortgage Rate of the Mortgage Loans in Loan   
Group [3] for the Distribution Date (weighted by an amount equal to the positive
difference (if any) of the sum of the aggregate Stated Principal Balance of the 
Mortgage Loans in Loan Group [3] and the amount on deposit in the Pre-Funding   
Account in respect of Loan Group [3] over the outstanding aggregate Note        
Principal Balance of the [Class 3-AV] Notes), [adjusted to an effective rate    
reflecting the calculation of interest on the basis of the actual number of days
elapsed during the related Accrual Period and a 360-day year].]                 

["Net Rate Carryover" for a class of interest-bearing notes on any  
Distribution Date means the excess of:                                          

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

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

plus the unpaid portion of this excess from prior Payment Dates (and
interest accrued thereon at the then applicable Interest Rate, without giving   
effect to the applicable Net Rate Cap). Any Net Rate Carryover for the [Class   
AF-5B] Notes will not be covered by the [Class AF-5B] Policy.]                  

"Reference Bank Rate" with respect to any Accrual Period means the  
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of
[0.03125%]) of the offered rates for United States dollar deposits for [one     
month] that are quoted by the Reference Banks as of [11:00 a.m.], New York City 
time, on the related Interest Determination Date to prime banks in the London   
interbank market for a period of [one month] in amounts approximately equal to  
the aggregate Note Principal Balance of all the [Adjustable Rate Notes] for the 
Accrual Period, provided that at least two Reference Banks provide the rate. If 
fewer than two offered rates appear, the Reference Bank Rate will be the        
arithmetic mean (rounded upwards, if necessary, to the nearest whole multiple of
[0.03125%]) of the rates quoted by one or more major banks in New York City,    
selected by the Indenture Trustee, as of [11:00 a.m.], New York City time, on   
that date for loans in U.S. dollars to leading European banks for a period of   
[one month] in amounts approximately equal to the aggregate Note Principal      
Balance of all the [Adjustable Rate Notes] for the Accrual Period.              

S-54

S-3
157th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 157th
      "Reference Banks" means leading banks selected by the Indenture Trustee in
consultation with the Servicer and engaged in transactions in Eurodollar        
deposits in the international Eurocurrency market:                              

(1) with an established place of business in London,    

           (2) which have been designated as a Reference Bank by the Indenture
Trustee and                                                         

     (3) which are not controlling, controlled by, or under common
    control with, the Depositor, IndyMac Bank, the Servicer or any successor
Servicer.                                                           

 ["Seller Shortfall Interest Requirement" with respect to the Servicer
Advance Date in each of [ ] 200[ ], [ ] 200[ ] and [ ] 200[ ] means the sum of: 

           (a) the product of (1) the excess of the aggregate Stated Principal
Balance for the Distribution Date of all the Mortgage Loans in the  
    Mortgage Pool (including the Subsequent Mortgage Loans, if any) owned by
   the issuing entity at the beginning of the related Due Period, over the
aggregate Stated Principal Balance for the Distribution Date of the 
      Mortgage Loans (including the Subsequent Mortgage Loans, if any) that have
    a scheduled payment of interest due in the related Due Period, and (2) a
      fraction, the numerator of which is the weighted average Net Mortgage Rate
    of all the Mortgage Loans in the Mortgage Pool (including the Subsequent
  Mortgage Loans, if any) (weighted on the basis of the Stated Principal
    Balances thereof for the Distribution Date) and the denominator of which
is 12; and                                                          

(b) the lesser of:                                      

       (i) the product of (1) the amount on deposit in the
           Pre-Funding Account at the beginning of the related Due Period, and
          (2) a fraction, the numerator of which is the weighted average Net
          Mortgage Rate of the Mortgage Loans (including Subsequent Mortgage
          Loans, if any) owned by the issuing entity at the beginning of the
         related Due Period (weighted on the basis of the Stated Principal
          Balances thereof for the Distribution Date) and the denominator of
which is 12; and                                        

               (ii) the excess of (x) the sum of (1) the amount of Current
         Interest and Interest Carry Forward Amount due and payable on the
            [Class AF] and [Class AV] Notes and the [Fixed Rate] and [Adjustable
     Rate Subordinate Notes] for the Distribution Date and (2) the
         monthly premium for the [Class AF-5B] Policy for the Distribution
          Date over (y) Interest Funds available to pay (1) Current Interest
          and the Interest Carry Forward Amount on the [Class AF] and [Class
       AV] Notes and the [Fixed Rate] and [Adjustable Rate Subordinate
            Notes] for the Distribution Date and (2) the monthly premium for the
           [Class AF-5B] Policy for the Distribution Date (after giving effect
          to the addition of any amounts in clause (a) of this definition of
       Seller Shortfall Interest Requirement to Interest Funds for the
Distribution Date).]                                    

Definitions related to Principal Calculations and Distributions.    

["Adjustable Rate Cumulative Loss Trigger Event" with respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date, an Adjustable  
Rate Cumulative Loss Trigger Event occurs if (x) the aggregate amount of        
Realized Losses on the Mortgage Loans in Loan Group [2] and Loan Group [3] from 
the Cut-off Date for each Mortgage Loan in Loan Group [2] and Loan Group [3] to 
(and including) the last day of the related Due Period (reduced by the aggregate
amount of any Subsequent Recoveries related to Loan Group [2] and Loan Group [3]
received through the last day of that Due Period) exceeds (y) the applicable    
percentage, for the Distribution Date, of the sum of the aggregate Initial      
Cut-off Date Principal Balance of the Initial Mortgage Loans in Loan Group [2]  
and Loan Group [3] and the original Pre-Funded Amount in respect of Loan Group  
[2] and Loan Group [3], as set forth below:                                     

                                                        [Enlarge/Download Table]

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

                                                                                                     
[     ] 200[   ] -- [        ] 200[   ]................ [      ]% with respect to [      ] 200[   ], 

                                      S-55                                                           

S-3
158th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 158th

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

                                                                                                     
                                                        plus an additional 1/12th of [    ]% for each
                                                        month thereafter through [      ] 200[   ]   
[     ] 200[   ] -- [        ] 200[   ]................ [      ]% with respect to [      ] 200[   ], 
                                                        plus an additional 1/12th of [    ]% for each
                                                        month thereafter through [      ] 200[   ]   
[     ] 200[   ] -- [        ] 200[   ]................ [      ]% with respect to [      ] 200[   ], 
                                                        plus an additional 1/12th of [    ]% for each
                                                        month thereafter through [      ] 200[   ]   
[     ] 200[   ] and thereafter........................ [      ]%                                    

["Adjustable Rate Delinquency Trigger Event" with respect to any    
Distribution Date on or after the Adjustable Rate Stepdown Date, an Adjustable  
Rate Delinquency Trigger Event exists if the Rolling Sixty-Day Delinquency Rate 
for the outstanding Mortgage Loans in Loan Group [2] and Loan Group [3] equals  
or exceeds the product of [ ]% and the Adjustable Rate Senior Enhancement       
Percentage for the Distribution Date.]                                          

   ["Adjustable Rate OC Floor" means an amount equal to [ ]% of the sum of
the aggregate Initial Cut-off Date Principal Balance of the Initial Mortgage    
Loans in Loan Group [2] and Loan Group [3] and the original Pre-Funded Amount in
respect of Loan Group [2] and Loan Group [3].]                                  

      ["Adjustable Rate Overcollateralization Deficiency Amount" with respect to
any Distribution Date means the amount, if any, by which the Adjustable Rate    
Overcollateralization Target Amount exceeds the Adjustable Rate                 
Overcollateralized Amount on the Distribution Date (after giving effect to      
distributions in respect of the Principal Remittance Amount for Loan Group [2]  
and Loan Group [3] on the Distribution Date).]                                  

      ["Adjustable Rate Overcollateralization Target Amount" with respect to any
Distribution Date means (a) prior to the Adjustable Rate Stepdown Date, an      
amount equal to [ ]% of the sum of the aggregate Initial Cut-off Date Principal 
Balance of the Initial Mortgage Loans in Loan Group [2] and Loan Group [3] and  
the original Pre-Funded Amount in respect of Loan Group [2] and Loan Group [3]  
and (b) on or after the Adjustable Rate Stepdown Date, the greater of (i) an    
amount equal to [ ]% of the aggregate Stated Principal Balance of the Mortgage  
Loans in Loan Group [2] and Loan Group [3] for the current Distribution Date and
(ii) the Adjustable Rate OC Floor; provided, however, that if an Adjustable Rate
Trigger Event is in effect on any Distribution Date, the Adjustable Rate        
Overcollateralization Target Amount will be the Adjustable Rate                 
Overcollateralization Target Amount as in effect for the prior Distribution     
Date.]                                                                          

  ["Adjustable Rate Overcollateralized Amount" for any Distribution Date
means the amount, if any, by which (x) the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group [2] and Loan Group [3] for the      
Distribution Date and any amount on deposit in the Pre-Funding Account in       
respect of Loan Group [2] and Loan Group [3] on the Distribution Date exceeds   
(y) the sum of the aggregate Note Principal Balance of the [Class AV] Notes and 
the [Adjustable Rate Subordinate Notes] as of the Distribution Date (after      
giving effect to distributions of the Principal Remittance Amount for Loan Group
[2] and Loan Group [3] to be made on the Distribution Date).]                   

["Adjustable Rate Stepdown Date" means the later to occur of (x) the
Distribution Date in [ ] 200[ ] and (y) the first Distribution Date on which the
aggregate Note Principal Balance of the [Class AV] Notes (after calculating     
anticipated distributions on the Distribution Date) is less than or equal to [  
]% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
[2] and Loan Group [3] for the Distribution Date.]                              

["Adjustable Rate Senior Enhancement Percentage" with respect to any
Distribution Date on or after the Adjustable Rate Stepdown Date means a fraction
(expressed as a percentage):                                                    

(1) the numerator of which is the excess of:            

S-56

S-3
159th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 159th
              (a) the aggregate Stated Principal Balance of the Mortgage
    Loans in Loan Group [2] and Loan Group [3] for the preceding
Distribution Date over                                  

                (b) (i) before the Note Principal Balances of the [Class AV]
      Notes have been reduced to zero, the sum of the Note Principal
          Balances of the [Class AV] Notes, or (ii) after the Note Principal
            Balances of the [Class AV] Notes have been reduced to zero, the Note
      Principal Balance of the most senior class of [Adjustable Rate
            Subordinate Notes] outstanding, as of the preceding Servicer Advance
Date, and                                               

      (2) the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans in Loan Group [2] and Loan Group [3] for the
preceding Distribution Date.]                                       

      ["Adjustable Rate Subordinate Class Principal Distribution Amount" for any
class of [Adjustable Rate Subordinate Notes] and Distribution Date means the    
excess of:                                                                      

(1) the sum of:                                         

              (a) the aggregate Note Principal Balance of the [Class AV]
       Notes (after taking into account distribution of the [Class AV]
        Principal Distribution Target Amount for the Distribution Date),

                (b) the aggregate Note Principal Balance of any class(es) of
          [Adjustable Rate Subordinate Notes] that are senior to the subject
          class (in each case, after taking into account distribution of the
          Adjustable Rate Subordinate Class Principal Distribution Amount(s)
         for the senior class(es) of Notes for the Distribution Date), and

          (c) the Note Principal Balance of the subject class of
    [Adjustable Rate Subordinate Notes] immediately prior to the
Distribution Date over                                  

        (2) the lesser of (a) the product of (x) 100% minus the Stepdown
      Target Subordination Percentage for the subject class of Notes and (y) the
      aggregate Stated Principal Balance of the Mortgage Loans in Loan Group [2]
     and Loan Group [3] for the Distribution Date and (b) the aggregate Stated
    Principal Balance of the Mortgage Loans in Loan Group [2] and Loan Group
[3] for the Distribution Date minus the Adjustable Rate OC Floor;   

provided, however, that if a class of [Adjustable Rate Subordinate Notes] is the
only class of [Adjustable Rate Subordinate Notes] outstanding on the            
Distribution Date, that class will be entitled to receive the entire remaining  
Principal Distribution Amount for Loan Group [2] and Loan Group [3] until the   
Note Principal Balance thereof is reduced to zero.]                             

     ["Adjustable Rate Trigger Event" with respect to any Distribution Date on
or after the Adjustable Rate Stepdown Date means either an Adjustable Rate      
Delinquency Trigger Event with respect to that Distribution Date or an          
Adjustable Rate Cumulative Loss Trigger Event with respect to that Distribution 
Date.]                                                                          

 ["[Class AF] Principal Distribution Amount" for any Distribution Date
means the excess of:                                                            

        (1) the aggregate Note Principal Balance of the [Class AF] Notes
immediately prior to the Distribution Date, over                    

            (2) the lesser of (i) [ ]% of the aggregate Stated Principal Balance
      of the Mortgage Loans in Loan Group [1] for the Distribution Date and (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
[1] for the Distribution Date minus the Fixed Rate OC Floor.]       

["[Class AV] Principal Distribution Allocation Amount" means for any
Distribution Date, (a) in the case of the [Class 2-AV] Notes, the [Class 2-AV]  
Principal Distribution Amount and (b) in the case of the [Class 3-AV] Notes, the
[Class 3-AV] Principal Distribution Amount.]                                    

S-57

S-3
160th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 160th
   ["[Class AV] Principal Distribution Target Amount" for any Distribution
Date means the excess of:                                                       

        (1) the aggregate Note Principal Balance of the [Class AV] Notes
immediately prior to the Distribution Date, over                    

            (2) the lesser of (i) [ ]% of the aggregate Stated Principal Balance
of the Mortgage Loans in Loan Group [2] and Loan Group [3] for the  
    Distribution Date and (ii) the aggregate Stated Principal Balance of the
    Mortgage Loans in Loan Group [2] and Loan Group [3] for the Distribution
Date minus the Adjustable Rate OC Floor.]                           

   ["[Class 2-AV] Principal Distribution Amount" for any Distribution Date
means the product of (x) the [Class AV] Principal Distribution Target Amount and
(y) a fraction, the numerator of which is the [Class 2-AV] Principal            
Distribution Target Amount and the denominator of which is the sum of the [Class
2-AV] Principal Distribution Target Amount and the [Class 3-AV] Principal       
Distribution Target Amount.]                                                    

     ["[Class 2-AV] Principal Distribution Target Amount" for any Distribution
Date means the excess of:                                                       

          (1) the aggregate Note Principal Balance of the [Class 2-AV] Notes
immediately prior to the Distribution Date, over                    

            (2) the lesser of (x) [ ]% of the aggregate Stated Principal Balance
     of the Mortgage Loans in Loan Group [2] for the Distribution Date and (y)
      the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
[2] for the Distribution Date minus [ ]% of the sum of the aggregate
   Initial Cut-off Date Principal Balance of the Initial Mortgage Loans in
      Loan Group [2] and the original Pre-Funded Amount in respect of Loan Group
[2].]                                                               

   ["[Class 3-AV] Principal Distribution Amount" for any Distribution Date
means the product of (x) the [Class AV] Principal Distribution Target Amount and
(y) a fraction, the numerator of which is the [Class 3-AV] Principal            
Distribution Target Amount and the denominator of which is the sum of the [Class
2-AV] Principal Distribution Target Amount and the [Class 3-AV] Principal       
Distribution Target Amount.]                                                    

     ["[Class 3-AV] Principal Distribution Target Amount" for any Distribution
Date means the excess of:                                                       

          (1) the aggregate Note Principal Balance of the [Class 3-AV] Notes
immediately prior to the Distribution Date, over                    

            (2) the lesser of (x) [ ]% of the aggregate Stated Principal Balance
     of the Mortgage Loans in Loan Group [3] for the Distribution Date and (y)
      the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
 [3] for the Distribution Date minus 0.50% of the sum of the aggregate
   Initial Cut-off Date Principal Balance of the Initial Mortgage Loans in
      Loan Group [3] and the original Pre-Funded Amount in respect of Loan Group
[3].]                                                               

 ["[Class 3-AV-1] Acceleration Event" with respect to any Distribution
Date, beginning with the Distribution Date in [ ] 20[ ] until the Note Principal
Balance of the [Class 3-AV-1] Notes has been reduced to zero, a [Class 3-AV-1]  
Acceleration Event exists if the Note Principal Balance of the [Class 3-AV-1]   
Notes (after taking into account all distributions to the [Class 3-AV-1] Notes  
for the Distribution Date other than the [Class 3-AV-1] Acceleration Amount)    
exceeds the [Class 3-AV-1] Target Balance for the Distribution Date. ]          

  ["[Class 3-AV-1] Acceleration Amount" with respect to any Distribution
Date means the lesser of (a) the amount of funds remaining after making payments
pursuant to clause 6 of the priority of distributions under "--                 
Overcollateralization Provisions -- Fixed Rate Loan Group Excess Cashflow," and 
(b) the excess of (x) the Note Principal Balance of the [Class 3-AV-1] Notes    
(after taking into account all distributions to the [Class 3-AV-1] Notes for the
Distribution Date other than the [Class 3-AV-1] Acceleration Amount) over (y)   
the [Class 3-AV-1] Target Balance for the Distribution Date.]                   

S-58

S-3
161st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 161st
  ["[Class 3-AV-1] Target Balance" for each Distribution Date, beginning
with the Distribution Date in [ ] 20[ ], is as described in the following table:

                                                        [Enlarge/Download Table]

                    [Class 3-AV-1]    Month of    [Class 3-AV-1]    Month of    [Class 3-AV-1]
     Month of       Target Balance  Distribution  Target Balance  Distribution  Target Balance
 Distribution Date       ($)            Date            ($)           Date            ($)     
------------------  --------------  ------------  --------------  ------------  --------------
                                                                                              


   ["Extra Principal Distribution Amount" with respect to any Distribution
Date and (A) Loan Group [1] means the lesser of (1) the Fixed Rate              
Overcollateralization Deficiency Amount and (2) the sum of the Fixed Rate Loan  
Group Excess Cashflow and the Credit Comeback Excess Cashflow available for     
payment thereof in the priority set forth in this prospectus supplement and (B) 
Loan Group [2] and Loan Group [3], is the lesser of (1) the Adjustable Rate     
Overcollateralization Deficiency Amount and (2) the Adjustable Rate Loan Group  
Excess Cashflow available for payment thereof, to be allocated between Loan     
Group [2] and Loan Group [3], pro rata, based on the Principal Remittance Amount
for Loan Group [2] and Loan Group [3] for the Distribution Date in the priority 
set forth in this prospectus supplement.]                                       

  ["Fixed Rate OC Floor" means an amount equal to [ ]% of the sum of the
aggregate Initial Cut-off Date Principal Balance of the Initial Mortgage Loans  
in Loan Group [1] and the original Pre-Funded Amount in respect of Loan Group   
[1].]                                                                           

["Fixed Rate Cumulative Loss Trigger Event" with respect to any     
Distribution Date on or after the Fixed Rate Stepdown Date, a Fixed Rate        
Cumulative Loss Trigger Event occurs if (x) the aggregate amount of Realized    
Losses on the Mortgage Loans in Loan Group [1] from the Cut-off Date for each   
Mortgage Loan in Loan Group [1] to (and including) the last day of the related  
Due Period (reduced by the aggregate amount of any Subsequent Recoveries related
to Loan Group [1] received through the last day of that Due Period) exceeds (y) 
the applicable percentage, for the Distribution Date, of the sum of the         
aggregate Initial Cut-off Date Principal Balance of the Initial Mortgage Loans  
in Loan Group [1] and the original Pre-Funded Amount in respect of Loan Group   
[1], as set forth below:                                                        

                                                        [Enlarge/Download Table]

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

[        ] 200[   ] -- [        ] 200[   ]...................  [      ]% with respect to [        ] 200[   ], plus
                                                               an additional 1/12th of [      ]% for each month   
                                                               thereafter through [        ] 200[   ]             
[        ] 200[   ] -- [        ] 200[   ]...................  [      ]% with respect to [        ] 200[   ], plus
                                                               an additional 1/12th of [      ]% for each month   
                                                               thereafter through [        ] 200[   ]             
[        ] 200[   ] -- [        ] 200[   ]...................  [      ]% with respect to [        ] 200[   ], plus
                                                               an additional 1/12th of [      ]% for each month   
                                                               thereafter through [        ] 200[   ]             
[        ] 200[   ] -- [        ] 200[   ]...................  [      ]% with respect to [        ] 200[   ], plus
                                                               an additional 1/12th of [      ]% for each month   
                                                               thereafter through [        ] 200[   ]             
[        ] 200[   ] and thereafter...........................  [       ]%                                         

    ["Fixed Rate Delinquency Trigger Event" with respect to any Distribution
Date on or after the Fixed Rate Stepdown Date, a Fixed Rate Delinquency Trigger 
Event exists if the Rolling Sixty-Day Delinquency Rate for the                  

S-59

S-3
162nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 162nd
outstanding Mortgage Loans in Loan Group [1] equals or exceeds the product of [ 
]% and the Fixed Rate Senior Enhancement Percentage for the Distribution Date.] 

     ["Fixed Rate Overcollateralization Deficiency Amount" with respect to any
Distribution Date means the amount, if any, by which the Fixed Rate             
Overcollateralization Target Amount exceeds the Fixed Rate Overcollateralized   
Amount on the Distribution Date (after giving effect to distributions in respect
of the Principal Remittance Amount for Loan Group [1] on the Distribution       
Date).]                                                                         

   ["Fixed Rate Overcollateralization Target Amount" means with respect to
any Distribution Date (a) prior to the Fixed Rate Stepdown Date, an amount equal
to [ ]% of the sum of the aggregate Initial Cut-off Date Principal Balance of   
the Initial Mortgage Loans in Loan Group [1] and the original Pre-Funded Amount 
in respect of Loan Group [1] and (b) on or after the Fixed Rate Stepdown Date,  
the greater of (i) an amount equal to [ ]% of the aggregate Stated Principal    
Balance of the Mortgage Loans in Loan Group [1] for the current Distribution    
Date and (ii) the Fixed Rate OC Floor; provided, however, that if a Fixed Rate  
Trigger Event is in effect on any Distribution Date, the Fixed Rate             
Overcollateralization Target Amount will be the Fixed Rate Overcollateralization
Target Amount as in effect for the prior Distribution Date.]                    

   ["Fixed Rate Overcollateralized Amount" for any Distribution Date means
the amount, if any, by which (x) the sum of the aggregate Stated Principal      
Balance of the Mortgage Loans in Loan Group [1] for the Distribution Date and   
any amount on deposit in the Pre-Funding Account in respect of Loan Group [1] on
the Distribution Date exceeds (y) the aggregate Note Principal Balance of the   
[Class AF] Notes and the [Fixed Rate Subordinate Notes] as of the Distribution  
Date (after giving effect to distributions of the Principal Remittance Amount   
from Loan Group [1] to be made on the Distribution Date).]                      

["Fixed Rate Senior Enhancement Percentage" with respect to any     
Distribution Date on or after the Fixed Rate Stepdown Date means a fraction     
(expressed as a percentage):                                                    

(1) the numerator of which is the excess of:            

              (a) the aggregate Stated Principal Balance of the Mortgage
        Loans in Loan Group [1] for the preceding Distribution Date over

                (b) (i) before the Note Principal Balances of the [Class AF]
      Notes have been reduced to zero, the sum of the Note Principal
          Balances of the [Class AF] Notes, or (ii) after the Note Principal
            Balances of the [Class AF] Notes have been reduced to zero, the Note
 Principal Balance of the most senior class of [Fixed Rate
            Subordinate Notes] outstanding, as of the preceding Servicer Advance
Date, and                                               

      (2) the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group [1] for the preceding   
Distribution Date.]                                                 

["Fixed Rate Stepdown Date" means the later to occur of (x) the     
Distribution Date in [ ] 200[ ] and (y) the first Distribution Date on which the
aggregate Note Principal Balance of the [Class AF] Notes (after calculating     
anticipated distributions on the Distribution Date) is less than or equal to [  
]% of the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group
[1] for the Distribution Date.]                                                 

 ["Fixed Rate Subordinate Class Principal Distribution Amount" for any
class of [Fixed Rate Subordinate Notes] and Distribution Date means the excess  
of:                                                                             

(1) the sum of:                                         

              (a) the aggregate Note Principal Balance of the [Class AF]
       Notes (after taking into account distribution of the [Class AF]
 Principal Distribution Amount for the Distribution Date),

                (b) the aggregate Note Principal Balance of any class(es) of
           [Fixed Rate Subordinate Notes] that are senior to the subject class
(in each case, after taking into account                

S-60

S-3
163rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 163rd
  distribution of the Fixed Rate Subordinate Class Principal
   Distribution Amount(s) for the senior class(es) of Notes of
Subordinate Notes for the Distribution Date), and       

                 (c) the Note Principal Balance of the subject class of [Fixed
Rate Subordinate Notes] immediately prior to the subject
Distribution Date over                                  

        (2) the lesser of (a) the product of (x) 100% minus the Stepdown
      Target Subordination Percentage for the subject class of Notes and (y) the
      aggregate Stated Principal Balance of the Mortgage Loans in Loan Group [1]
    for the Distribution Date and (b) the aggregate Stated Principal Balance
   of the Mortgage Loans in Loan Group [1] for the Distribution Date minus
the Fixed Rate OC Floor;                                            

provided, however, that if a class of [Fixed Rate Subordinate Notes] is the only
class of [Fixed Rate Subordinate Notes] outstanding on the Distribution Date,   
that class will be entitled to receive the entire remaining Principal           
Distribution Amount for Loan Group [1] until the Note Principal Balance thereof 
is reduced to zero.]                                                            

   ["Fixed Rate Trigger Event" with respect to any Distribution Date on or
after the Fixed Rate Stepdown Date means either a Fixed Rate Delinquency Trigger
Event with respect to that Distribution Date or a Fixed Rate Cumulative Loss    
Trigger Event with respect to that Distribution Date.]                          

["Group [2] Sequential Trigger Event" occurs with respect to any    
Distribution Date (i) prior to the Distribution Date in [ ] 200[ ], if (x) the  
aggregate amount of Realized Losses on the Mortgage Loans in Loan Group [2] from
the Cut-off Date for each Mortgage Loan in Loan Group [2] to (and including) the
last day of the related Due Period (reduced by the aggregate amount of any      
Subsequent Recoveries related to the Mortgage Loans in Loan Group [2] received  
through the last day of that Due Period) exceeds (y) 3.25% of the sum of the    
aggregate Initial Cut-off Date Principal Balance of the Initial Mortgage Loans  
in Loan Group [2] and the original Pre-Funded Amount in respect of Loan Group   
[2] or (ii) on or after the Distribution Date in [ ] 200[ ], if an Adjustable   
Rate Trigger Event is in effect.]                                               

["Initial Target Subordination Percentage" and "Stepdown Target     
Subordination Percentage" for any class of Subordinate Notes means the          
respective percentages indicated in the following table:                        

                 Initial Target    Stepdown Target
                 Subordination     Subordination
                Percentage        Percentage
                 --------------    ---------------
[Class MF-1]...........                                           
[Class MF-2]...........                                           
[Class MF-3]...........                                           
[Class MF-4]...........                                           
[Class MF-5]...........                                           
[Class MF-6]...........                                           
[Class MF-7]...........                                           
[Class MF-8]...........                                           
[Class BF].............                                           
[Class MV-1]...........                                           
[Class MV-2]...........                                           
[Class MV-3]...........                                           
[Class MV-4]...........                                           
[Class MV-5]...........                                           
[Class MV-6]...........                                           
[Class MV-7]...........                                           
[Class MV-8]...........                                           
[Class BV].............                                           

      The Initial Target Subordination Percentages will not be used to calculate
distributions on the Subordinate Notes, but rather are presented in order to    
provide a better understanding of the credit enhancement provided by the        
Subordinate Notes and the related overcollateralization amount. The Initial     
Target Subordination Percentage for any                                         

S-61

S-3
164th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 164th
class of Notes is equal to a fraction, expressed as a percentage, the numerator 
of which is equal to the aggregate original Note Principal Balance of any       
class(es) of Notes subordinate to the subject class plus the initial related    
Overcollateralization Target Amount.]                                           

    ["NAS Principal Distribution Amount" for any Distribution Date means the
product of:                                                                     

            (1) a fraction, the numerator of which is the Note Principal Balance
   of the [Class AF-6] Notes and the denominator of which is the aggregate
    Note Principal Balance of the [Class AF] Notes, in each case immediately
prior to the Distribution Date,                                     

        (2) any amounts to be distributed to the [Class AF] Notes on the
Distribution Date pursuant to clause (1)(A) or (2)(A) under         
 "--Distributions of Principal Distribution Amount for Loan Group [1]"
below and                                                           

            (3) the applicable percentage for the Distribution Date set forth in
the following table:]                                               

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

[    ] 200[   ] -- [   ] 200[   ]     
[    ] 200[   ] -- [   ] 200[   ]     
[    ] 200[   ] -- [   ] 200[   ]     
[    ] 200[   ] -- [   ] 200[   ]     
[    ] 200[   ] and thereafter        

   ["Principal Distribution Amount" with respect to each Distribution Date
and a Loan Group means the sum of:                                              

      (1) the Principal Remittance Amount for the Loan Group for the
Distribution Date,                                                  

          (2) the Extra Principal Distribution Amount for the Loan Group for
the Distribution Date, and                                          

           (3) with respect to the Distribution Date immediately following the
end of the Funding Period, the amount, if any, remaining in the     
Pre-Funding Account at the end of the Funding Period (net of any    
investment income therefrom) allocable to the Loan Group.]          

  ["Principal Remittance Amount" with respect to each Loan Group and any
Distribution Date means:                                                        

(a) the sum, without duplication, of:                   

                (1) the scheduled principal collected during the related Due
 Period or advanced with respect to the Distribution Date,

               (2) prepayments collected in the related Prepayment Period,

               (3) the Stated Principal Balance of each Mortgage Loan that
 was repurchased by a Seller or purchased by the Servicer,

         (4) the amount, if any, by which the aggregate unpaid
        principal balance of any Replacement Mortgage Loans delivered by
           [IndyMac Bank] in connection with a substitution of a Mortgage Loan
          is less than the aggregate unpaid principal balance of any Deleted
Mortgage Loans, and                                     

        (5) all Liquidation Proceeds (to the extent that the
           Liquidation Proceeds relate to principal) and Subsequent Recoveries
collected during the related Due Period, less           

S-62

S-3
165th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 165th
   (b) all Advances relating to principal and certain expenses
reimbursed during the related Due Period,                           

in each case with respect to the Mortgage Loans in the Loan Group.]             

  "Realized Loss" means with respect to any defaulted Mortgage Loan, the
excess of the Stated Principal Balance of the defaulted Mortgage Loan over the  
Liquidation Proceeds allocated to principal that have been received with respect
to the defaulted Mortgage Loan on or at any time prior to the last day of the   
related Due Period during which the defaulted Mortgage Loan is liquidated.      

  ["Rolling Sixty-Day Delinquency Rate" with respect to any Distribution
Date on or after the related Stepdown Date and any Loan Group or Loan Groups,   
means the average of the Sixty-Day Delinquency Rates for the Loan Group or Loan 
Groups and the Distribution Date and the two immediately preceding Payment      
Dates.]                                                                         

     ["Sixty-Day Delinquency Rate" with respect to any Distribution Date on or
after the related Stepdown Date and any Loan Group or Loan Groups, means a      
fraction, expressed as a percentage, the numerator of which is the aggregate    
Stated Principal Balance for the Distribution Date of all Mortgage Loans in the 
Loan Group or Loan Groups 60 or more days delinquent as of the close of business
on the last day of the calendar month preceding the Distribution Date (including
Mortgage Loans in foreclosure, bankruptcy and REO Properties) and the           
denominator of which is the aggregate Stated Principal Balance for the          
Distribution Date of all Mortgage Loans in the Loan Group or Loan Groups.]      

   ["Trigger Event" means an Adjustable Rate Trigger Event or a Fixed Rate
Trigger Event, as the case may be.]                                             

    ["Unpaid Realized Loss Amount" means for the [Class 2-AV-2] Notes or any
class of Subordinate Notes, (x) the portion of the aggregate Applied Realized   
Loss Amount previously allocated to that class remaining unpaid from prior      
Payment Dates minus (y) any increase in the Note Principal Balance of that class
due to the allocation of Subsequent Recoveries to the Note Principal Balance of 
that class.]                                                                    

Deposits to the Collection Account                                              

   The Servicer will establish and initially maintain a Collection Account
(the "Collection Account") for the benefit of the Indenture Trustee on behalf of
the noteholders [and the [Class AF-5B] Insurer]. The Servicer will initially    
establish the Collection Account at [ ]. On a daily basis within two Business   
Days after receipt, the Servicer will deposit or cause to be deposited into the 
Collection Account the following payments and collections received by it in     
respect to the Mortgage Loans after the Cut-off Date (other than any scheduled  
principal due on or prior to the Cut-off Date and any interest accruing prior to
the Cut-off Date):                                                              

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

    (2) all payments on account of interest (other than interest
     accruing on the Mortgage Loans prior to the Cut-off Date) on the Mortgage
     Loans, net of the related Servicing Fees on the Mortgage Loans and net of
Prepayment Interest Excess,                                         

       (3) all Insurance Proceeds, Liquidation Proceeds and Subsequent
Recoveries,                                                         

        (4) all payments made by the Servicer in respect of Compensating
Interest,                                                           

           (5) all payments made by a Seller in connection with the repurchase
of any Mortgage Loan due to the breach of certain representations,  
warranties or covenants by the Seller that obligates the Seller to  
  repurchase the Mortgage Loan in accordance with the Sale and Servicing
Agreement,                                                          

    (6) all payments made by the Servicer in connection with the
purchase of any Mortgage Loans which are [150] days delinquent in   
accordance with the Sale and Servicing Agreement,                   

S-63

S-3
166th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 166th
          (7) [all prepayment charges paid by a mortgagor in connection with
the full or partial prepayment of the related Mortgage Loan,]       

  (8) any amount required to be deposited by the Servicer in
connection with any losses on investment of funds in the Collection 
Account,                                                            

     (9) any amounts required to be deposited by the Servicer with
   respect to any deductible clause in any blanket hazard insurance policy
      maintained by the Servicer in lieu of requiring each mortgagor to maintain
a primary hazard insurance policy,                                  

    (10) all amounts required to be deposited in connection with
 shortfalls in the principal amount of Replacement Mortgage Loans, and

(11) all Advances.                                      

      [On the Business Day prior to the Servicer Advance Date in [ ] 200[ ], [ ]
200[ ] and [ ] 200[ ], IndyMac Bank will remit to the Servicer, and the Servicer
will deposit in the Collection Account, the Seller Shortfall Interest           
Requirement (if any) for that Servicer Advance Date.] Prior to their deposit in 
the Collection Account, payments and collections on the Mortgage Loans will be  
commingled with payments and collections on other mortgage loans and other funds
of the Servicer. For a discussion of the risks that arise from the commingling  
of payments and collections, see "Risk Factors -- Bankruptcy Or Insolvency May  
Affect The Timing And Amount Of Distributions On The Securities" in the         
prospectus.                                                                     

Withdrawals from the Collection Account                                         

 The Servicer may from time to time withdraw funds from the Collection
Account prior to the related Distribution Account Deposit Date for the following
purposes:                                                                       

           (1) to pay to the Servicer the Servicing Fees on the Mortgage Loans
      to the extent not previously paid to or withheld by the Servicer (subject,
in the case of Servicing Fees, to reduction as described above under
"Servicing of the Mortgage Loans -- Adjustment to Servicing Fee in  
 Connection with Prepaid Mortgage Loans") and, as additional servicing
      compensation, assumption fees, late payment charges [(excluding prepayment
    charges)], net earnings on or investment income with respect to funds in
or credited to the Collection Account and the amount of Prepayment  
Interest Excess for the related Prepayment Period,                  

   (2) to reimburse the Servicer and the indenture trustee for
    Advances, which right of reimbursement with respect to any Mortgage Loan
     pursuant to this clause (2) is limited to amounts received that represent
   late recoveries of payments of principal and/or interest on the related
    Mortgage Loan (or Insurance Proceeds, Liquidation Proceeds or Subsequent
  Recoveries with respect thereto) with respect to which the Advance was
made,                                                               

       (3) to reimburse the Servicer and the indenture trustee for any
Advances previously made that the Servicer has determined to be     
     nonrecoverable (and prior to the reimbursement, the Servicer will deliver
   to the Indenture Trustee an officer's note indicating the amount of the
    nonrecoverable Advance and identifying the related Mortgage Loan(s), and
their respective portions of the nonrecoverable advance),           

          (4) to reimburse the Servicer from Insurance Proceeds for expenses
 incurred by the Servicer and covered by the related insurance policy,

   (5) to pay to the Servicer any unpaid Servicing Fees and to
  reimburse it for any unreimbursed ordinary and necessary out-of-pocket
 costs and expenses incurred by the Servicer in the performance of its
    servicing obligations including, but not limited to, the cost of (i) the
      preservation, restoration and protection of a Mortgaged Property, (ii) any
  enforcement or judicial proceedings, including foreclosures, (iii) the
   management and liquidation of any REO Property and (iv) maintaining any
required                                                            

S-64

S-3
167th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 167th
   insurance policies ("Servicing Advances"), which right of reimbursement
   pursuant to this clause (5) is limited to amounts received representing
late recoveries of the payments of these costs and expenses (or     
Liquidation Proceeds or Subsequent Recoveries, purchase proceeds or 
repurchase proceeds with respect thereto),                          

           (6) to pay to the applicable Seller or the Servicer, as applicable,
with respect to each Mortgage Loan or Mortgaged Property acquired in
  respect thereof that has been purchased by that Seller or the Servicer
     from the issuing entity pursuant to the Sale and Servicing Agreement, all
  amounts received thereon and not taken into account in determining the
related Purchase Price of the purchased Mortgage Loan,              

         (7) after the transfer from the Collection Account for deposit to
the Distribution Account of the Interest Remittance Amount and the  
   Principal Remittance Amount on the related Distribution Account Deposit
     Date, to reimburse the applicable Seller, the Servicer, [the NIM Insurer]
   or the Depositor for expenses incurred and reimbursable pursuant to the
Sale and Servicing Agreement,                                       

          (8) to withdraw any amount deposited in the Collection Account and
not required to be deposited therein, and                           

          (9) to clear and terminate the Collection Account upon termination
of the Sale and Servicing Agreement.                                

   In addition, not later than [1:00 p.m. Pacific Time on the Business Day
immediately preceding each Distribution Date] (the "Distribution Account Deposit
Date"), the Servicer will withdraw from the Collection Account and remit to the 
Indenture Trustee the amount of the Interest Remittance Amount and the Principal
Remittance Amount to the extent on deposit in the Collection Account, and the   
Indenture Trustee will deposit the amount in the Distribution Account, as       
described below.                                                                

   The Servicer is required to maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from  
the Collection Account pursuant to clauses (1) through (6) above.               

Deposits to the Distribution Account                                            

    The Indenture Trustee will establish and maintain a distribution account
(the "Distribution Account") on behalf of the noteholders. The Indenture Trustee
will, promptly upon receipt, deposit in the Distribution Account and retain     
therein:                                                                        

          (1) the aggregate amount remitted by the Servicer to the Indenture
Trustee,                                                            

  (2) any amount required to be deposited by the Servicer in
 connection with any losses on investment of funds in the Distribution
Account, and                                                        

            (3) the amount, if any, remaining in the Pre-Funding Account (net of
 any investment income therefrom) on the Distribution Date immediately
following the end of the Funding Period.                            

Withdrawals from the Distribution Account                                       

   The Indenture Trustee will withdraw funds from the Distribution Account
for distribution to the noteholders and payment to the [Class AF-5B] Insurer as 
described below under "-- Distributions" and may from time to time make         
withdrawals from the Distribution Account:                                      

           (1) to pay the Indenture Trustee Fee, the Owner Trustee Fee and the
   Trust Administrator Fee to the Indenture Trustee, the Owner Trustee and
the Trust Administrator, respectively,                              

S-65

S-3
168th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 168th
         (2) to pay to the Servicer, as additional servicing compensation,
    earnings on or investment income with respect to funds in or credited to
the Distribution Account,                                           

            (3) to withdraw any amount deposited in the Distribution Account and
not required to be deposited therein (which withdrawal may be at the
 direction of the Servicer through delivery of a written notice to the
Indenture Trustee describing the amounts deposited in error), and   

    (4) to clear and terminate the Distribution Account upon the
termination of the Sale and Servicing Agreement.                    

   There is no independent verification of the transaction accounts or the
transaction activity with respect to the Distribution Account.                  

     Prior to each Determination Date, the Servicer is required to provide the
Indenture Trustee a report containing the data and information concerning the   
Mortgage Loans that is required by the Indenture Trustee to prepare the monthly 
statement to noteholders for the related Distribution Date. See " -- Reports to 
Noteholders" in this prospectus supplement. The Indenture Trustee is not        
responsible for recomputing, recalculating or verifying the information provided
to it by the Servicer in that report and will be permitted to conclusively rely 
on any information provided to it by the Servicer.                              

Investments of Amounts Held in Accounts                                         

The Collection Account, the Distribution Account and the Pre-Funding
Account. All funds in the Collection Account, the Distribution Account and the  
Pre-Funding Account will be invested in Permitted Investments at the direction  
of the Servicer. In the case of:                                                

     o     the Collection Account and the Distribution Account, all income and
           gain net of any losses realized from the investment will be for the
          benefit of [the Servicer as additional servicing compensation] and
will be remitted to it monthly as described herein; and 

o     the Pre-Funding Account, all income and gain net of any losses
        realized from the investment will be for the benefit of [IndyMac
         Bank] and will be remitted to [IndyMac Bank] as described herein.

[The amount of any losses incurred in the Collection Account or the 
Distribution Account in respect of the investments will be deposited by the     
Servicer in the Collection Account or paid to the Indenture Trustee for deposit 
into the Distribution Account out of the Servicer's own funds immediately as    
realized.] [The amount of any losses incurred in the Pre-Funding Account in     
respect of the investments will be paid by [IndyMac Bank] to the Indenture      
Trustee for deposit into the Pre-Funding Account out of [IndyMac Bank's] own    
funds immediately as realized.] The Indenture Trustee will not be liable for the
amount of any loss incurred in respect of any investment or lack of investment  
of funds held in the Collection Account, the Distribution Account or the        
Pre-Funding Account and made in accordance with the Sale and Servicing          
Agreement.                                                                      

[Carryover Reserve Fund. Funds in the Carryover Reserve Fund may be 
invested in Permitted Investments as follows:                                   

 o     in respect of amounts received under the [Class AF-1A] Corridor
            Contract, at the written direction of [the holder of the Owner Trust
Certificate];                                           

o     in respect of amounts received under the [Class 2-AV] Corridor
     Contract, [Class 3-AV] Corridor Contract and [Adjustable Rate
        Subordinate] Corridor Contract, at the written direction of [the
holder of the Owner Trust Certificate]; and             

     o     in respect of amounts in the Credit Comeback Excess Account, at the
         written direction of [the holder of the Owner Trust Certificate].

S-66

S-3
169th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 169th
  If the Indenture Trustee does not receive written directions regarding
investment, it will invest all funds in the Carryover Reserve Fund in respect of
amounts received under each Corridor Contract in [ ]. Any net investment        
earnings will be paid pro rata to the holders of the class of Notes entitled to 
direct the investments of the amounts, in accordance with their Percentage      
Interests. Any losses incurred in the Carryover Reserve Fund in respect of the  
investments will be charged against amounts on deposit in the Carryover Reserve 
Fund (or the investments) immediately as realized. The Indenture Trustee will   
not be liable for the amount of any loss incurred in respect of any investment  
or lack of investment of funds held in the Carryover Reserve Fund and made in   
accordance with the Sale and Servicing Agreement.]                              

S-67

S-3
170th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 170th
Fees and Expenses                                                               

      The following summarizes the related fees and expenses to be paid from the
assets of the issuing entity and the source of payments for the fees and        
expenses:                                                                       

                                                        [Enlarge/Download Table]

Type / Recipient (1)            Amount             General Purpose           Source (2)             Frequency    
-------------------- ---------------------------   --------------- -----------------------------  ---------------
                                                                                                                 
Fees                                                                                                             

Servicing Fee /      One-twelfth of the Stated     Compensation    Interest collected with                Monthly
Servicer             Principal Balance of each                     respect to each Mortgage Loan                 
                     Mortgage Loan multiplied by                   and any Liquidation Proceeds                  
                     the Servicing Fee Rate (3)                    or Subsequent Recoveries that                 
                                                                   are allocable to accrued and                  
                                                                   unpaid interest (4)                           

Additional           o Prepayment Interest         Compensation    Interest collections with         Time to time
Servicing              Excess (5)                                  respect to each Mortgage Loan                 
Compensation /                                                                                                   
Servicer                                                                                                         

                     o All late payment fees,      Compensation    Payments made by obligors with    Time to time
                       assumption fees and other                   respect to the Mortgage Loans                 
                       similar charges                                                                           
                       [(excluding prepayment                                                                    
                       charges)]                                                                                 

                     o All investment income       Compensation    Investment income related to           Monthly
                       earned on amounts on                        the Collection Account and the                
                       deposit in the Collection                   Distribution Account                          
                       Account and Distribution                                                                  
                       Account.                                                                                  

                     o Excess Proceeds (6)         Compensation    Liquidation Proceeds and          Time to time
                                                                   Subsequent Recoveries                         

Indenture Trustee    One-twelfth of the Indenture  Compensation    Interest Remittance Amount             Monthly
Fee (the "Indenture  Trustee Fee Rate multiplied                                                                 
Trustee Fee") /      by the sum of (i) the                                                                       
Indenture Trustee    aggregate Stated Principal                                                                  
                     Balance of the outstanding                                                                  
                     Mortgage Loans and (ii) any                                                                 
                     amounts remaining in the                                                                    
                     Pre-Funding Account                                                                         
                     (excluding any investment                                                                   
                     earnings thereon).                                                                          

Owner Trustee Fee    One-twelfth of $[     ].      Compensation    Interest Remittance Amount             Monthly
(the "Owner Trustee                                                                                              
Fee") / Owner                                                                                                    
Trustee                                                                                                          

Trust Administrator  One-twelfth of $[     ].      Compensation    Interest Remittance Amount             Monthly
Fee (the "Trust                                                                                                  
Administrator                                                                                                    
Trustee Fee") /                                                                                                  
Trust Administrator                                                                                              

[Class AF-5B]        [Class AF-5B] Premium (7)     Compensation    Loan Group [1] Interest Funds          Monthly
Premium / [Class                                                   and Loan Group [1] Principal                  
AF-5B] Insurer                                                     Distribution Amount (8)                       


S-68

S-3
171st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 171st
                                                        [Enlarge/Download Table]

Type / Recipient (1)            Amount             General Purpose           Source (2)             Frequency    
-------------------- ---------------------------   --------------- -----------------------------  ---------------
                                                                                                                 
Expenses                                                                                                         

Insurance expenses   Expenses incurred by the      Reimbursement   To the extent the expenses are    Time to time
/ Servicer           Servicer                      of Expenses     covered by an insurance policy                
                                                                   with respect to the Mortgage                  
                                                                   Loan                                          

Servicing Advances   To the extent of funds        Reimbursement   With respect to each Mortgage     Time to time
/ Servicer           available, the amount of any  of Expenses     Loan, late recoveries of the                  
                     Servicing Advances.                           payments of the costs and                     
                                                                   expenses, Liquidation                         
                                                                   Proceeds, Subsequent                          
                                                                   Recoveries, purchase proceeds                 
                                                                   or repurchase proceeds for                    
                                                                   that Mortgage Loan (9)                        

Indemnification      Amounts for which the         Indemnification Amounts on deposit on the              Monthly
expenses / the       Sellers, the Servicer, the                    Collection Account on any                     
Sellers, the         Owner Trustee, the Trust                      Distribution Account Deposit                  
Servicer, the Owner  Administrator and Depositor                   Date, following the transfer                  
Trustee, the Trust   are entitled to                               to the Distribution Account                   
Administrator and    indemnification (10)                                                                        
the Depositor                                                                                                    

[Class AF-5B]        [Class AF-5B] Reimbursement   Reimbursement   Loan Group [1] Interest Funds          Monthly
Reimbursement        Amount (11)                   of Expenses     and Loan Group [1] Principal                  
Amount / [Class                                                    Distribution Amount (8)                       
AF-5B] Insurer                                                                                                   

___________                                                                     
(1)   If the Indenture Trustee succeeds to the position of Servicer, it will be 
    entitled to receive the same fees and expenses of the Servicer described
in this prospectus supplement. Any change to the fees and expenses  
     described in this prospectus supplement would require an amendment to the
Sale and Servicing Agreement. See "-- Amendment" in this prospectus 
supplement.                                                         

(2)   Unless otherwise specified, the fees and expenses shown in this table are 
paid (or retained by the Servicer in the case of amounts owed to the
Servicer) prior to distributions on the Notes.                      

(3)   The Servicing Fee Rate for each Mortgage Loan will equal [ ]% per annum.  
 The amount of the monthly Servicing Fee is subject to adjustment with
    respect to Mortgage Loans that are prepaid in full, as described in this
      prospectus supplement under "Servicing of the Mortgage Loans -- Adjustment
to Servicing Fee in Connection with Certain Prepaid Mortgage Loans."

(4)   The Servicing Fee is payable from [interest] collections on the Mortgage  
Loans, [but may be paid from any other amounts on deposit in the    
   Collection Account, if interest collections are insufficient to pay the
Servicing Fee].                                                     

(5)   Prepayment Interest Excess is described above in the prospectus supplement
under "Servicing of the Mortgage Loans -- Servicing Compensation and
Payment of Expenses."                                               

(6)   Excess Proceeds is described above in this prospectus supplement under "--
Glossary of Terms -- General Definitions."                          

S-69

S-3
172nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 172nd
(7)   The [Class AF-5B] Premium is described above in this prospectus supplement
under "-- Glossary of Terms -- Definitions related to Interest      
Calculations and                                                    
Distributions."                                                     

(8)   The order and priority in which the [Class AF-5B] Insurer is paid these   
amounts from Loan Group [1] Interest Funds and the Loan Group [1]   
 Principal Distribution Amount is set forth under "-- Distributions --
     Distributions of Interest Funds For Loan Group [1]" and "-- Distributions
    -- Distributions of Principal Distribution Amount for Loan Group [1]" in
this prospectus supplement.                                         

(9)   Reimbursement of Servicing Advances for a Mortgage Loan is limited to the 
  late recoveries of the payments of the costs and expenses, Liquidation
     Proceeds, Subsequent Recoveries, purchase proceeds or repurchase proceeds
for that Mortgage Loan.                                             

(10)  Each of the Sellers, the Servicer, the Owner Trustee, the Trust           
      Administrator and the Depositor are entitled to indemnification of certain
 expenses as described in this prospectus supplement under "-- Certain
Matters related to the Servicer, the Owner Trustee, the Trust       
Administrator, the Depositor and the Sellers."                      

(11)  The [Class AF-5B] Reimbursement Amount is described above in this         
    prospectus supplement under "-- Glossary of Terms -- Definitions related
to Principal Calculations and Distributions."                       

S-70

S-3
173rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 173rd
Distributions                                                                   

     General. Distributions on the Notes will be made by the Indenture Trustee
on each Distribution Date to the persons in whose names the Notes are registered
at the close of business on the Record Date.                                    

   Distributions will be made by check mailed to the address of the person
entitled thereto as it appears on the Note Register or, in the case of any      
noteholder that holds 100% of a class of Notes or who holds a class of Notes    
with an aggregate initial Note Principal Balance of $1,000,000 or more and that 
has so notified the Indenture Trustee in writing in accordance with the Sale and
Servicing Agreement, by wire transfer in immediately available funds to the     
account of the noteholder at a bank or other depository institution having      
appropriate wire transfer facilities; provided, however, that the final         
distribution in retirement of the Notes will be made only upon presentation and 
surrender of the Notes at the Corporate Trust Office of the Indenture Trustee.  
On each Distribution Date, a holder of a Note will receive its Percentage       
Interest of the amounts required to be distributed with respect to the          
applicable class of Notes.                                                      

[On each Distribution Date, the Indenture Trustee will withdraw all 
prepayment charges in the Distribution Account and distribute them (i) in the   
case of prepayment charges from the Mortgage Loans in Loan Group [1], to the    
Class PF Notes, and (ii) in the case of prepayment charges from the Mortgage    
Loans in Loan Group [2] and Loan Group [3], to the Class PV Notes.]             

Distributions of Interest. On each Distribution Date, the interest  
distributable with respect to the interest-bearing notes is the interest which  
has accrued on the Note Principal Balance thereof immediately prior to that     
Distribution Date at the Interest Rate during the applicable Accrual Period, and
in the case of the Senior Notes, any Interest Carry Forward Amount. For each    
class of Subordinate Notes, any Interest Carry Forward Amount will be payable   
only from excess cashflow (if any) as and to the extent described under "--     
Overcollateralization Provisions."                                              

    All calculations of interest on the [Adjustable Rate Notes] will be made
on the basis of [a 360-day year and the actual number of days elapsed in the    
applicable Accrual Period]. All calculations of interest on the [Fixed Rate     
Notes] will be made on the basis of [a 360-day year assumed to consist of twelve
30-day months].                                                                 

      The Interest Rates for the [Adjustable Rate Notes] are variable rates that
may change from Distribution Date to Distribution Date. Additionally, the       
Interest Rate for each of the [Adjustable Rate Notes] and the [Class AF-5] Notes
are subject to increase after the Optional Termination Date. On each            
Distribution Date, the Interest Rate for each class of interest-bearing Notes   
will be subject to the applicable Net Rate Cap. See the related definitions in  
"-- Glossary of Terms -- Definitions related to Interest Calculations and       
Distributions" for a more detailed understanding as to how the Net Rate Cap is  
calculated, and applied to the Interest Rate.                                   

If on any Distribution Date, the Interest Rate for a class of       
interest-bearing Notes is based on the applicable Net Rate Cap, each holder of  
the applicable Notes will be entitled to receive the resulting shortfall only   
from remaining excess cashflow (if any) to the extent described in this         
prospectus supplement under "-- Overcollateralization Provisions", and in the   
case of the [Adjustable Rate Notes], from payments (if any) allocated to the    
issuing entity in respect of the applicable Corridor Contract.                  

     [Distributions of Interest Funds For Loan Group [1]. On each Distribution
Date, the Interest Funds for the Distribution Date with respect to Loan Group   
[1] are required to be distributed in the following order of priority, until the
Interest Funds have been fully distributed:                                     

           (1) from the Interest Funds for Loan Group [1], concurrently to the
      [Class AF-5B] Insurer, [Class AF-5B] Premium for the Distribution Date and
      to each class of [Class AF] Notes, the Current Interest and Interest Carry
  Forward Amount for each class of [Class AF] Notes and the Distribution
Date, pro rata, based on their respective entitlements,             

 (2) from the remaining Interest Funds for Loan Group [1],
sequentially:                                                       

S-71

S-3
174th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 174th
       (a) to the [Class AF-5B] Insurer, any [Class AF-5B]
Reimbursement Amount,                                   

               (b) sequentially, to the [Class MF-1], [Class MF-2], [Class
      MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7],
     [Class MF-8] and [Class BF] Notes, in that order, the Current
Interest for that class, and                            

                 (c) any remainder as part of the Fixed Rate Loan Group Excess
         Cashflow as described under "-- Overcollateralization Provisions"
below.]                                                 

      [Distributions of Interest Funds for Loan Group [2] and Loan Group [3]. On
each Distribution Date, the Interest Funds for the Distribution Date with       
respect to Loan Group [2] and Loan Group [3] are required to be distributed in  
the following order of priority, until the Interest Funds have been fully       
distributed:                                                                    

(1) concurrently:                                       

               (a) from Interest Funds for Loan Group [2], concurrently to
           each class of [Class 2-AV] Notes, the Current Interest and Interest
         Carry Forward Amount for each class of [Class 2-AV] Notes and the
            Distribution Date, pro rata, based on their respective entitlements,

               (b) from Interest Funds for Loan Group [3], concurrently to
           each class of [Class 3-AV] Notes, the Current Interest and Interest
         Carry Forward Amount for each class of [Class 3-AV] Notes and the
            Distribution Date, pro rata, based on their respective entitlements,

         (2) from the remaining Interest Funds for Loan Group [2] and Loan
Group [3], to each class of [Class AV] Notes, any remaining Current 
   Interest and Interest Carry Forward Amount not paid pursuant to clauses
   (1)(a) and (1)(b) above, pro rata, based on the Note Principal Balances
  thereof, to the extent needed to pay any Current Interest and Interest
  Carry Forward Amount for each class of [Class AV] Notes; provided that
     Interest Funds remaining after the allocation to pay any Current Interest
     and Interest Carry Forward Amount based on the Note Principal Balances of
the Notes will be distributed to each class of [Class AV] Notes with
   respect to which there remains any unpaid Current Interest and Interest
Carry Forward Amount (after the distribution based on Note Principal
    Balances), pro rata, based on the amount of the remaining unpaid Current
Interest and Interest Carry Forward Amount,                         

         (3) from the remaining Interest Funds for Loan Group [2] and Loan
Group [3], sequentially:                                            

               (a) sequentially, to the [Class MV-1], [Class MV-2], [Class
      MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7],
     [Class MV-8] and [Class BV] Notes, in that order, the Current
Interest for that class, and                            

               (b) any remainder as part of the Adjustable Rate Loan Group
   Excess Cashflow as described under "--Overcollateralization
Provisions" below.]                                     

     [Distributions of Funds from the Corridor Contracts. On each Distribution
Date on or prior to the applicable Corridor Contract Termination Date, amounts  
allocated to the issuing entity in respect of each Corridor Contract for the    
Distribution Date will be deposited in the Carryover Reserve Fund and then      
distributed to the [Class AF-1A] Notes, [Class 2-AV] Notes, [Class 3-AV] Notes  
or the [Adjustable Rate Subordinate Notes], as applicable, to pay any unpaid Net
Rate Carryover as follows:                                                      

         (i) in the case of the amounts allocated to the issuing entity in
respect of the [Class AF-1A] Corridor Contract, to the [Class AF-1A]
Notes, to the extent needed to pay any Net Rate Carryover,          

          (ii) in the case of the amounts allocated to the issuing entity in
     respect of the [Class 2-AV] Corridor Contract, concurrently to each class
 of [Class 2-AV] Notes, pro rata, based on the Note Principal Balances
      thereof, to the extent needed to pay any Net Rate Carryover for each class
of [Class 2-AV] Notes; and then, any amounts remaining after the    
allocation to pay Net Rate Carryover based on the Note Principal    

S-72

S-3
175th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 175th
   Balances of the [Class 2-AV] Notes will be distributed to each class of
   [Class 2-AV] Notes to the extent needed to pay any remaining unpaid Net
     Rate Carryover, pro rata, based on the amount of the remaining unpaid Net
Rate Carryover,                                                     

           (iii) in the case of the amounts allocated to the issuing entity in
     respect of the [Class 3-AV] Corridor Contract, concurrently to each class
 of [Class 3-AV] Notes, pro rata, based on the Note Principal Balances
      thereof, to the extent needed to pay any Net Rate Carryover for each class
of [Class 3-AV] Notes; and then, any amounts remaining after the    
     allocation to pay Net Rate Carryover based on the Note Principal Balances
 of the [Class 3-AV] Notes will be distributed to each class of [Class
 3-AV] Notes to the extent needed to pay any remaining unpaid Net Rate
     Carryover, pro rata, based on the amount of the remaining unpaid Net Rate
Carryover, and                                                      

          (iv) in the case of the amounts allocated to the issuing entity in
      respect of the Adjustable Rate Subordinate Corridor Contract, concurrently
    to each class of [Adjustable Rate Subordinate Notes], pro rata, based on
    the Note Principal Balances thereof, to the extent needed to pay any Net
     Rate Carryover for each class of [Adjustable Rate Subordinate Notes]; and
      then, any amounts remaining after the allocation to pay Net Rate Carryover
    based on the Note Principal Balances of the [Adjustable Rate Subordinate
    Notes] will be distributed to each class of [Adjustable Rate Subordinate
Notes] to the extent needed to pay any remaining unpaid Net Rate    
     Carryover, pro rata, based on the amount of the remaining unpaid Net Rate
Carryover.                                                          

Any amounts remaining after the application of the amounts as described in each 
of clauses (i) through (iv) above allocated to the issuing entity in respect of 
each respective Corridor Contract will be distributed to the holder of the Owner
Trust Certificate and will not be available for the payment of any Net Rate     
Carryover on any class or classes of Notes unless a Corridor Contract is subject
to an early termination, in which case the portion of any early termination     
payment allocated to the issuing entity in respect of the Corridor Contract will
be deposited by the Indenture Trustee in the Carryover Reserve Fund to cover any
Net Rate Carryover on the class or classes of Notes specifically benefiting from
the Corridor Contract until the applicable Corridor Contract Termination Date.  
See "-- Carryover Reserve Fund" below.]                                         

   [Distributions of Principal. The manner of distributing principal among
the classes of Notes will differ depending upon whether a Distribution Date     
occurs on or after the related Stepdown Date and, on or after that date, whether
a Trigger Event is in effect. Generally, prior to the related Stepdown Date or  
if a Trigger Event is in effect, all amounts distributable as principal on a    
Distribution Date will be allocated first to the related Senior Notes for the   
Loan Group or Loan Groups, until the related Senior Notes are paid in full,     
before any distributions of principal are made on the related Subordinate Notes.

      On any Distribution Date on or after the related Stepdown Date and so long
as no Trigger Event is in effect, instead of allocating all amounts             
distributable as principal on the Notes to the related Senior Notes for the Loan
Group or Loan Groups until those Senior Notes are paid in full, a portion of    
those amounts distributable as principal will be allocated to the related       
Subordinate Notes. The amount allocated to each class of Notes on or after the  
related Stepdown Date and so long as no Trigger Event is in effect will be based
on the targeted level of overcollateralization and subordination for each class 
of Notes. After the related Stepdown Date, if a Trigger Event is in effect, the 
priority of principal payments will revert to the payment priority prior to the 
related Stepdown Date. The amount to be distributed as principal on each        
Distribution Date are described in more detail under "-- Glossary of Terms --   
Definitions related to Principal Calculations and Distributions", and the order 
in which these amounts are distributed are described under "-- Distributions of 
Principal Distribution Amount for Loan Group [1]" and "-- Distributions of      
Principal Distribution Amount for Loan Group [2] and Loan Group [3]" in this    
prospectus supplement.]                                                         

  [Distributions of Principal Distribution Amount for Loan Group [1]. On
each Distribution Date, the Principal Distribution Amount for the Distribution  
Date for Loan Group [1] is required to be distributed as follows until the      
Principal Distribution Amount has been fully distributed (with the Principal    
Remittance Amount being applied first and the Extra Principal Distribution      
Amount being applied thereafter):                                               

S-73

S-3
176th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 176th
            (1) For each Distribution Date prior to the Fixed Rate Stepdown Date
   or on which a Fixed Rate Trigger Event is in effect, from the Principal
Distribution Amount for Loan Group [1], sequentially:               

                 (A) to the [Class AF] Notes and to the [Class AF-5B] Insurer,
       in the order, amounts and priorities set forth in clause (3)(A)
below,                                                  

               (B) sequentially, to the [Class MF-1], [Class MF-2], [Class
      MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7],
            [Class MF-8] and [Class BF] Notes, in that order, in each case until
  the Note Principal Balance thereof is reduced to zero, and

                 (C) any remainder as part of the Fixed Rate Loan Group Excess
            Cashflow to be allocated as described under "--Overcollateralization
Provisions" below.                                      

          (2) For each Distribution Date on or after the Fixed Rate Stepdown
     Date and so long as a Fixed Rate Trigger Event is not in effect, from the
Principal Distribution Amount for Loan Group [1], sequentially:     

                (A) in an amount up to the [Class AF] Principal Distribution
       Amount, to the [Class AF] Notes in the order and priorities set
       forth in clause (3)(B) below, until the Note Principal Balances
thereof are reduced to zero,                            

                 (B) to the [Class AF-5B] Insurer, any remaining [Class AF-5B]
        Premium and any remaining [Class AF-5B] Reimbursement Amount, in
           each case that has not been paid from Interest Funds for Loan Group
[1] for the Distribution Date,                          

               (C) sequentially, to the [Class MF-1], [Class MF-2], [Class
      MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7],
        [Class MF-8] and [Class BF] Notes, in that order, the Fixed Rate
          Subordinate Class Principal Distribution Amount for that class, in
        each case until the Note Principal Balance thereof is reduced to
zero, and                                               

                 (D) any remainder as part of the Fixed Rate Loan Group Excess
            Cashflow to be allocated as described under "--Overcollateralization
Provisions" below.                                      

           (3) On each Distribution Date on which any principal amounts are to
be distributed to the [Class AF] Notes and the [Class AF-5B] Insurer
  pursuant to clause (1)(A) above or to the [Class AF] Notes pursuant to
  clause (2)(A) above, the amounts will be distributed to the [Class AF]
 Notes and, if applicable, the [Class AF-5B] Insurer, in the following
order of priority:                                                  

          (A) For each Distribution Date prior to the Fixed Rate
          Stepdown Date or on which a Fixed Rate Trigger Event is in effect,

                       (i) the NAS Principal Distribution Amount to the [Class
           AF-6] Notes, until the Note Principal Balance thereof is reduced to
zero,                                                   

                  (ii) concurrently, to the [Class AF-1A] and [Class
       AF-1B] Notes, pro rata based on their respective Note Principal
            Balances, until their respective Note Principal Balances are reduced
to zero,                                                

                     (iii) sequentially, to the [Class AF-2], [Class AF-3]
          and [Class AF-4] Notes, in that order, in each case until the Note
Principal Balance thereof is reduced to zero,           

                     (iv) concurrently, to (x) the [Class AF-5A] Notes and
           (y) the [Class AF-5B] Notes and the [Class AF-5B] Insurer, pro rata
            (based on, with respect to clause (x), the Note Principal Balance of
         the [Class AF-5A] Notes, and with respect to clause (y), the Note
Principal Balance of the [Class AF-5B] Notes):          

S-74

S-3
177th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 177th
                          (a) to the [Class AF-5A] Notes, until the Note
                 Principal Balance thereof is reduced to zero, and

(b) sequentially:   

                             (I) to the [Class AF-5B] Insurer, any
                             remaining [Class AF-5B] Premium that has not been
                           paid from Interest Funds for Loan Group [1] for
      the Distribution Date, and

                                  (II) to the [Class AF-5B] Notes, until the
                              Note Principal Balance thereof is reduced to zero,

                       (v) to the [Class AF-6] Notes without regard to the NAS
       Principal Distribution Amount, until the Note Principal Balance
thereof is reduced to zero, and                         

                       (vi) to the [Class AF-5B] Insurer, any remaining [Class
        AF-5B] Reimbursement Amount that has not been paid from Interest
Funds for Loan Group [1] for the Distribution Date.     

             (B) For each Distribution Date on or after the Fixed Rate
         Stepdown Date and so long as a Fixed Rate Trigger Event is not in
effect,                                                 

                       (i) the NAS Principal Distribution Amount to the [Class
           AF-6] Notes, until the Note Principal Balance thereof is reduced to
zero,                                                   

                  (ii) concurrently, to the [Class AF-1A] and [Class
       AF-1B] Notes, pro rata based on their respective Note Principal
            Balances, until their respective Note Principal Balances are reduced
to zero,                                                

                     (iii) sequentially, to the [Class AF-2], [Class AF-3]
          and [Class AF-4] Notes, in that order, in each case until the Note
Principal Balance thereof is reduced to zero,           

                     (iv) concurrently, to the [Class AF-5A] Notes and the
           [Class AF-5B] Notes, pro rata, based on the Note Principal Balances
         thereof, until the Note Principal Balances thereof are reduced to
zero, and                                               

                       (v) to the [Class AF-6] Notes without regard to the NAS
       Principal Distribution Amount, until the Note Principal Balance
thereof is reduced to zero.                             

     Notwithstanding the foregoing order of priority, on any Distribution Date
on which the aggregate Note Principal Balance of the [Class AF] Notes is greater
than the sum of the aggregate Stated Principal Balance of the Mortgage Loans in 
Loan Group [1] and any amount on deposit in the Pre-Funding Account in respect  
of Loan Group [1], any principal amounts to be distributed to the [Class AF]    
Notes and the [Class AF-5B] Insurer will be distributed first, concurrently to  
the [Class AF] Notes, pro rata, based on the Note Principal Balances thereof,   
until the Note Principal Balances thereof are reduced to zero, and second, to   
the [Class AF-5B] Insurer, any remaining [Class AF-5B] Premium and any remaining
[Class AF-5B] Reimbursement Amount.]                                            

  [Distributions of Principal Distribution Amount for Loan Group [2] and
Loan Group [3]. On each Distribution Date, the Principal Distribution Amount for
the Distribution Date for Loan Group [2] and Loan Group [3] is required to be   
distributed as follows until the Principal Distribution Amount has been fully   
distributed (with the Principal Remittance Amount being applied first and the   
Extra Principal Distribution Amount being applied thereafter):                  

            (1) For each Distribution Date prior to the Adjustable Rate Stepdown
Date or on which an Adjustable Rate Trigger Event is in effect,     
sequentially:                                                       

S-75

S-3
178th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 178th
(A) concurrently:                           

                   (i) from the Principal Distribution Amount for Loan
Group [2], sequentially:                                

                           (a) to each class of [Class 2-AV] Notes, in the
                 order and priorities set forth in clause (3) below, until the
            Note Principal Balances thereof are reduced to zero, and

                              (b) to each class of [Class 3-AV] Notes (after the
               distribution of the Principal Distribution Amount from Loan
                Group [3] as provided in clause (1)(A)(ii)(a) below), in the
                 order and priorities set forth in clause (4) below, until the
        Note Principal Balances thereof are reduced to zero,

                    (ii) from the Principal Distribution Amount for Loan
Group [3], sequentially:                                

                           (a) to each class of [Class 3-AV] Notes, in the
                 order and priorities set forth in clause (4) below, until the
            Note Principal Balances thereof are reduced to zero, and

                              (b) to each class of [Class 2-AV] Notes (after the
               distribution of the Principal Distribution Amount from Loan
               Group [2] as provided in clause (1)(A)(i)(a) above), in the
                 order and priorities set forth in clause (3) below, until the
        Note Principal Balances thereof are reduced to zero,

                  (B) from the remaining Principal Distribution Amounts for Loan
Group [2] and Loan Group [3], sequentially:             

                    (i) sequentially, to the [Class MV-1], [Class MV-2],
      [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class
        MV-7], [Class MV-8] and [Class BV] Notes, in that order, in each
         case until the Note Principal Balance thereof is reduced to zero,
and                                                     

                      (ii) any remainder as part of the Adjustable Rate Loan
Group Excess Cashflow to be allocated as described under
"--Overcollateralization Provisions" below.             

      (2) For each Distribution Date on or after the Adjustable Rate
   Stepdown Date and so long as an Adjustable Rate Trigger Event is not in
  effect, from the Principal Distribution Amounts for Loan Group [2] and
Loan Group [3], sequentially:                                       

                (A) in an amount up to the [Class AV] Principal Distribution
         Target Amount, pro rata based on the related [Class AV] Principal
         Distribution Allocation Amount for the [Class 2-AV] Notes and the
            [Class 3-AV] Notes, respectively, concurrently, to (I) each class of
         [Class 2-AV] Notes, in an amount up to the [Class 2-AV] Principal
           Distribution Amount in the order and priorities set forth in clause
           (3) below, until the Note Principal Balances thereof are reduced to
           zero, and (II) each class of [Class 3-AV] Notes, in an amount up to
       the [Class 3-AV] Principal Distribution Amount in the order and
          priorities set forth in clause (4) below, until the Note Principal
            Balances thereof are reduced to zero; provided, however, that if the
            aggregate Note Principal Balance of the [Class 2-AV] Notes or [Class
           3-AV] Notes is reduced to zero then any remaining unpaid [Class AV]
       Principal Distribution Target Amount will be distributed to the
           remaining [Class AV] Notes in the order and priorities set forth in
          clause (3) or clause (4) below, as the case may be, until the Note
Principal Balances thereof are reduced to zero,         

               (B) sequentially, to the [Class MV-1], [Class MV-2], [Class
      MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7],
        [Class MV-8] and [Class BV] Notes, in that order, the Adjustable
            Rate Subordinate Class Principal Distribution Amount for that class,
           in each case until the Note Principal Balance thereof is reduced to
zero, and                                               

S-76

S-3
179th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 179th
               (C) any remainder as part of the Adjustable Rate Loan Group
Excess Cashflow to be allocated as described under      
"--Overcollateralization Provisions" below.             

           (3) On each Distribution Date on which any principal amounts are to
     be distributed to the [Class 2-AV] Notes, the amounts will be distributed
   concurrently, to the [Class 2-AV-1] and [Class 2-AV-2] Notes, pro rata,
     based on the Note Principal Balances thereof, in each case until the Note
 Principal Balance thereof is reduced to zero; provided, however, if a
   Group [2] Sequential Trigger Event is in effect, then principal will be
     distributed to the [Class 2-AV-1] and [Class 2-AV-2] Notes, sequentially,
   in that order, in each case until the Note Principal Balance thereof is
reduced to zero.                                                    

           (4) On each Distribution Date on which any principal amounts are to
     be distributed to the [Class 3-AV] Notes, the amounts will be distributed
   sequentially, to the [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] and
      [Class 3-AV-4] Notes, in that order, in each case until the Note Principal
Balance thereof is reduced to zero; provided, however, that on any  
      Distribution Date on which (x) the aggregate Note Principal Balance of the
      [Class AV] Notes is greater than the sum of the aggregate Stated Principal
      Balance of the Adjustable Rate Mortgage Loans and any amount on deposit in
   the Pre-Funding Account in respect of Loan Group [2] and Loan Group [3]
     and (y) the aggregate Note Principal Balance of the [Class 3-AV] Notes is
 greater than the sum of the aggregate Stated Principal Balance of the
 Group [3] Mortgage Loans and any amount on deposit in the Pre-Funding
Account in respect of Loan Group [3], any principal amounts to be   
     distributed to the [Class 3-AV] Notes will be distributed pro rata, based
on the Note Principal Balances thereof, in each case until the Note 
Principal Balance thereof is reduced to zero.                       

Notwithstanding the foregoing priority of distributions,
     distributions made to the [Class 2-AV] and [Class 3-AV] Notes pursuant to
clauses (1)(A)(i), (1)(A)(ii) and (2)(A) under                      
     "--Distributions--Distributions of Principal Distribution Amount for Loan
  Group [2] and Loan Group [3]" above, shall be deemed to have been made
from collections in respect of Loan Group [2] and Loan Group [3],   
respectively.]                                                      

     [Class AF-5B Policy. On any Distribution Date, the Indenture Trustee will
distribute to the holders of the [Class AF-5B] Notes, any Insured Payments      
received from the [Class AF-5B] Insurer with respect to the Distribution Date.] 

Owner Trust Certificate. The Owner Trust Certificate will remain    
outstanding for so long as the issuing entity will exist and represents all of  
the equity interests of the issuing entity. The holder of the Owner Trust       
Certificate, as provided in the Sale and Servicing Agreement, will be entitled  
to receive any available funds remaining after payment of interest and principal
on the Senior Notes and on the Subordinate Notes and payments to the [Class     
AF-5B] Insurer (each as described above). It is not anticipated that there will 
be any significant amounts remaining for distribution to the holder of the Owner
Trust Certificate.                                                              

[Overcollateralization Provisions]                                              

[On the Closing Date, it is expected that:                          

            o the sum of the aggregate Stated Principal Balance of the Group [1]
      Mortgage Loans and the original Pre-Funded Amount in respect of Loan Group
      [1] will exceed the initial aggregate Note Principal Balance of the [Class
   AF] Notes and the [Fixed Rate Subordinate Notes] by approximately [ ]%;
and                                                                 

            o the sum of the aggregate Stated Principal Balance of the Group [2]
      and Group [3] Mortgage Loans and the original Pre-Funded Amount in respect
  of Loan Group [2] and Loan Group [3] will exceed the initial aggregate
   Note Principal Balance of the [Class AV] Notes and the [Adjustable Rate
Subordinate Notes] by approximately [ ]%.                           

However, these amounts are less than the required initial levels of 
overcollateralization required by the Sale and Servicing Agreement. The weighted
average Adjusted Net Mortgage Rate for each group or groups of                  

S-77

S-3
180th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 180th
Mortgage Loans is generally expected to be higher than the weighted average of  
the Interest Rates on the related classes of Notes. As a result, interest       
collections on the Mortgage Loans are expected to be generated in excess of the 
amount of interest payable to the holders of the related Notes and the related  
fees and expenses payable by the issuing entity. Any interest payments received 
in respect of the Mortgage Loans in a Loan Group or Loan Groups in excess of the
amount that is needed to pay interest on the related Notes and the issuing      
entity's expenses related to that Loan Group (including in the case of Loan     
Group [1] and the [Class AF-5B] Notes, the [Class AF-5B] Premium due to the     
[Class AF-5B] Insurer) will be used to reduce the total Note Principal Balance  
of the related Notes, until the required level of overcollateralization has been
achieved. The excess cashflow, if any, will be applied on each Distribution Date
as a payment of principal on the related class or classes of Offered Notes then 
entitled to receive distributions in respect of principal, but only to the      
limited extent hereafter described. Thereafter, any remaining excess cashflow   
will be allocated to pay Net Rate Carryover and Unpaid Realized Loss Amounts in 
the amount and the priority described below.                                    

[Fixed Rate Loan Group Excess Cashflow.                             

The "Fixed Rate Loan Group Excess Cashflow" with respect to any     
Distribution Date is the sum of the amounts remaining as set forth in (i) clause
(2)(c) in "Distributions -- Distributions of Interest -- Distributions of       
Interest Funds for Loan Group [1]" for the Distribution Date and (ii) clause    
(1)(C) or (2)(D), as applicable, in "-- Distributions -- Distributions of       
Principal Distribution Amount for Loan Group [1]" for the Distribution Date.    

   With respect to any Distribution Date, any Fixed Rate Loan Group Excess
Cashflow will be paid to the classes of Notes in the following order of         
priority:                                                                       

1.    to the holders of the class or classes of [Class AF] Notes and
[Fixed Rate Subordinate Notes] then entitled to receive 
        distributions in respect of principal, in an amount equal to the
          Extra Principal Distribution Amount for Loan Group [1], payable to
     those holders as part of the Principal Distribution Amount as
    described under "--Distributions--Distributions of Principal
Distribution Amount for Loan Group [1]" above;          

 2.    sequentially, to the holders of the [Class MF-1], [Class MF-2],
      [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class
        MF-7], [Class MF-8] and [Class BF] Notes, in that order, in each
           case, first in an amount equal to any Interest Carry Forward Amount
    for that class, and second, in an amount equal to the Unpaid
Realized Loss Amount for that class;                    

      3.    to each class of [Class AF] Notes and [Fixed Rate Subordinate Notes]
            (in the case of the [Class AF]-1A Notes after application of amounts
       allocated to the issuing entity in respect of the [Class AF]-1A
         Corridor Contract to cover Net Rate Carryover), pro rata based on
            the Note Principal Balances thereof, to the extent needed to pay any
        unpaid Net Rate Carryover for each class of [Class AF] Notes and
          [Fixed Rate Subordinate Notes]; and then any Fixed Rate Loan Group
      Excess Cashflow remaining after the allocation to pay Net Rate
          Carryover based on the Note Principal Balances of those Notes will
        be distributed to each class of [Class AF] Notes and [Fixed Rate
         Subordinate Notes] with respect to which there remains any unpaid
           Net Rate Carryover, pro rata, based on the amount of the unpaid Net
Rate Carryover;                                         

   4.    if the Adjustable Rate Overcollateralization Target Amount has at
          any previous time been met, to the holders of the class or classes
        of [Class AV] Notes and [Adjustable Rate Subordinate Notes] then
          entitled to receive distributions in respect of principal, payable
        to those holders as part of the Principal Distribution Amount as
    described under "--Distributions--Distributions of Principal
            Distribution Amount for Loan Group [2] and Loan Group [3]" above, in
           an amount equal to the Extra Principal Distribution Amount for Loan
            Group [2] and Loan Group [3] not covered by the Adjustable Rate Loan
Group Excess Cashflow;                                  

   5.    sequentially, to the holders of the [Class 2-AV-2], [Class MV-1],
      [Class MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class
       MV-6], [Class MV-7], [Class MV-8] and [Class BV] Notes, in that
          order, in each case in an amount equal to the Unpaid Realized Loss
Amount for                                              

S-78

S-3
181st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 181st
   that class remaining undistributed after application of the
Adjustable Rate Loan Group Excess Cashflow;             

   6.    to the Carryover Reserve Fund, in an amount equal to the Required
    Carryover Reserve Fund Deposit (after giving effect to other
           deposits and withdrawals therefrom on the Distribution Date without
           regard to any amounts allocated to the issuing entity in respect of
         any Corridor Contract not required to cover Net Rate Carryover on
     the related class(es) of Notes on the Distribution Date); and

     7.    to fund distributions to the holder of the Owner Trust Certificate.

[Adjustable Rate Loan Group Excess Cashflow.                        

The "Adjustable Rate Loan Group Excess Cashflow" with respect to any
Distribution Date is the sum of the amounts remaining as set forth in (i) clause
(3)(b) in "--Distributions -- Distributions of Interest -- Distributions of     
Interest Funds for Loan Group [2] and Loan Group [3]" and (ii) clause (1)(B)(ii)
or (2)(C), as applicable, in "-- Distributions -- Distributions of Principal    
Distribution Amount for Loan Group [2] and Loan Group [3]."                     

 With respect to any Distribution Date, any Adjustable Rate Loan Group
Excess Cashflow will be paid to the classes of Notes in the following order of  
priority, in each case to the extent of the remaining Adjustable Rate Loan Group
Excess Cashflow:                                                                

1.    to the holders of the class or classes of [Class AV] Notes and
    [Adjustable Rate Subordinate Notes] then entitled to receive
           distributions in respect of principal, in an aggregate amount equal
         to the Extra Principal Distribution Amount for Loan Group [2] and
       Loan Group [3], payable to those holders as part of the related
Principal Distribution Amounts as described under       
            "--Distributions--Distributions of Principal Distribution Amount for
Loan Group [2] and Loan Group [3]" above;               

   2.    sequentially, to the holders of the [Class 2-AV-2], [Class MV-1],
      [Class MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class
       MV-6], [Class MV-7], [Class MV-8] and [Class BV] Notes, in that
            order, in each case, first in an amount equal to any Unpaid Realized
         Loss Amount for that class, and second, in an amount equal to the
Interest Carry Forward Amount for that class;           

    3.    to each class of [Class AV] Notes and [Adjustable Rate Subordinate
          Notes] (in each case after application of amounts allocated to the
        issuing entity in respect of the applicable Corridor Contract to
       cover Net Rate Carryover), pro rata based on the Note Principal
            Balances thereof, to the extent needed to pay any Net Rate Carryover
           for each class of [Class AV] Notes and [Adjustable Rate Subordinate
          Notes] remaining after application of amounts under the applicable
       Corridor Contract; provided that any Adjustable Rate Loan Group
      Excess Cashflow remaining after the allocation to pay Net Rate
          Carryover based on the Note Principal Balances of those Notes will
        be distributed to each class of [Class AV] Notes and [Adjustable
       Rate Subordinate Notes] with respect to which there remains any
       unpaid Net Rate Carryover (after the distribution based on Note
            Principal Balances), pro rata, based on the amount of the unpaid Net
Rate Carryover;                                         

  4.    if the Fixed Rate Overcollateralization Target Amount has at any
         previous time been met, to the holders of the class or classes of
            [Class AF] Notes and [Fixed Rate Subordinate Notes] then entitled to
       receive distributions in respect of principal, payable to those
         holders as part of the Principal Distribution Amount as described
       under "--Distributions--Distributions of Principal Distribution
         Amount for Loan Group [1]" above, in an amount equal to the Extra
           Principal Distribution Amount for Loan Group [1] not covered by the
Fixed Rate Loan Group Excess Cashflow;                  

S-79

S-3
182nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 182nd
 5.    sequentially, to the holders of the [Class MF-1], [Class MF-2],
      [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class
        MF-7], [Class MF-8] and [Class BF] Notes, in that order, in each
           case in an amount equal to the Unpaid Realized Loss Amount for that
         class remaining undistributed after application of the Fixed Rate
Loan Group Excess Cashflow;                             

   6.    to the Carryover Reserve Fund, in an amount equal to the Required
    Carryover Reserve Fund Deposit (after giving effect to other
           deposits and withdrawals therefrom on the Distribution Date without
           regard to any amounts allocated to the issuing entity in respect of
         any Corridor Contract not required to cover Net Rate Carryover on
 the related class(es) of Notes on the Distribution Date);

     7.    in the event that a [Class 3-AV-1] Acceleration Event is in effect,
         to the holders of the [Class 3-AV-1] Notes, in an amount equal to
the [Class 3-AV-1] Acceleration Amount; and             

     8.    to fund distributions to the holder of the Owner Trust Certificate,
      in the amounts specified in the Sale and Servicing Agreement.]

[The Corridor Contracts]                                                        

     [IndyMac Bank] has entered into the following four interest rate corridor
transactions with [ ] (the "Corridor Contract Counterparty"), each as evidenced 
by a confirmation between [IndyMac Bank] and the Corridor Contract Counterparty 
(together the "Corridor Contracts" and each, a "Corridor Contract"):            

o     the "[Class AF-1A] Corridor Contract,"                        

o     the "[Class 2-AV] Corridor Contract,"                         

o     the "[Class 3-AV] Corridor Contract," and                     

o     the "[Adjustable Rate Subordinate] Corridor Contract,"        

      [On or prior to the applicable Corridor Contract Termination Date, amounts
(if any) received under each Corridor Contract by the Corridor Contract         
Administrator and allocated to the Indenture Trustee for the benefit of the     
issuing entity will be used to pay Net Rate Carryover on the related class or   
classes of Notes as described above under "--Distributions--Distributions of    
Funds from the Corridor Contracts." Amounts allocated to the Indenture Trustee  
in respect of the Corridor Contracts will not be available to pay Net Rate      
Carryover on any class of Notes other than the related class or classes of      
Notes. On any Distribution Date, after application of any amounts allocated to  
the Indenture Trustee in respect of the Corridor Contracts to pay Net Rate      
Carryover, any remaining amounts will be distributed as described above under   
"--Distributions--Distributions of Funds from the Corridor Contracts" and will  
not thereafter be available for payments of Net Rate Carryover for any class of 
Notes, unless the remaining amounts are allocated to the Indenture Trustee in   
connection with an early termination of the related Corridor Contract in which  
case the amounts will be held by the Indenture Trustee until the applicable     
Corridor Contract Termination Date for distribution as described above under "--
Distributions --Distributions of Funds from the Corridor Contracts."]           

   [With respect to each Corridor Contract and any Distribution Date on or
prior to the applicable Corridor Contract Termination Date, the amount payable  
by the Corridor Contract Counterparty under a Corridor Contract will equal the  
product of:                                                                     

 (i) the excess (if any) of (x) the lesser of (A) [One-Month LIBOR (as
determined by the Corridor Contract Counterparty) and (B) the applicable        
Corridor Contract Ceiling Rate (if any) for the Distribution Date over (y) the  
applicable Corridor Contract Strike Rate for the Distribution Date,             

(ii) the applicable Corridor Contract Notional Balance for the      
Distribution Date, and                                                          

S-80

S-3
183rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 183rd
    (iii) the [actual number of days in the related Accrual Period], divided
by 360.]                                                                        

    The "Notional Balance," the "Strike Rate" and the "Ceiling Rate" for the
[Class AF-1A] Corridor Contract for each Distribution Date are as described in  
the following table:                                                            

                                                        [Enlarge/Download Table]

  Month of                                              Month of                                          
Distribution    Notional                              Distribution   Notional                             
    Date      Balance ($)  Strike Rate  Ceiling Rate      Date      Balance ($)  Strike Rate  Ceiling Rate
------------  -----------  -----------  ------------  ------------  -----------  -----------  ------------
                                                                                                          


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

S-81

S-3
184th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 184th
   The "Notional Balance," "Strike Rate" and "Ceiling Rate" for the [Class
2-AV] Corridor Contract for each Distribution Date are as described in the      
following table:                                                                

                                                        [Enlarge/Download Table]

  Month of                                              Month of                                          
Distribution    Notional                              Distribution                                        
    Date      Balance ($)  Strike Rate  Ceiling Rate      Date      Balance ($)  Strike Rate  Ceiling Rate
------------  -----------  -----------  ------------  ------------  -----------  -----------  ------------
                                                                                                          


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

S-82

S-3
185th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 185th
   The "Notional Balance," "Strike Rate" and "Ceiling Rate" for the [Class
3-AV] Corridor Contract for each Distribution Date are as described in the      
following table:                                                                

                                                        [Enlarge/Download Table]

  Month of                                              Month of                                          
Distribution                                          Distribution                                        
    Date      Balance ($)  Strike Rate  Ceiling Rate      Date      Balance ($)  Strike Rate  Ceiling Rate
------------  -----------  -----------  ------------  ------------  -----------  -----------  ------------
                                                                                                          


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

S-83

S-3
186th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 186th
The "Notional Balance," "Strike Rate" and "Ceiling Rate" for the    
[Adjustable Rate Subordinate] Corridor Contract for each Distribution Date are  
as described in the following table:                                            

                                                        [Enlarge/Download Table]

  Month of                                              Month of                                          
Distribution    Notional                              Distribution                                        
    Date      Balance ($)  Strike Rate  Ceiling Rate      Date      Balance ($)  Strike Rate  Ceiling Rate
------------  -----------  -----------  ------------  ------------  -----------  -----------  ------------
                                                                                                          


[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

S-84

S-3
187th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 187th
Each Corridor Contract is scheduled to remain in effect until the   
Distribution Date set forth below:                                              

       Corridor Contract          Corridor Contract Termination Date
       -----------------          ----------------------------------
[Class AF-1A] Corridor Contract        [        ] 20[     ]         
[Class 2-AV] Corridor Contract        [        ] 20[     ]        
[Class 3-AV] Corridor Contract        [        ] 20[     ]        
[Adjustable Rate Subordinate]         [        ] 20[     ]        
Corridor Contract                                     

[Each Corridor Contract will be subject to early termination only in
limited circumstances. These circumstances generally include certain insolvency 
or bankruptcy events in relation to the Corridor Contract Counterparty or the   
Corridor Contract Administrator, the failure by the Corridor Contract           
Counterparty (three business days after notice of the failure is received by the
Corridor Contract Counterparty) to make a payment due under the Corridor        
Contract and the Corridor Contract becoming illegal or subject to certain kinds 
of taxation.]                                                                   

[If any Corridor Contract is terminated, the Corridor Contract      
Counterparty may owe a termination payment, payable in a lump sum. Any          
termination payment will be allocated by the Corridor Contract Administrator    
between the Indenture Trustee and [IndyMac Bank], based on, with respect to the 
Indenture Trustee, a fraction, the numerator of which is the lesser of (x) the  
related Corridor Contract Notional Balance at the time of termination and (y)   
the aggregate Note Principal Balance of the related class or classes of Notes at
the time of termination, and the denominator of which is the related Corridor   
Contract Notional Balance at the time of termination, and with respect to       
IndyMac Bank, a fraction, the numerator of which is the excess, if any, of (x)  
the related Corridor Contract Notional Balance at the time of termination over  
(y) the aggregate Note Principal Balance of the related class or classes of     
Notes at the time of termination, and the denominator of which is the Corridor  
Contract Notional Balance at the time of termination. The portion of any        
termination payment that is allocated to the issuing entity will be held by the 
Indenture Trustee until the applicable Corridor Contract Termination Date to pay
any Net Rate Carryover on the related class or classes of Notes. However, if a  
termination occurs, we cannot assure you that a termination payment will be     
owing to the Indenture Trustee. The Sale and Servicing Agreement does not       
provide for the substitution of a replacement corridor contract in the event of 
a termination of an existing Corridor Contract or in any other circumstance.]   

    The significance percentage for each Corridor Contract is [less than 10%
and in the aggregate, the significance percentage of for all of the Corridor    
Contracts with the Corridor Contract Counterparty is less than 10%]. The        
"significance percentage" for each Corridor Contract is the percentage that the 
significance estimate of the Corridor Contract represents of the aggregate Class
Principal Balances of the Notes related to the Corridor Contract. The           
"significance estimate" of each Corridor Contract is determined based on a      
reasonable good-faith estimate of the maximum probable exposure of the Corridor 
Contract, made in substantially the same manner as that used in IndyMac Bank'   
internal risk management process in respect of similar instruments.             

    [Insert Description of the Corridor Contract Counterparty - Detail to be
based on Significance Percentage determination above]                           

The Notes do not represent an obligation of the Corridor Contract   
Counterparty or the Corridor Contract Administrator. The holders of the Notes   
are not parties to or beneficiaries under any Corridor Contract or the Corridor 
Contract Administration Agreement and will not have any right to proceed        
directly against the Corridor Contract Counterparty in respect of its           
obligations under any Corridor Contract or against the Corridor Contract        
Administrator in respect of its obligations under the Corridor Contract         
Administration Agreement.                                                       

Each Corridor Contract will be filed with the SEC as an Exhibit to a
Current Report on Form 8-K after the Closing Date.                              

[Calculation of One-Month LIBOR                                                 

     On each Interest Determination Date, the Indenture Trustee will determine
the London interbank offered rate for [one-month] United States dollar deposits 
("One-Month LIBOR") for the Accrual Period on the basis of the rate as it       
appears on Telerate Screen Page 3750, as of 11:00 a.m., London time, on the     
Interest Determination Date. If the rate does not appear on Telerate Screen Page
3750 (or any replacement page as may replace that page on that                  

S-85

S-3
188th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 188th
service, or if the service is no longer offered, another service for displaying 
LIBOR or comparable rates as may be reasonably selected by the Indenture        
Trustee), One-Month LIBOR for the applicable Accrual Period will be the         
Reference Bank Rate as defined in this prospectus supplement. If these          
quotations cannot be obtained and the Reference Bank Rate is not available,     
One-Month LIBOR will be the One-Month LIBOR applicable to the preceding Accrual 
Period.                                                                         

    The establishment of One-Month LIBOR on each Interest Determination Date
by the Indenture Trustee and the Indenture Trustee's calculation of the rate of 
interest applicable to the [Adjustable Rate Notes] for the related Accrual      
Period will (in the absence of manifest error) be final and binding.]           

[Carryover Reserve Fund                                                         

   The Sale and Servicing Agreement establishes an account (the "Carryover
Reserve Fund"), which is held in trust by the Indenture Trustee on behalf of the
holders of the interest-bearing notes. On the Closing Date, [IndyMac Bank] will 
deposit $[ ] in the Carryover Reserve Fund.                                     

On each Distribution Date, the Indenture Trustee will deposit in the
Carryover Reserve Fund amounts allocated to the issuing entity in respect of the
Corridor Contracts. On each Distribution Date, the amounts allocated to the     
issuing entity in respect of each applicable Corridor Contract will be          
distributed to the related [Adjustable Rate Notes] to pay any Net Rate Carryover
on the related [Adjustable Rate Notes] as described under "-- Distributions --  
Distributions of Funds from the Corridor Contracts" above.                      

      On each Distribution Date, to the extent that Fixed Rate Loan Group Excess
Cashflow is available as described under "-- Overcollateralization Provisions --
Fixed Rate Loan Group Excess Cashflow" above or Adjustable Rate Loan Group      
Excess Cashflow is available as described under "-- Overcollateralization       
Provisions -- Adjustable Rate Loan Group Excess Cashflow" above, the Indenture  
Trustee will deposit in the Carryover Reserve Fund the amount needed to pay any 
Net Rate Carryover as described under "-- Overcollateralization Provisions"     
above.                                                                          

      On each Distribution Date, to the extent that Fixed Rate Loan Group Excess
Cashflow is available as described under "-- Overcollateralization Provisions --
Fixed Rate Loan Group Excess Cashflow" above or Adjustable Rate Loan Group      
Excess Cashflow is available as described under "-- Overcollateralization       
Provisions -- Adjustable Rate Loan Group Excess Cashflow" above, the Indenture  
Trustee will deposit in the Carryover Reserve Fund an amount equal to the       
excess, if any, of (i) $[ ] over (ii) the amount of funds on deposit in the     
Carryover Reserve Fund following all other deposits to, and withdrawals from,   
the Carryover Reserve Fund on the Distribution Date (the "Required Carryover    
Reserve Fund Deposit").]                                                        

[Applied Realized Loss Amounts                                                  

 If on any Distribution Date, after giving effect to the distributions
described above, the aggregate Note Principal Balance of the [Class AF] and     
[Fixed Rate Subordinate Notes] exceeds the sum of the aggregate Stated Principal
Balance of the Mortgage Loans in Loan Group [1] and the amount on deposit in the
Pre-Funding Account in respect of Loan Group [1], the amount of the excess will 
be applied to reduce the Note Principal Balances of the [Class BF], [Class      
MF-8], [Class MF-7], [Class MF-6], [Class MF-5], [Class MF-4], [Class MF-3],    
[Class MF-2] and [Class MF-1] Notes, in that order, in each case until the Note 
Principal Balance of the class has been reduced to zero.                        

 If on any Distribution Date, after giving effect to the distributions
described above, the aggregate Note Principal Balance of the [Class AV] Notes   
and [Adjustable Rate Subordinate Notes] exceeds the sum of the aggregate Stated 
Principal Balance of the Mortgage Loans in Loan Group [2] and Loan Group [3] and
the amount on deposit in the Pre-Funding Account in respect of Loan Group [2]   
and Loan Group [3], the amount of the excess will be applied to reduce the Note 
Principal Balances of the [Class BV], [Class MV-8], [Class MV-7], [Class MV-6], 
[Class MV-5], [Class MV-4], [Class MV-3], [Class MV-2] and [Class MV-1] Notes,  
in that order, in each case until the Note Principal Balance of the class has   
been reduced to zero, after which, the Note Principal Balance of the [Class     
2-AV-2] Notes will be reduced by the amount by which the aggregate Note         
Principal Balance of the [Class 2-                                              

S-86

S-3
189th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 189th
AV] Notes exceeds the sum of the aggregate Stated Principal Balance of the      
Mortgage Loans in Group [2] and the amount on deposit in the Pre-Funding Account
in respect of Loan Group [2], until the Note Principal Balance of the [Class    
2-AV-2] Notes has been reduced to zero. A reduction described in this paragraph 
or the immediately preceding paragraph is referred to as an "Applied Realized   
Loss Amount." Applied Realized Loss Amounts will not be allocated to the Senior 
Notes (other than the [Class 2-AV-2] Notes).                                    

   Interest on any class of Notes, the Note Principal Balance of which has
been reduced through the application of Applied Realized Loss Amounts as        
described above will accrue for the related class of Notes on the Note Principal
Balance as so reduced unless the Note Principal Balance is subsequently         
increased due to the allocation of Subsequent Recoveries to the Note Principal  
Balance of the class as described in the definition of "Note Principal Balance" 
described in this prospectus supplement under "-- Glossary of Terms --          
Definitions related to Payment Dates and Collections."]                         

[[Class AF-5B] Note Guaranty Insurance Policy                                   

 On the Closing Date, [ ] (the "[Class AF-5B] Insurer") will issue the
[Class AF-5B] Policy in favor of the Indenture Trustee on behalf of the [Class  
AF-5B] noteholders. The following summary of the provisions of the [Class AF-5B]
Policy does not purport to be complete and is qualified in its entirety by      
reference to the [Class AF-5B] Policy. The [Class AF-5B] Policy will be filed   
with the SEC as an Exhibit to a Current Report on Form 8-K after the Closing    
Date.                                                                           

  The [Class AF-5B] Insurer, will issue a note guaranty insurance policy
(the "Class AF-5B Policy") for the benefit of the holders of the [Class AF-5B]  
Notes. The [Class AF-5B] Insurer, in consideration of the payment of a premium  
and subject to the terms of the [Class AF-5B] Policy, unconditionally and       
irrevocably guarantees the payment of Insured Amounts to the Indenture Trustee  
on behalf of the holders of the [Class AF-5B] Notes and payments of Preference  
Amounts as described below. The [Class AF-5B] Insurer will pay Insured Amounts  
which are Due for Payment to the Indenture Trustee on the later of:             

   o     [the Distribution Date the Insured Amount is distributable to the
       holders of the [Class AF-5B] Notes under the Sale and Servicing
Agreement, and]                                         

o     [the second Business Day following the Business Day the [Class
            AF-5B] Insurer shall have received telephonic or telegraphic notice,
           subsequently confirmed in writing, the original of which is sent by
            registered or certified mail, from the Indenture Trustee, specifying
         that an Insured Amount is due in accordance with the terms of the
            [Class AF-5B] Policy; provided that, if the notice is received after
        12:00 noon, New York City time, on any Business Day, it shall be
deemed to be received on the following Business Day. ]  

    If any notice is not in proper form or is otherwise insufficient for the
purpose of making a claim under the [Class AF-5B] Policy, it shall be deemed not
to have been received for purposes of this paragraph, and the [Class AF-5B]     
Insurer shall promptly so advise the Indenture Trustee and the Indenture Trustee
may submit an amended or corrected notice.                                      

      The [Class AF-5B] Insurer's obligation under the [Class AF-5B] Policy will
be discharged to the extent that funds are received by the Indenture Trustee for
payment to the holders of the [Class AF-5B] Notes whether or not those funds are
properly paid by the Indenture Trustee. Payments of Insured Amounts will be made
only at the time set forth in the [Class AF-5B] Policy, and no accelerated      
payments of Insured Amounts will be made regardless of any acceleration of the  
[Class AF-5B] Notes, unless the acceleration is at the sole option of the [Class
AF-5B] Insurer.                                                                 

   For purposes of the [Class AF-5B] Policy, a holder does not and may not
include any of the Indenture Trustee, the Sellers, the Depositor or the         
Servicer.                                                                       

The [Class AF-5B] Policy will not cover:                            

S-87

S-3
190th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 190th
      o     shortfalls, if any, attributable, to Prepayment Interest Shortfalls;

      o     any interest shortfalls resulting from the application of the Relief
         Act or similar state or local laws, or any Net Rate Carryover; or

      o     any shortfalls, if any, attributable to the liability of the issuing
           entity, the Indenture Trustee or any holder of a [Class AF-5B] Note
          for withholding taxes, if any (including interest and penalties in
respect of any liability for withholding taxes).]       

[In addition, the [Class AF-5B] Policy:                 

      o     does not cover any risk other than Nonpayment, including the failure
            of the Indenture Trustee to make any payment required under the Sale
          and Servicing Agreement to the holders of the [Class AF-5B] Notes;

  o     does not guarantee to the holders of the [Class AF-5B] Notes any
particular rate of --- principal payment; and           

  o     does not provide credit enhancement for any class of Notes other
than the [Class --- AF-5B] Notes.                       

   No person other than the Indenture Trustee shall be entitled to present
the notice under the [Class AF-5B] Policy.                                      

     In the absence of payments under the [Class AF-5B] Policy, holders of the
[Class AF-5B] Notes will directly bear the credit risks associated with their   
Notes.                                                                          

     The [Class AF-5B] Insurer will be subrogated to the rights of each holder
of the [Class AF-5B] Notes to the extent of any payment by the [Class AF-5B]    
Insurer under the [Class AF-5B] Policy.                                         

  The [Class AF-5B] Insurer agrees that if it shall be subrogated to the
rights of the holders of the [Class AF-5B] Notes, no recovery of the payment    
will occur unless the full amount of the holders' allocable distributions for   
the Distribution Date can be made. In so doing, the [Class AF-5B] Insurer does  
not waive its rights to seek full payment of all Reimbursement Amounts owed to  
it under the Sale and Servicing Agreement.                                      

     The [Class AF-5B] Policy and the obligations of the [Class AF-5B] Insurer
thereunder will terminate without any action on the part of the [Class AF-5B]   
Insurer or any other person on the date following the later to occur of (i) the 
date that is one year and one day following the date on which all amounts       
required to be paid on the [Class AF-5B] Notes have been paid in full and (ii)  
if any proceeding referenced in the immediately following paragraph has been    
commenced on or prior to the date specified in clause (i) of this paragraph, the
30th day after the entry of a final, nonappealable order in resolution or       
settlement of the proceeding. Upon termination of the [Class AF-5B] Policy, the 
Indenture Trustee will forthwith deliver the original of the [Class AF-5B]      
Policy to the [Class AF-5B] Insurer.                                            

    Pursuant to the [Class AF-5B] Policy, the [Class AF-5B] Insurer will pay
any Preference Amount when due to be paid pursuant to the Order (as defined     
below), but in any event no earlier than the third Business Day following       
receipt by the [Class AF-5B] Insurer of:                                        

           (i) a certified copy of a final, non-appealable order of a court or
  other body exercising jurisdiction in the insolvency proceeding to the
    effect that the Indenture Trustee, or holder of a [Class AF-5B] Note, as
   applicable, is required to return the Preference Amount paid during the
   term of the [Class AF-5B] Policy because the payments were avoided as a
      preferential transfer or otherwise rescinded or required to be restored by
  the Indenture Trustee or holder of a [Class AF-5B] Note (the "Order"),

           (ii) a notice by or on behalf of the Indenture Trustee or holder of
      a [Class AF-5B] Note that the Order has been entered and is not subject to
any stay,                                                           

S-88

S-3
191st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 191st
      (iii) an assignment, in form and substance satisfactory to the
[Class AF-5B] Insurer, duly executed and delivered by the Indenture 
   Trustee or holder of a [Class AF-5B] Note, irrevocably assigning to the
   [Class AF-5B] Insurer all rights and claims of the Indenture Trustee or
    the holder relating to or arising under the Sale and Servicing Agreement
     against the estate of the issuing entity or otherwise with respect to the
Preference Amount and                                               

        (iv) a notice (in the form provided in the [Class AF-5B] Policy)
    appropriately completed and executed by the Indenture Trustee; provided,
      that if the documents are received after 12:00 noon, New York City time on
any Business Day, they will be deemed to be received the following  
    Business Day; provided further, that the [Class AF-5B] Insurer shall not
be obligated to make any payment in respect of any Preference Amount
   representing a payment of principal on the [Class AF-5B] Notes prior to
 the time the [Class AF-5B] Insurer would have been required to make a
     payment in respect of the principal pursuant to the [Class AF-5B] Policy.

The payment shall be disbursed to the receiver, conservator,        
debtor-in-possession or Indenture Trustee in bankruptcy named in the Order, and 
not to the Indenture Trustee or to the holders of the [Class AF-5B] Notes       
directly, unless a holder of a [Class AF-5B] Note has made a payment of the     
Preference Amount to the court or the receiver, conservator,                    
debtor-in-possession or Indenture Trustee in bankruptcy named in the Order, in  
which case the [Class AF-5B] Insurer will pay to the Indenture Trustee on behalf
of the holder, subject to the delivery of (a) the items referred to in clauses  
(i), (ii), (iii) and (iv) above to the [Class AF-5B] Insurer and (b) evidence   
satisfactory to the [Class AF-5B] Insurer that payment has been made to the     
court or receiver, conservator, debtor-in-possession or Indenture Trustee in    
bankruptcy named in the Order.                                                  

   As used in the [Class AF-5B] Policy, the following terms shall have the
following meanings:                                                             

"Deficiency Amount" with respect to:                                

(A) each Distribution Date prior to the Maturity Date for the [Class
AF-5B] Notes, means an amount equal to the sum of (i) the excess, if any, of (a)
the amount of Current Interest on the [Class AF-5B] Notes net of any interest   
shortfalls resulting from Prepayment Interest Shortfalls and any interest       
shortfalls resulting from the application of the Relief Act, or similar state or
local laws over (b) the [Class AF-5B] Available Funds for that Distribution     
Date, and (ii) for any Distribution Date after the Note Principal Balance of the
[Fixed Rate Subordinate Notes] has been reduced to zero, the excess, if any of  
(a) the Note Principal Balance of the [Class AF-5B] Notes over (b) the sum of   
the aggregate Stated Principal Balance of the Mortgage Loans in Loan Group [1]  
and the amount on deposit in the Pre-Funding Account in respect of Loan Group   
[1], in each case taking into account all distributions to be made on the       
Distribution Date;                                                              

    (B) the Maturity Date for the [Class AF-5B] Notes, means an amount equal
to the sum of (i) the excess, if any, of (a) the amount of Current Interest on  
the [Class AF-5B] Notes net of any interest shortfalls resulting from Prepayment
Interest Shortfalls and any interest shortfalls resulting from the application  
of the Relief Act, or similar state or local laws over (b) the [Class AF-5B]    
Available Funds for that Distribution Date and (ii) the Note Principal Balance  
of the [Class AF-5B] Notes on the Maturity Date for the [Class AF-5B] Notes     
(after taking into account all distributions of [Class AF-5B] Available Funds to
be made to the [Class AF-5B] Notes on the Distribution Date); and               

     (C) for the [Class AF-5B] Notes and any date on which the acceleration of
the Notes has been directed or consented to by the [Class AF-5B] Insurer, means 
the excess of (i) the amount required to pay the Note Principal Balance of the  
[Class AF-5B] Notes in full, together with accrued and unpaid interest thereon  
through the date of payment of the [Class AF-5B] Notes and (ii) the [Class      
AF-5B] Available Funds for that Distribution Date.                              

    "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking or savings and loan institutions in the State of California, the  
State of New York or the cities in which the Corporate Trust Office of the      
Indenture Trustee is located, are authorized or obligated by law or executive   
order to be closed.                                                             

S-89

S-3
192nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 192nd
   "[Class AF-5B] Available Funds" means, with respect to any Distribution
Date, funds allocated from amounts available pursuant to the Sale and Servicing 
Agreement to make distributions on the [Class AF-5B] Notes on the Distribution  
Date, other than any Insured Amounts.                                           

     "Distribution Date" means the [ ]th day of any month, or if the [ ]th day
is not a Business Day, the Business Day immediately following the [ ]th day,    
commencing in [ ] 200[ ].                                                       

"Due for Payment" means with respect to an Insured Amount, the      
Distribution Date on which Insured Amounts are due and payable pursuant to the  
terms of the Sale and Servicing Agreement.                                      

"Insured Amounts" means, with respect to any Distribution Date, the 
Deficiency Amount for the Distribution Date.                                    

"Insured Payments" means, with respect to any Distribution Date, the
aggregate amount actually paid by the [Class AF-5B] Insurer to the Indenture    
Trustee in respect of (i) Insured Amounts for a Distribution Date and (ii)      
Preference Amounts for any given Business Day.                                  

 "Late Payment Rate" means, with respect to any Distribution Date, the
lesser of (i) the greater of (a) the rate of interest, as it is publicly        
announced by [ ] at its principal office in New York, New York as its prime rate
(any change in the prime rate of interest to be effective on the date the change
is announced by Citibank, N.A.) plus [ ]% and (b) the then applicable highest   
rate of interest on the [Class AF-5B] Notes and (ii) the maximum rate           
permissible under applicable usury or similar laws limiting interest rates. The 
Late Payment Rate shall be computed on the basis of the actual number of days   
elapsed over a year of 360 days.                                                

 "Nonpayment" means, with respect to any Distribution Date, an Insured
Amount is Due for Payment but has not been paid pursuant to the Sale and        
Servicing Agreement.                                                            

    "Preference Amount" means any amount payable on the [Class AF-5B] Notes,
which has become Due for Payment and which was made to a holder of a [Class     
AF-5B] Note by or on behalf of the issuing entity, which has been deemed a      
preferential transfer and theretofore recovered from its holder pursuant to the 
United States Bankruptcy Code in accordance with a final, nonappealable order of
a court of competent jurisdiction.                                              

    "Reimbursement Amount" means, with respect to any Distribution Date, (i)
all Insured Payments paid by the [Class AF-5B] Insurer, but for which the [Class
AF-5B] Insurer has not been reimbursed prior to the Distribution Date, plus (ii)
interest accrued on the Insured Payments not previously repaid calculated at the
Late Payment Rate, from the date the Insured Payments were made.                

    Capitalized terms used herein as defined terms and not otherwise defined
herein shall have the meaning assigned to them in the Sale and Servicing        
Agreement, without regard to any amendment or modification thereof, unless the  
amendment or modification has been approved in writing by the [Class AF-5B]     
Insurer.                                                                        

 The [Class AF-5B] Policy is not cancelable. The premium on the [Class
AF-5B] Policy is not refundable for any reason including payment, or provision  
being made for payment, prior to maturity of the [Class AF-5B] Notes. [The Sale 
and Servicing Agreement does not provide for any substitution of the [Class     
AF-5B] Policy.                                                                  

      The [Class AF-5B] Policy is issued under and shall be construed under, the
laws of the State of New York, without giving effect to the conflict of laws    
principles thereof.                                                             

    THE INSURANCE PROVIDED BY THE [CLASS AF-5B] POLICY IS NOT COVERED BY THE
PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW    
YORK INSURANCE LAW.]                                                            

S-90

S-3
193rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 193rd
[The [Class AF-5B] Insurer                                                      

 The following information has been supplied by [ ], the [Class AF-5B]
Insurer, for inclusion in this prospectus supplement. No representation is made 
by the Sellers, the Servicer, the Indenture Trustee, the Underwriters or any of 
their affiliates as to the accuracy or completeness of the information.]        

[Item 1114 Disclosure to be provided by Insurer]                                

Reports to Noteholders                                                          

 The monthly statement is prepared by the trustee based on information
provided by the Servicer. The trustee is not responsible for recomputing,       
recalculating or verifying the information provided to it by the Servicer and   
will be permitted to conclusively rely on any information provided to it by the 
Servicer. The report to noteholders may include additional or other information 
of a similar nature to that specified above.                                    

[Voting Rights                                                                  

As of any date of determination:                                    

      o     holders of the Class [ ], Class [ ] and Class [ ] Notes will each be
   allocated [ ]% of all voting rights in respect of the notes
       (collectively, the "Voting Rights") (for a total of [ ]% of the
Voting Rights), and                                     

o     holders of the other classes of Notes will be allocated the   
 remaining Voting Rights in proportion to their respective
outstanding Class Note Balance.                         

Voting Rights will be allocated among the notes of each class in    
accordance with their respective Percentage Interests. However, on any date on  
which any Class [ ] Notes are outstanding or any amounts are owed the Class [ ] 
Insurer under the indenture, the Class [ ] Insurer will have all of the Voting  
Rights of the Class [ ] Notes unless the Class [ ] Insurer fails to make a      
required payment under the Class [ ] Policy, a proceeding in bankruptcy shall   
have been instituted by the Class [ ] Insurer, or a decree or order for relief  
shall have been issued in respect of a proceeding in bankruptcy against the     
Class [ ] Insurer and shall remain unstayed for a period of [ ] consecutive     
days.]                                                                          

Optional Termination                                                            

 The [Servicer] will have the right to purchase all remaining Mortgage
Loans and REO Properties in the issuing entity and thereby effect early         
retirement of all the Notes, on any Distribution Date on or after the first     
Distribution Date on which the aggregate Stated Principal Balance of the        
Mortgage Loans and REO Properties in the issuing entity is less than or equal to
[ ]% of the sum of the Initial Cut-off Date Pool Principal Balance and the      
original Pre-Funded Amount (the "Optional Termination Date"). [The Servicer is  
an affiliate of the Sellers and the Depositor.]                                 

      [In the event the option is exercised by [the Servicer], the purchase will
be made at a price equal to the sum of:                                         

         (1) 100% of the Stated Principal Balance of each Mortgage Loan in
   the issuing entity (other than in respect of REO Property) plus accrued
interest thereon at the applicable Net Mortgage Rate, and           

     (2) the appraised value of any REO Property (up to the Stated
  Principal Balance of the related Mortgage Loan) in the issuing entity;

provided, however, that unless the [Class AF-5B] Insurer otherwise consents, the
purchase price will in no event be less than an amount that would result in a   
final distribution to the [Class AF-5B] Notes and the [Class AF-5B] Insurer,    
respectively, that is sufficient (x) to pay the [Class AF-5B] Notes in full and 
(y) to pay any amounts due and payable to the [Class AF-5B] Insurer pursuant to 
the Sale and Servicing Agreement.]                                              

S-91

S-3
194th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 194th
Notice of any termination, specifying the Distribution Date on which
related noteholders may surrender their Notes for payment of the final          
distribution and cancellation, will be given promptly by the Indenture Trustee  
by letter to related noteholders mailed not earlier than the 10th day and no    
later than the 15th day of the month immediately preceding the month of the     
final distribution. The notice will specify (a) the Distribution Date upon which
final distribution on related Notes will be made upon presentation and surrender
of the Notes at the office therein designated, (b) the amount of the final      
distribution, (c) the location of the office or agency at which the 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 Notes at the office therein specified.        

      In the event a notice of termination is given, the Servicer will cause all
funds in the Collection Account to be remitted to the Indenture Trustee for     
deposit in the Distribution Account on the Business Day prior to the applicable 
Distribution Date in an amount equal to the final distribution in respect of the
Notes. At or prior to the time of making the final payment on the Notes, the    
Servicer as agent of the Indenture Trustee will sell all of the assets of the   
issuing entity to the Servicer for cash. Proceeds from a purchase will be       
distributed to the noteholders and the [Class AF-5B] Insurer in the priority    
described above under "-- Distributions" and "-- Overcollateralization          
Provisions" and will reflect the current Note Principal Balance and other       
entitlements of each class at the time of liquidation. As a result, if any      
Applied Realized Loss Amounts have been allocated to any class or classes of    
Notes, any Unpaid Realized Loss Amounts would be paid in the order and priority 
set forth above under "-- Overcollateralization Provisions."                    

   The proceeds from any sale in connection the exercise of the option may
not be sufficient to distribute the full amount to which each class of Notes is 
entitled if the purchase price is based in part on the appraised value of any   
REO Property and that appraised value is less than the Stated Principal Balance 
of the related Mortgage Loan. Any purchase of the Mortgage Loans and REO        
Properties will result in a redemption of the Notes. At the time of the making  
of the final payment on the Notes, the Indenture Trustee shall distribute or    
credit, or cause to be distributed or credited, to the holder of the Owner Trust
Certificate all cash on hand related to the Owner Trust Certificate, and the    
issuing entity will terminate at that time. Once the issuing entity has been    
terminated, noteholders will not be entitled to receive any amounts that are    
recovered subsequent to the termination.                                        

Certain Matters related to the Servicer, the Depositor and the Sellers          

      The prospectus describes the indemnification to which the Servicer and the
Depositor (and their respective directors, officers, employees and agents) are  
entitled and also describes the limitations on any liability of the Servicer and
the Depositor (and their respective directors, officers, employees and agents)  
to the issuing entity. See "The Agreements -- Certain Matters Regarding the     
Servicer and the Depositor" in the prospectus. The Sale and Servicing Agreement 
provides that these same provisions regarding indemnification and exculpation   
apply to each Seller.                                                           

Ownership of the Owner Trust Certificate                                        

On the Closing Date, the Owner Trust Certificate will be acquired by
[      ]. [       ] may retain the Owner Trust Certificate or transfer it in    
other transactions.                                                             

Restrictions on Investment, Suitability Requirements                            

      An investment in the notes may not be appropriate for all investors due to
tax, ERISA or other legal requirements. Investors should review the disclosure  
included in this prospectus supplement and the prospectus under "Material       
Federal Income Tax Consequences," "ERISA Considerations" and "Legal Matters"    
prior to any acquisition and are encouraged to consult with their advisors prior
to purchasing the notes.                                                        

S-92

S-3
195th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 195th
 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

General                                                                         

     The weighted average life of, and the yield to maturity on, each class of
Offered Notes generally will be directly related to the rate of payment of      
principal (including prepayments) of the Mortgage Loans in the related Loan     
Group or Loan Groups. The actual rate of principal prepayments on the mortgage  
loans is influenced by a variety of economic, tax, geographic, demographic,     
social, legal and other factors and has fluctuated considerably in recent years.
In addition, the rate of principal prepayments may differ among pools of        
mortgage loans at any time because of specific factors relating to the mortgage 
loans in the particular pool, including, among other things, the age of the     
mortgage loans, the geographic locations of the properties securing the loans,  
the extent of the mortgagor's equity in the properties, and changes in the      
mortgagors' housing needs, job transfers and employment status. Furthermore, as 
described under "The Mortgage Pool -- Assignment of the Mortgage Loans" with    
respect to up to 50% of the Initial Mortgage Loans in each loan group and 90% of
the Subsequent Mortgage Loans in each loan group (the "Delay Delivery Mortgage  
Loans"), the Depositor may deliver the related Mortgage Files after the Closing 
Date. Should a Seller fail to deliver to the Depositor or other designee of the 
Depositor all or a portion of the Mortgage Files relating to Mortgage Loans sold
by it, or, at the Depositor's direction, to the Indenture Trustee within the    
time periods described under "The Mortgage Pool -- Assignment of the Mortgage   
Loans" [IndyMac Bank] will be required to use its best efforts to deliver a     
Substitute Mortgage Loan for the related Delay Delivery Mortgage Loan or        
repurchase the related Delay Delivery Mortgage Loan. Any repurchases pursuant to
this provision would also have the effect of accelerating the rate of           
prepayments on the Mortgage Loans. In addition, no less than approximately      
[    ]%, [    ]% and [    ]% of the Mortgage Loans in the Statistical           
Calculation Pool in respect of Loan Group [1], Loan Group [2] and Loan Group    
[3], respectively, in each case by principal balance of the Mortgage Loans in   
the Statistical Calculation Pool in respect of the related Loan Group, require  
the payment of a prepayment charge in connection with certain prepayments,      
generally [no later than the first five years in the case of the Mortgage Loans 
in Loan Group [1] or two or three years in the case of the Mortgage Loans in    
Loan Group [2] and Loan Group [3]], in each case following origination of the   
related Mortgage Loan. [These charges, if enforced by the Servicer, may affect  
the rate of prepayments on the Mortgage Loans.]                                 

    [In addition, no less than approximately [     ]%, [     ]% and [     ]%
of the Mortgage Loans in the Statistical Calculation Pool in respect of Loan    
Group [1], Loan Group [2] and Loan Group [3], respectively, in each case by     
principal balance of the Mortgage Loans in the Statistical Calculation Pool in  
respect of the related Loan Group provide for only payments of interest and do  
not provide for any payments of principal for an extended period following their
origination. These Mortgage Loans may involve a greater degree of risk because, 
if the related mortgagor defaults, the outstanding principal balance of the     
Mortgage Loans will be higher than for amortizing Mortgage Loans. During their  
interest only periods, these Mortgage Loans may be less likely to prepay as the 
interest only feature may reduce the perceived benefits of refinancing due to   
the smaller monthly payment. However, as an interest only mortgage loan         
approaches the end of its interest only period, it may be more likely to be     
prepaid, even if market interest rates at the time are only slightly higher or  
lower than the interest rate on the interest only mortgage loans as the related 
borrowers seek to avoid increases in their respective monthly mortgage payment.]

     The timing of changes in the rate of prepayments may significantly affect
the actual yield to investors who purchase the Offered Notes at prices other    
than par, even if the average rate of principal prepayments is consistent with  
the expectations of investors. In general, the earlier the payment of principal 
of the Mortgage Loans the greater the effect on an investor's yield to maturity.
As a result, the effect on an investor's yield of principal prepayments         
occurring at a rate higher (or lower) than the rate anticipated by the investor 
during the period immediately following the issuance of the Offered Notes may   
not be offset by a subsequent like reduction (or increase) in the rate of       
principal prepayments. Investors must make their own decisions as to the        
appropriate prepayment assumptions to be used in deciding whether to purchase   
any of the Offered Notes. The Depositor does not make any representations or    
warranties as to the rate of prepayment or the factors to be considered in      
connection with these determinations.                                           

      [The [Class AF-6] Notes will not be entitled to distributions of principal
until the Distribution Date in [     ] 200[ ] (except as otherwise described in 
this prospectus supplement). Thereafter, the relative entitlement of the [Class 
AF-6] Notes to payments in respect of principal is subject to increase in       
accordance with the calculation                                                 

S-93

S-3
196th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 196th
of the NAS Principal Distribution Amount. See "Description of the Notes --      
Distributions" in this prospectus supplement.]                                  

Prepayments and Yields for the Offered Notes                                    

   The extent to which the yield to maturity of the Offered Notes may vary
from the anticipated yield will depend upon the degree to which it is purchased 
at a discount or premium and, correspondingly, the degree to which the timing of
payments thereon is sensitive to prepayments, liquidations and purchases of the 
Mortgage Loans in the related Loan Group or Loan Groups. In particular, in the  
case of an Offered Note purchased at a discount, an investor should consider the
risk that a slower than anticipated rate of principal payments, liquidations and
purchases of the applicable Mortgage Loans could result in an actual yield to   
the investor that is lower than the anticipated yield and, in the case of an    
Offered Note purchased at a premium, the risk that a faster than anticipated    
rate of principal payments, liquidations and purchases of the Mortgage Loans    
could result in an actual yield to the investor that is lower than the          
anticipated yield.                                                              

[In general with respect to fixed rate mortgage loans, if prevailing
interest rates fall significantly below the interest rates on fixed rate        
mortgage loans, these mortgage loans are likely to be subject to higher         
prepayment rates than if prevailing rates remain at or above the interest rates 
on these mortgage loans. Conversely, if prevailing interest rates rise          
appreciably above the interest rates on fixed rate mortgage loans, the fixed    
rate mortgage loans are likely to experience a lower prepayment rate than if    
prevailing rates remain at or below the interest rates on these mortgage loans. 
In the event that Mortgage Loans in Loan Group [1] with higher Mortgage Rates   
prepay at rates higher than other Mortgage Loans in Loan Group [1], the         
applicable Net Rate Cap may be lower than otherwise would be the case. As a     
result, the interest payable on the related Offered Notes on a Distribution Date
could be reduced because of the imposition of the applicable Net Rate Cap. We   
cannot give any assurance as to the level of prepayment that the Mortgage Loans 
in Loan Group [1] will experience.]                                             

    [As is the case with fixed rate mortgage loans, adjustable rate mortgage
loans may be subject to a greater rate of principal prepayments in a declining  
interest rate environment. For example, if prevailing interest rates fall       
significantly, adjustable rate mortgage loans could be subject to higher        
prepayment rates than if prevailing interest rates remain constant because the  
availability of fixed rate mortgage loans at lower interest rates may encourage 
mortgagors to refinance their adjustable rate mortgage loans to a lower fixed   
interest rate. Prepayments on the Hybrid Mortgage Loans may differ as they      
approach their respective initial Adjustment Dates and prepayments on Mortgage  
Loans with interest-only terms may differ as they approach the ends of their    
interest-only periods. We can give no assurance as to the level of prepayment   
that the Adjustable Rate Mortgage Loans will experience.]                       

  [Although the Mortgage Rates on the Adjustable Rate Mortgage Loans are
subject to adjustment, the Mortgage Rates adjust less frequently than the       
Interest Rates on the [Class AV] Notes and the [Adjustable Rate Subordinate     
Notes] and adjust by reference to the Mortgage Index. Changes in [One-Month     
LIBOR] may not correlate with changes in the Mortgage Index and also may not    
correlate with prevailing interest rates. It is possible that an increased level
of [One-Month LIBOR] could occur simultaneously with a lower level of prevailing
interest rates which would be expected to result in faster prepayments, thereby 
reducing the weighted average lives of the related Notes. The Mortgage Rate     
applicable to all or substantially all of the Adjustable Rate Mortgage Loans and
any Adjustment Date will be based on the Mortgage Index value most recently     
announced generally as of a date [45 days prior to the Adjustment Date]. Thus,  
if the Mortgage Index value with respect to an Adjustable Rate Mortgage Loan    
rises, the lag in time before the corresponding Mortgage Rate increases will,   
all other things being equal, slow the upward adjustment of the applicable Net  
Rate Cap. In addition, it is expected that a substantial portion of the         
Adjustable Rate Mortgage Loans will have Mortgage Rates which will not adjust   
for a substantial period of time after origination. See "The Mortgage Pool" in  
this prospectus supplement.]                                                    

 [The portion of any proceeds of the Corridor Contracts payable to the
issuing entity are intended to provide the [Class AF-1A], [Class 2-AV], [Class  
3-AV] and the [Adjustable Rate Subordinate Notes] some protection against any   
Net Rate Carryover. However, payments that will be allocated to the issuing     
entity in respect of each Corridor Contract will be allocated based on the      
lesser of their respective Corridor Contract Notional Balances and the aggregate
Note Principal Balance of the related class(es) of Notes, and not on the actual 
Stated Principal Balances of the Mortgage Loans. Therefore, the Corridor        
Contracts may not provide sufficient funds to cover any Net Rate Carryover. In  
addition, payments under the Corridor Contracts are limited to a corridor of    
specified rates,                                                                

S-94

S-3
197th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 197th
which is substantially higher than the rate of [One-Month LIBOR] as of the date 
of this prospectus supplement and are only available to the Notes to the extent 
described under "Description of the Notes -- The Corridor Contracts" above.]    

[Although amounts allocated to the issuing entity in respect of the 
Corridor Contracts will be available to pay Net Rate Carryover on the related   
Notes to the extent described under "Description of the Notes -- Distributions  
-- Distributions of Funds from the Corridor Contracts" above, on or prior to    
their respective Corridor Contract Termination Dates, we cannot assure you that 
funds will be available or sufficient to pay these amounts. The ratings assigned
to the Offered Notes do not address the likelihood of the payment of Net Rate   
Carryover.]                                                                     

      The effective yield to the holders of the [Fixed Rate Notes] will be lower
than the yield otherwise produced by the applicable rate at which interest is   
passed through to these holders and the purchase price of the Notes because     
monthly distributions will not be payable to the holders until the [ th] day    
(or, if the [ th] day is not a Business Day, the following Business Day) of the 
month following the month in which interest accrues on the related Mortgage     
Loans (without any additional distribution of interest or earnings thereon in   
respect of the delay).                                                          

Maturity Date                                                                   

The "Maturity Date" for the Notes has been determined to be the     
Distribution Date in [ ] 20[ ] which is the Distribution Date occurring [ ]     
months following the final payment on the Mortgage Loans assuming that, among   
other things,                                                                   

o     no prepayments are received on the Mortgage Loans and         

    o     scheduled monthly payments of principal of and interest on each of
the Mortgage Loans are timely received.                 

  The actual final Distribution Date with respect to each class of these Notes
could occur significantly earlier than the Maturity Date because:               

      o     prepayments are likely to occur which will be applied to the payment
of the Note Principal Balances thereof, and             

   o     the [Servicer] may purchase all the Mortgage Loans in the issuing
          entity when the aggregate Stated Principal Balance of the Mortgage
            Loans and REO Properties in the issuing entity is less than or equal
      to [ ]% of the sum of [the Initial Cut-off Date Pool Principal
Balance and the original Pre-Funded Amount].            

Prepayment Model                                                                

Prepayments on mortgage loans are commonly measured relative to a   
prepayment model or standard. The prepayment models used in this prospectus     
supplement ("Prepayment Models") are based on an assumed rate of prepayment each
month of the then unpaid principal balance of a pool of mortgage loans similar  
to the Mortgage Loans in each Loan Group. [For the Fixed Rate Mortgage Loans,   
the Prepayment Model used in this prospectus supplement (the "Fixed Rate        
Prepayment Vector" or "FRPV") is a prepayment assumption which represents an    
assumed rate of prepayment each month relative to the then outstanding principal
balance of a pool of mortgage loans for the life of the mortgage loans. For     
example, a 100% FRPV assumes a constant prepayment rate ("CPR") of 2.0% per     
annum of the then outstanding principal balance of the Fixed Rate Mortgage Loans
in the first month of the life of the Mortgage Loans and an additional 2.0% per 
annum (i.e., 1/10 of the final per annum rate) in each month thereafter up to   
and including the tenth month. Beginning in the eleventh month and in each month
thereafter during the life of the Fixed Rate Mortgage Loans, a 100% FRPV assumes
a CPR of 20% per annum.]                                                        

      [For the Adjustable Rate Mortgage Loans, the Prepayment Model used in this
prospectus supplement ("Adjustable Rate Prepayment Vector" or "ARPV") represents
an assumed rate of prepayment each month relative to the then outstanding       
principal balance of a pool of mortgage loans for the life of the mortgage      
loans. For the Adjustable Rate Mortgage Loans with original months to reset     
terms less than or equal to 30 months as of the Initial                         

S-95

S-3
198th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 198th
Cut-off Date, 100% ARPV assumes 6% CPR in month 1, an additional 1/11th of 26%  
CPR for each month thereafter, increasing to 32% CPR in month 12 and remaining  
constant at 32% CPR until month 24, increasing to and remaining constant at 60% 
CPR from month 25 until month 28 decreasing 1/12th of 28% CPR for each month    
thereafter, decreasing to 32% CPR in month 40 and remaining constant at 32% CPR 
from month 41 and thereafter; provided, however, the prepayment rate will not   
exceed 85% CPR in any period for any given percentage of ARPV. For the          
Adjustable Rate Mortgage Loans with original months to reset terms greater than 
30 months as of the Initial Cut-off Date, 100% ARPV assumes 6% CPR in month 1,  
an additional 1/11th of 26% CPR for each month thereafter, increasing to 32% CPR
in month 12 and remaining constant at 32% CPR until month 36, increasing to and 
remaining constant at 60% CPR from month 37 until month 40, decreasing 1/12th of
28% CPR for each month thereafter, decreasing to 32% CPR in month 52 and        
remaining constant at 32% CPR from month 53 and thereafter; provided, however,  
the prepayment rate will not exceed 85% CPR in any period for any given         
percentage of ARPV. As used in the tables, 100% of the Prepayment Model means   
100% FRPV and 100% ARPV, as applicable.]                                        

      We cannot assure you, however, that prepayments on the Mortgage Loans will
conform to any level of the Prepayment Model, and no representation is made that
the Mortgage Loans will prepay at the prepayment rates shown or any other       
prepayment rate. The rate of principal payments on mortgage loans is influenced 
by a variety of economic, geographic, social and other factors, including the   
level of interest rates. Other factors affecting prepayment of mortgage loans   
include changes in obligors' housing needs, job transfers and unemployment. In  
the case of mortgage loans in general, if prevailing interest rates fall        
significantly below the interest rates on the mortgage loans, the mortgage loans
are likely to be subject to higher prepayment rates than if prevailing interest 
rates remain at or above the rates borne by the mortgage loans. Conversely, if  
prevailing interest rates rise above the interest on the mortgage loans, the    
rate of prepayment would be expected to decrease.                               

Decrement Tables; Weighted Average Lives                                        

    The tables below set forth the percentages of the initial Note Principal
Balance of each class of Offered Notes outstanding at the respective percentages
of the Prepayment Model that will be outstanding as of the twelfth Distribution 
Date and every twelfth Distribution Date thereafter. Those percentages have been
rounded to the nearest whole percentages, [and an asterisk (*) indicates a      
percentage less than 0.5% and greater than 0%]. In addition, the tables below   
set forth the weighted average lives of each class of Offered Notes to maturity 
and to optional termination at the respective percentages of the Prepayment     
Model. Each weighted average life of any Note presented below is determined by  
(a) multiplying the amount of each principal payment by the number of years from
the date of issuance to the related Distribution Date, (b) adding the results,  
and (c) dividing the sum by the initial respective Note Principal Balance for   
the class of Notes.                                                             

 The following tables have been prepared on the basis of the following
assumptions (collectively, the "Modeling Assumptions"):                         

        (1) the Mortgage Loans prepay at the indicated percentage of the
related Prepayment Model,                                           

          (2) distributions on the Notes are received, in cash, on the [ th]
   day of each month, commencing in [     ] 200[ ], in accordance with the
payment priorities defined in this prospectus supplement,           

         (3) no defaults or delinquencies in, or modifications, waivers or
 amendments respecting, the payment by the mortgagors of principal and
interest on the Mortgage Loans occur,                               

          (4) Scheduled Payments are assumed to be received on the first day
 of each month commencing in [     ] 200[ ], and prepayments represent
payment in full of individual Mortgage Loans and are assumed to be  
     received on the last day of each month, commencing in [     ] 200[ ], and
include 30 days' interest thereon,                                  

            (5) [the level of the Mortgage Index remains constant at [    ]% per
      annum, and the level of [One-Month LIBOR] remains constant at  [    ]% per
annum,]                                                             

S-96

S-3
199th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 199th
            (6) the Interest Margins or fixed rates for the Offered Notes remain
    constant at the rates applicable on or prior to the Optional Termination
  Date and the Interest Margins or fixed rates for the Offered Notes are
adjusted accordingly on any Distribution Date after the Optional    
Termination Date,                                                   

(7) the Notes are issued on [        ] 200[    ],       

        (8) [the Mortgage Rate for each Adjustable Rate Mortgage Loan is
     adjusted on its next Adjustment Date (and on subsequent Adjustment Dates,
if necessary) to equal the sum of                                   

    (a) the assumed level of the Mortgage Index, and

                (b) the respective Gross Margin (which sum is subject to the
         applicable periodic adjustment caps and floors and the applicable
lifetime adjustment caps and floors),]                  

          (9) except as indicated with respect to the weighted average lives
to maturity, the optional termination is exercised on the Optional  
Termination Date,                                                   

          (10) the scheduled monthly payment for each Mortgage Loan, [except
      for the interest-only Mortgage Loans during their respective interest-only
     periods,] is calculated based on its principal balance, mortgage rate and
   remaining amortization term to maturity so that each Mortgage Loan will
      amortize in amounts sufficient to repay the remaining principal balance of
      the Mortgage Loan by its remaining term to maturity (except in the case of
balloon loans), as indicated in the table below,                    

           (11) [any Mortgage Loan with a remaining interest-only term greater
    than zero does not amortize during the remaining interest-only term, and
    at the end of the remaining interest-only term, will amortize in amounts
 sufficient to repay the current balance of any Mortgage Loan over the
    remaining term to maturity calculated at the expiration of the remaining
interest-only term based on the applicable amortization method,]    

         (12) [scheduled monthly payments on each Adjustable Rate Mortgage
 Loan will be adjusted in the month immediately following each related
      interest adjustment date (as necessary) for the Mortgage Loan to equal the
fully amortizing payment described above,]                          

        (13) [the scheduled amortization for all Mortgage Loans is based
    upon their respective gross interest rates and the interest rate on each
   Fixed Rate Credit Comeback Loan will be deemed to be reduced by [ ]% on
   the Due Date following the end of each of the first four annual periods
      after the origination date, irrespective of whether the borrower qualifies
for the reduction by having a good payment history],                

      (14) all of the Pre-Funded Amount, if any, is used to purchase
Subsequent Mortgage Loans for inclusion on the Closing Date, and    

  (15) each Loan Group consists of Mortgage Loans having the
approximate characteristics described below:                        

S-97

S-3
200th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 200th
                                                        [Enlarge/Download Table]

                                                      Loan Group [1] Mortgage Loans                                         

                                                    Remaining      Remaining    Original                                    
                       Adjusted         Gross      Amortization     Term to     Interest-              Credit               
    Principal        Net Mortgage      Mortgage        Term        Maturity     Only Term     Age     Comeback  Amortization
    Balance($)         Rate (%)        Rate (%)      (months)      (months)     (months)    (months)  Feature      Method   
----------------  -----------------  ------------  ------------  ------------  -----------  --------  --------  ------------
                                                                                                                            


S-98

S-3
201st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 201st
                                                        [Enlarge/Download Table]

                                                      Loan Group [2] Mortgage Loans                                               

              Adjusted             Remaining    Remaining  Original                                                               
                 Net     Gross    Amortization   Term to   Interest-            Initial   Subsequent    Gross     Life            
Principal     Mortgage  Mortgage      Term      Maturity   Only Term    Age     Periodic   Periodic     Margin    Cap   Life Floor
Balance($)    Rate (%)  Rate (%)    (months)    (months)   (months)   (months)   Cap (%)    Cap (%)      (%)      (%)       (%)   
------------  --------  --------  ------------  ---------  ---------  --------  --------  ----------  ----------  ----  ----------
                                                                                                                                  



               Months to      Reset                                                                                               
Principal      Next Rate    Frequency                                                                                             
Balance($)     Adjustment   (months)                                                                                              
------------  -----------  ----------                                                                                             
                                                                                                                                  


S-99

S-3
202nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 202nd
                                                        [Enlarge/Download Table]

                                                      Loan Group [3] Mortgage Loans                                               

              Adjusted             Remaining    Remaining  Original                                                               
                 Net     Gross    Amortization   Term to   Interest-            Initial   Subsequent    Gross     Life            
Principal     Mortgage  Mortgage      Term      Maturity   Only Term    Age     Periodic   Periodic     Margin    Cap   Life Floor
Balance($)    Rate (%)  Rate (%)    (months)    (months)   (months)   (months)   Cap (%)    Cap (%)      (%)      (%)       (%)   
------------  --------  --------  ------------  ---------  ---------  --------  --------  ----------  ----------  ----  ----------
                                                                                                                                  



               Months to      Reset                                                                                               
Principal      Next Rate    Frequency                                                                                             
Balance($)     Adjustment   (months)                                                                                              
------------  -----------  ----------                                                                                             
                                                                                                                                  


S-100 

S-3
203rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 203rd
 Percentages of the Initial Note Principal Balances of the Offered Notes
 at the Respective Percentages of the Prepayment Model

                                                        [Enlarge/Download Table]

                          [Class AF-1A] and [Class AF-1B]                [Class AF-2]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                    [Class AF-3]                         [Class AF-4]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

S-101 

S-3
204th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 204th
                                                        [Enlarge/Download Table]

                          [Class AF-5A] and [Class AF-5B]                [Class AF-6]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                    [Class MF-1]                         [Class MF-2]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                    [Class MF-3]                         [Class MF-4]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

S-102 

S-3
205th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 205th
                                                        [Enlarge/Download Table]

                                    [Class MF-5]                         [Class MF-6]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                    [Class MF-7]                         [Class MF-8]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                     [Class BF]               [Class 2-AV-1] and [Class 2-AV-2] 
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

S-103 

S-3
206th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 206th
                                                        [Enlarge/Download Table]

                                   [Class 3-AV-1]                       [Class 3-AV-2]          
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                   [Class 3-AV-3]                       [Class 3-AV-4]          
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                    [Class MV-1]                         [Class MV-2]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

S-104 

S-3
207th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 207th
                                                        [Enlarge/Download Table]

                                    [Class MV-3]                         [Class MV-4]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                    [Class MV-5]                         [Class MV-6]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

                                                        [Enlarge/Download Table]

                                    [Class MV-7]                         [Class MV-8]           
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%  [   ]% [   ]% [   ]% [   ]% [   ]%
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%    100%   100%   100%   100%   100% 
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

S-105 

S-3
208th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 208th
                                                        [Enlarge/Download Table]

                                    [Class BV]                                                  
                         -----------------------------------  ----------------------------------
Distribution Date        [   ]% [   ]% [   ]%  [   ]% [   ]%                                    
-----------------        ------ ------ ------  ------ ------  ------ ------ ------ ------ ------
                                                                                                
Initial Percentage......  100%   100%   100%    100%   100%                                     
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        
[  ] [  ], 20[  ].......                                                                        

Weighted Average Life                                                           
to Optional Termination                                                         
(in years)..............                                                        
Weighted Average Life                                                           
to Maturity (in years)..                                                        

          [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

S-106 

S-3
209th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 209th
 LEGAL PROCEEDINGS

     There are no legal proceedings against [IndyMac Bank], the Depositor, the
Indenture Trustee, the issuing entity or the Servicer, or to which any of their 
respective properties are subject, that is material to the noteholders, nor is  
the Depositor aware of any proceedings of this type contemplated by governmental
authorities.                                                                    

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

General                                                                         

The following discussion, which summarizes the material U.S. federal
income tax aspects of the purchase, ownership and disposition of the Notes, is  
based on the provisions of the Internal Revenue Code of 1986, as amended (the   
"Code"), the Treasury Regulations thereunder, and published rulings and court   
decisions in effect as of the date hereof, all of which are subject to change,  
possibly retroactively. This discussion does not address every aspect of the    
U.S. federal income tax laws which may be relevant to beneficial owners of the  
Notes in light of their personal circumstances or to certain types of beneficial
owners of the Notes subject to special treatment under the U.S. federal income  
tax laws (for example, banks and life insurance companies). Investors are       
encouraged to consult their tax advisors regarding the U.S. federal, state,     
local, foreign, and any other tax consequences to them of investing in the      
Notes.                                                                          

Characterization of the Notes as Indebtedness                                   

     In the opinion of Sidley Austin LLP, special tax counsel to the depositor
("Tax Counsel"), the Notes will be treated as debt to a noteholder other than   
the owner of the Owner Trust Certificate for U.S. federal income tax purposes.  
This opinion is based on the application of current law to the facts as         
established by the Indenture and other relevant documents and assumes compliance
with the Indenture as in effect on the date the Notes are issued.               

      Although the non-tax treatment of the transaction will differ from the tax
treatment, this will not cause the Notes to be treated as other than            
indebtedness for federal income tax purposes. Under the Indenture, the issuing  
entity and the noteholders, by accepting the Notes, and each Note owner by      
acquiring a beneficial interest in a Note, agree to treat the Notes as          
indebtedness secured by the mortgage loans for U.S. federal income tax purposes.
Different criteria are used to determine the non-tax accounting characterization
of the transaction, however.                                                    

   In general, for U.S. federal income tax purposes, whether a transaction
constitutes a sale of property or a loan, the repayment of which is secured by  
property, is a question of fact, the resolution of which is based upon the      
economic substance of the transaction rather than its form or label. Although   
the Internal Revenue Service ("IRS") and the courts have set forth several      
factors to be taken into account in determining whether the substance of a      
transaction is a sale of property or a secured loan, the primary factor in      
making this determination is whether the transferee has assumed the risk of loss
or other economic burdens relating to the property and has obtained the benefits
of ownership thereof. Tax Counsel has analyzed and relied on several factors in 
reaching its opinion that the weight of the benefits and burdens of ownership of
the mortgage loans has not been transferred to the beneficial owners of the     
Notes.                                                                          

In some instances, courts have held that a taxpayer is bound by the 
particular form it has chosen for a transaction, even if the substance of the   
transaction does not accord with its form. Tax Counsel has advised that the     
rationale of those cases will not apply to this transaction, because the form of
the transaction as reflected in the operative provisions of the documents either
accords with the characterization of the Notes as debt or otherwise makes the   
rationale of those cases inapplicable to this situation.                        

Classification of the Issuing Entity as a Partnership or a Corporation          

 Tax Counsel is of the opinion that neither the issuing entity nor any
portion of the issuing entity will be treated as a corporation or publicly      
traded partnership taxable as a corporation. See "Material Federal Income Tax   
Consequences" in the prospectus. The opinion of Tax Counsel, however, is not    
binding on the courts or the IRS. It is                                         

S-107 

S-3
210th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 210th
possible the IRS could assert that, for purposes of the Code, the transaction   
contemplated by this prospectus supplement and the accompanying prospectus with 
respect to the Notes constitutes a sale of the mortgage loans to the issuing    
entity and a sale of interests in the issuing entity to the investors (that is, 
the IRS could assert that the transaction is actually a sale to the investors   
of beneficial ownership in the underlying mortgage loans). Similarly, the IRS   
could assert that the issuing entity is properly treated as a corporation or    
partnership and that the investors are properly treated as stockholders or      
partners.                                                                       

    If it were determined that this transaction created an entity classified
as a corporation (including a publicly traded partnership taxable as a          
corporation), the issuing entity would be subject to U.S. federal corporate     
income tax on the income it derives from the mortgage loans, which would reduce 
the amounts available for payment to the beneficial owners of the Notes. Cash   
payments to the beneficial owners of the Notes generally would be treated as    
dividends for tax purposes to the extent of such corporation's earnings and     
profits.                                                                        

 If the issuing entity were to be treated as a partnership between the
beneficial owners of the Notes and the holder of the Owner Trust Certificate,   
the partnership itself would not be subject to U.S. federal income tax (unless  
it was characterized as a publicly traded partnership taxable as a corporation);
rather, the owner of the Owner Trust Certificate and each investor would be     
taxed individually on their respective distributive shares of the partnership's 
income, gain, loss, deductions, and credits. In addition, as a partner, the     
amount and timing of the investor's items of income and deductions could differ 
from the amount and timing of the investor's items of income and deduction as a 
debt holder.                                                                    

Possible Classification of the Issuing Entity as a Taxable Mortgage Pool        

    Section 7701(i) of the Code provides that any entity (or a portion of an
entity) that is a "taxable mortgage pool" will be classified as a taxable       
corporation and will not be permitted to file a consolidated U.S. federal income
tax return with another corporation. Any entity (or a portion of any entity)    
will be a taxable mortgage pool if (i) substantially all of its assets consist  
of debt instruments, more than 50% of which are real estate mortgages, (ii) the 
entity is the obligor under debt obligations with two or more maturities, and   
(iii) under the entity's debt obligations (or an underlying arrangement),       
payments on the debt obligations bear a relationship to the debt instruments    
held by the entity.                                                             

   Assuming that all of the provisions of the Sale and Servicing Agreement
and the Trust Agreement, as in effect on the date of issuance, are complied     
with, Tax Counsel is of the opinion that neither the issuing entity nor any     
portion of the issuing entity will be a taxable mortgage pool under Section     
7701(i) of the Code. The opinion of Tax Counsel, however, is not binding on the 
IRS or the courts. If the IRS were to contend successfully that the arrangement 
created by the Sale and Servicing Agreement and the Trust Agreement is a taxable
mortgage pool, the arrangement would be subject to U.S. federal corporate income
tax on its taxable income generated by ownership of the mortgage loans. That tax
would reduce amounts available for payments to beneficial owners of the Notes.  
The amount of the tax would depend upon whether payments to beneficial owners of
the Notes would be deductible as interest expense in computing the taxable      
income of such an arrangement as a taxable mortgage pool.                       

Taxation of Interest Income of Beneficial Owners of Notes                       

    Assuming that the interest is "unconditionally payable," the interest on
the Notes will be taxable as ordinary income and includible in the income of the
beneficial owners of the Notes in accordance with their usual methods of        
accounting. See "Material Federal Income Tax Consequences" in the prospectus.   
Although it is not anticipated that the Notes will be issued at a greater than  
de minimis discount, under certain Treasury regulations (the "OID Regulations") 
it is possible that the Notes could nevertheless be deemed to have been issued  
with original issue discount ("OID") if the interest on the Notes were not      
treated as "unconditionally payable." In that case, all of the taxable income to
be recognized with respect to the Notes would be OID and includible in the      
income of the beneficial owners of the Notes as it accrued regardless of the    
beneficial owner's normal accounting method. Thus, the beneficial owner would be
taxable on such income before actually receiving it. Such OID, however, would   
not be includible again when the interest was actually received. See "Material  
Federal Income Tax Consequences--Taxation of Debt Securities; Interest and      
Acquisition Discount" in the prospectus for a discussion of the application of  
the OID rules if the Notes are in fact issued at a greater than de minimis      
discount or are treated as having been issued with OID under the OID            
Regulations. If the Notes were treated as being issued with OID, then for       
purposes                                                                        

S-108 

S-3
211th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 211th
of calculating the amount of OID accruing in each accrual period, it is likely  
that the Notes would be treated as Pay-Through Securities.                      

Foreign Investors                                                               

    In general, subject to certain exceptions, interest (including OID) paid
(or accrued) to a noteholder who is a non-U.S. Person will be considered        
"portfolio interest" and generally will not be subject to United States federal 
income tax and withholding tax, provided, that (i) the interest is not          
effectively connected with the conduct of a trade or business within the United 
States by the non-U.S. Person, and (ii) the non-U.S. Person provides the issuing
entity or other person who is otherwise required to withhold U.S. tax with      
respect to the Note with an appropriate statement (on IRS Form W-8BEN or other  
similar form), signed under penalties of perjury, certifying that the beneficial
owner of the Note is a foreign person and providing the non-U.S. person's name  
and address. If a Note is held through a securities clearing organization or    
certain other financial institutions, the organization or institution may       
provide the relevant signed statement to the withholding agent; in that case,   
however, the signed statement must be accompanied by an IRS Form W-8BEN or      
substitute form provided by the non-U.S. Person that owns that interest in the  
Note. If the interest does not constitute portfolio interest, then it will be   
subject to U.S. federal income and withholding tax at a rate of 30%, unless     
reduced or eliminated pursuant to an applicable income tax treaty and the       
non-U.S. Person provides the issuing entity, or an organization or financial    
institution described above, with an appropriate statement (for example, an IRS 
Form W-8BEN), signed under penalties of perjury, to that effect.                

    If the interests of the beneficial owners of the Notes were deemed to be
partnership interests, the partnership would be required, on a quarterly basis, 
to pay withholding tax equal to the product, for each foreign partner, of the   
foreign partner's distributive share of "effectively connected" income of the   
partnership multiplied by the highest rate of tax applicable to that foreign    
partner. In addition, a corporate foreign partner would be subject to branch    
profits tax. Each non-foreign partner would be required to certify to the       
partnership that it is not a foreign person. The tax withheld from each foreign 
partner would be credited against the foreign partner's U.S. income tax         
liability.                                                                      

    In addition, if the interests of the beneficial owners of the Notes were
deemed to be partnership interests, the amounts distributed on such deemed      
partnership interests could be subject to a 30% withholding tax (or lower income
tax treaty rate) either because the interest on the underlying mortgage loans   
does not appear to satisfy the requirements to be treated as "portfolio         
interest" under the Code, or because, even if the interest on the underlying    
mortgage loans were to be treated as portfolio interest, amounts distributed on 
such deemed partnership interests could be treated as "guaranteed payments"     
within the meaning of the partnership provisions of the Code.                   

    If the issuing entity were taxable as a corporation, payments to foreign
persons, to the extent treated as dividends, would generally be subject to      
withholding at the rate of 30%, unless the rate were reduced by an applicable   
income tax treaty. See "Material Federal Income Tax Consequences--Tax Treatment 
of Foreign Investors" in the prospectus.                                        

Backup Withholding                                                              

Certain beneficial owners of the Notes may be subject to backup     
withholding with respect to interest paid on the Notes if the Note owner, upon  
acquisition, fails to supply the Indenture Trustee or broker with the taxpayer's
identification number, furnishes an incorrect taxpayer identification number,   
fails to report interest, dividends, or other "reportable payments" (as defined 
in the Code) properly, or, under certain circumstances, fails to provide the    
Indenture Trustee or broker with a certified statement, under penalties of      
perjury, that the taxpayer is not subject to backup withholding.                

     The Indenture Trustee will be required to report annually to the IRS, and
to each noteholder of record, the amount of interest paid (and OID accrued, if  
any) on the Notes (and the amount of interest withheld for U.S. federal income  
taxes, if any) for each calendar year, except as to exempt holders (generally,  
holders that are corporations, certain tax-exempt organizations, or nonresident 
aliens who provide certification of their status as nonresidents). As long as   
the only "noteholder" of record is Cede & Co., as nominee for DTC, beneficial   
owners of the Notes and the IRS will receive tax and other information          
(including the amount of interest paid on the Notes owned) from participants,   
and indirect participants rather than from the Indenture Trustee. (The Indenture
Trustee, however, will                                                          

S-109 

S-3
212th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 212th
respond to requests for necessary information to enable participants, indirect  
participants and certain other persons to complete their reports.) Each         
non-exempt Note owner who is a U.S. individual (including a resident alien)     
will be required to provide, under penalties of perjury, an IRS Form W-9        
containing his or her name, address, correct federal taxpayer identification    
number, and a statement that he or she is not subject to backup withholding.    
Should a nonexempt Note owner fail to provide the required certification, the   
participants or indirect participants (or the paying agent) will be required to 
withhold a portion of the interest (and principal) otherwise payable to the     
holder, and remit the withheld amount to the IRS as a credit against the        
holder's federal income tax liability.                                          

 OTHER TAXES

 The depositor makes no representations regarding the state, local, or
foreign tax consequences of the purchase, ownership, or disposition of the      
Notes. All investors are encouraged to consult their tax advisors regarding the 
federal, state, local, or foreign income tax consequences of the purchase,      
ownership, and disposition of the Notes.                                        

ERISA CONSIDERATIONS

    Fiduciaries of employee benefit plans and certain other retirement plans
and arrangements that are subject to the Employee Retirement Income Security Act
of 1974, as amended ("ERISA") or corresponding provisions of the Code (including
individual retirement accounts and annuities, Keogh plans, and collective       
investment funds in which the plans, accounts, annuities, or arrangements are   
invested), persons acting on behalf of a plan, and persons using the assets of a
plan, should review carefully with their legal advisors whether the purchase or 
holding of the notes could either give rise to a transaction that is prohibited 
under ERISA or the Code or cause the collateral securing the notes to be treated
as plan assets for purposes of regulations of the Department of Labor in 29     
C.F.R. ss.2510.3-101 (the "Plan Assets Regulation").                            

General. Section 406 of ERISA and Section 4975 of the Code prohibit 
parties in interest or disqualified persons with respect to a plan from engaging
in certain transactions (including loans) involving the plan and its assets     
unless a statutory, regulatory, or administrative exemption applies to the      
transaction. Section 4975 of the Code imposes certain excise taxes (or, in some 
cases, a civil penalty may be assessed pursuant to Section 502(i) of ERISA) on  
parties in interest or disqualified persons which engage in non-exempt          
prohibited transactions.                                                        

 Plan Assets Regulation and the Notes. The United States Department of
Labor has issued the Plan Assets Regulation concerning the definition of what   
constitutes the assets of a plan for purposes of ERISA and the prohibited       
transaction provisions of the Code. The Plan Assets Regulation describes the    
circumstances under which the assets of an entity in which a plan invests will  
be considered to be "plan assets" so that any person who exercises control over 
the assets would be subject to ERISA's fiduciary standards. Under the Plan      
Assets Regulation, generally, when a plan invests in another entity, the plan's 
assets do not include, solely by reason of the investment, any of the underlying
assets of the entity. However, the Plan Assets Regulation provides that, if a   
plan acquires an "equity interest" in an entity, the assets of the entity will  
be treated as assets of the plan investor unless certain exceptions not         
applicable here apply.                                                          

      Under the Plan Assets Regulation, the term "equity interest" is defined as
any interest in an entity other than an instrument that is treated as           
indebtedness under "applicable local law" and which has no "substantial equity  
features." If the Offered Notes are not treated as equity interests in the      
issuing entity for purposes of the Plan Assets Regulation, a plan's investment  
in the Offered Notes would not cause the assets of the issuing entity to be     
deemed plan assets. If the Offered Notes are deemed to be equity interests in   
the issuing entity, the issuing entity could be considered to hold plan assets  
because of a plan's investment in the Offered Notes. In that event, the Servicer
and other persons exercising management or discretionary control over the assets
of the issuing entity or providing services with respect to those assets would  
be deemed to be fiduciaries or other parties in interest with respect to        
investing plans and thus subject to the prohibited transaction provisions of    
Section 406 of ERISA and Section 4975 of the Code and, in the case of           
fiduciaries, to the fiduciary responsibility provisions of Title I of ERISA,    
with respect to transactions involving the issuing entity's assets. We cannot   
assure you that any statutory, regulatory, or administrative exemption will     
apply to all prohibited transactions that might arise in connection with the    
purchase or holding of an equity interest in the issuing entity by a plan.      
However, based on the features of the Offered Notes, their ratings, and the     
opinion of Tax Counsel that they will be treated as indebtedness for federal    
income tax                                                                      

S-110 

S-3
213th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 213th
purposes, the issuing entity believes that the Offered Notes should be treated  
as indebtedness without substantial equity features for ERISA purposes.         

    Prohibited Transactions. Without regard to whether the Offered Notes are
considered to be equity interests in the issuing entity, certain affiliates of  
the issuing entity might be considered or might become parties in interest or   
disqualified persons with respect to a plan. In this case, the acquisition and  
holding of Offered Notes by or on behalf of the plan could be considered to give
rise to a prohibited transaction within the meaning of ERISA and the Code,      
unless they were subject to one or more exemptions such as Prohibited           
Transaction Class Exemption ("PTCE") 84-14, which exempts certain transactions  
effected on behalf of a plan by a "qualified professional asset manager"; PTCE  
90-1, which exempts certain transactions involving insurance company pooled     
separate accounts; PTCE 91-38, which exempts certain transactions involving bank
collective investment funds; PTCE 95-60, which exempts certain transactions     
involving insurance company general accounts; or PTCE 96-23, which exempts      
certain transactions effected on behalf of a plan by certain "in-house asset    
managers." Each purchaser or transferee of a Offered Note that is a plan        
investor shall be deemed to have represented that the relevant conditions for   
exemptive relief under at least one of the foregoing exemptions or a similar    
exemption have been satisfied. Prospective transferees and purchasers should    
consider that a prohibited transaction exemption may not apply to all prohibited
transactions that may arise in connection with a plan's investment in the       
Offered Notes.                                                                  

      The issuing entity, the Servicer, [a servicer], the Indenture Trustee, the
Owner Trustee and the Underwriters of the Offered Notes may be the sponsor of or
investment advisor with respect to one or more plans. Because they may receive  
certain benefits in connection with the sale of the Offered Notes, the purchase 
of Offered Notes using plan assets over which any of them has investment        
authority might be deemed to be a violation of the prohibited transaction rules 
of ERISA and the Code for which no exemption may be available. Accordingly, any 
plan for which the issuing entity, the Servicer, [a servicer], the Indenture    
Trustee, the Owner Trustee or the Underwriters of the Offered Notes, or any of  
their respective affiliates:                                                    

  o     has investment or administrative discretion with respect to plan
assets;                                                 

o     has authority or responsibility to give, or regularly gives,  
    investment advice with respect to plan assets, for a fee and
          pursuant to an agreement or understanding that the advice (i) will
         serve as a primary basis for investment decisions with respect to
        plan assets, and (ii) will be based on the particular investment
needs for the plan; or                                  

o     is an employer maintaining or contributing to the plan,       

is encouraged to discuss with counsel whether an investment in the Offered Notes
by the plan may give rise to a violation of ERISA.                              

The sale of Offered Notes to a plan is in no respect a representation by the
issuing entity or any Underwriter of the Offered Notes that this investment     
meets all relevant legal requirements with respect to investments by plans      
generally or any particular plan, or that this investment is appropriate for    
plans generally or any particular plan.                                         

     Any plan investor proposing to invest in the Offered Notes are encouraged
to consult with its counsel to confirm that the investment will not result in a 
prohibited transaction that is not subject to an exemption and will satisfy the 
other requirements of ERISA and the Code applicable to plans.                   

METHOD OF DISTRIBUTION

Subject to the terms and conditions set forth in the Underwriting   
Agreement among the depositor, [     ], [    ] and [     ] (collectively, the   
"Underwriters"), the Depositor has agreed to sell the Offered Notes (the        
"Underwritten Notes") to the Underwriters, and each Underwriter has severally   
agreed to purchase from the depositor the initial Note Principal Balance of     
each class of Underwritten Notes set forth under its name below.                

 Class                [         ]    [          ]    [           ]
  -----               -------------  --------------  ---------------

S-111 

S-3
214th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 214th
 Class                [         ]    [          ]    [           ]
  -----               -------------  --------------  ---------------

[Class AF-1A]....                                                               
[Class AF-1B]....                                                               
[Class AF-2].....                                                               
[Class AF-3].....                                                               
[Class AF-4].....                                                               
[Class AF-5A]....                                                               
[Class AF-5B]....                                                               
[Class AF-6].....                                                               
[Class MF-1].....                                                               
[Class MF-2].....                                                               
[Class MF-3].....                                                               
[Class MF-4].....                                                               
[Class MF-5].....                                                               
[Class MF-6].....                                                               
[Class MF-7].....                                                               
[Class MF-8]] ...                                                               
[Class BF].......                                                               
[Class 2-AV-1]...                                                               
[Class 2-AV-2]...                                                               
[Class 3-AV-1]...                                                               
[Class 3-AV-2]...                                                               
[Class 3-AV-3]...                                                               
[Class 3-AV-4]...                                                               
[Class MV-1].....                                                               
[Class MV-2].....                                                               
[Class MV-3].....                                                               
[Class MV-4].....                                                               
[Class MV-5].....                                                               
[Class MV-6].....                                                               
[Class MV-7].....                                                               
[Class MV-8]]....                                                               
[Class BV].......           -------------  --------------  ---------------      
Total......                                                         

[The depositor has been advised by each Underwriter that it proposes
initially to offer the Underwritten Notes to certain dealers at the prices set  
forth on the cover page less a selling concession not to exceed the percentage  
of the note denomination set forth below, and that each Underwriter may allow,  
and the dealers may reallow, a reallowance discount not to exceed the percentage
of the note denomination set forth below:]                                      

                              Selling        Reallowance
Class                           Concession        Discount    
-----                         --------------- ----------------

[Class AF-1A]................                                 
[Class AF-1B]................                                 
[Class AF-2].................                                 
[Class AF-3].................                                 
[Class AF-4].................                                 
[Class AF-5A]................                                 
[Class AF-5B]................                                 
[Class AF-6].................                                 
[Class MF-1].................                                 
[Class MF-2].................                                 

S-112 

S-3
215th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 215th
[Class MF-3].................                                 
[Class MF-4].................                                 
[Class MF-5].................                                 
[Class MF-6].................                                 
[Class MF-7].................                                 
[Class MF-8].................                                 
[Class BF]...................                                 
[Class 2-AV-1]...............                                 
[Class 2-AV-2]...............                                 
[Class 3-AV-1]...............                                 
[Class 3-AV-2]...............                                 
[Class 3-AV-3]...............                                 
[Class 3-AV-4]...............                                 
[Class MV-1].................                                 
[Class MV-2].................                                 
[Class MV-3].................                                 
[Class MV-4].................                                 
[Class MV-5].................                                 
[Class MV-6].................                                 
[Class MV-7].................                                 
[Class MV-8].................                                 
[Class BV]...................                                 

[After the initial public offering, the public offering prices, the 
concessions and the discounts may be changed.]                                  

      The depositor has been advised by each Underwriter that it intends to make
a market in the Underwritten Notes purchased by it, but no Underwriter has any  
obligation to do so. We cannot assure you that a secondary market for the       
Underwritten Notes (or any particular class thereof) will develop or, if it does
develop, that it will continue or that this market will provide sufficient      
liquidity to noteholders.                                                       

    Until the distribution of the Underwritten Notes is completed, the rules
of the SEC may limit the ability of the Underwriters and certain selling group  
members to bid for and purchase the Underwritten Notes. As an exception to these
rules, the Underwriters are permitted to engage in certain transactions that    
stabilize the price of the Underwritten Notes. The transactions consist of bids 
or purchases for the purpose of pegging, fixing or maintaining the price of the 
Underwritten Notes.                                                             

      In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than 
it might be in the absence of the purchases.                                    

      Neither the depositor nor any of the Underwriters makes any representation
or prediction as to the direction or magnitude of any effect that the           
transactions described above may have on the prices of the Underwritten Notes.  
In addition, neither the depositor nor any of the Underwriters makes any        
representation that the Underwriters will engage in these transactions or that  
the transactions, once commenced, will not be discontinued without notice.      

   The depositor has agreed to indemnify the Underwriters against, or make
contributions to the Underwriters with respect to, certain liabilities,         
including liabilities under the Securities Act of 1933, as amended (the         
"Securities Act").                                                              

 USE OF PROCEEDS

  It is expected that the proceeds to the depositor from the sale of the
Underwritten Notes will be approximately $[     ], before deducting issuance    
expenses payable by the depositor, estimated to be approximately $[     ]. The  
depositor will apply the net proceeds of the sale of the Offered Notes against  
the                                                                             

S-113 

S-3
216th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 216th
purchase price of the Initial Mortgage Loans on the Closing Date and to         
deposit the Pre-Funded Amount, if any, in the Pre-Funding Account.              

 LEGAL MATTERS

The validity of the notes, including certain federal income tax     
consequences with respect thereto, will be passed upon for the depositor by     
Sidley Austin LLP, New York, New York. Certain legal matters will be passed upon
for the Underwriters by [ ].                                                    

 [EXPERTS]

[The consolidated financial statements of [ ] and subsidiaries as of
[December 31, 2004 and 2003, and for each of the years in the three-year period 
ended December 31, 2004], are incorporated by reference in this prospectus      
supplement and in the registration statement in reliance upon the report of [ ],
independent registered public accounting firm, incorporated by reference in this
prospectus supplement, and in the registration statement upon the authority of  
that firm as experts in accounting and auditing.]                               

 RATINGS

     It is a condition of the issuance of the Offered Notes that each class of
Offered Notes set forth below be assigned the ratings at least as high as those 
designated below by [Moody's Investors Service, Inc. ("Moody's")] and [Standard 
& Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc.("S&P") 
and together with Moody's, the "Rating Agencies")].                             

      Moody's       S&P                        Moody's       S&P
Class       Rating      Rating            Class      Rating      Rating     
-----       ------      ------            -----      ------      ------     
[AF-1A]                                   [BF]                              
[AF-1B]                                   [2-AV-1]                          
[AF-2]                                    [2-AV-2]                          
[AF-3]                                    [3-AV-1]                          
[AF-4]                                    [3-AV-2]                          
[AF-5A]                                   [3-AV-3]                          
[AF-5B]                                   [3-AV-4]                          
[AF-6]                                    [MV-1]                            
[MF-1]                                    [MV-2]                            
[MF-2]                                    [MV-3]                            
[MF-3]                                    [MV-4]                            
[MF-4]                                    [MV-5]                            
[MF-5]                                    [MV-6]                            
[MF-6]                                    [MV-7]                            
[MF-7]                                    [MV-8]                            
[MF-8]                                    [BV]                              

      [The ratings assigned to the [Class AF-5B] Notes are without regard to the
[Class AF-5B] Policy.] The Depositor has requested that each Rating Agency      
maintain ongoing surveillance of the ratings assigned to the Offered Notes in   
accordance with the Rating Agency's policy, but we cannot assure you that a     
Rating Agency will continue its surveillance of the ratings assigned to the     
Offered Notes.                                                                  

  The security ratings assigned to the Offered Notes should be evaluated
independently from similar ratings on other types of securities. A security     
rating is not a recommendation to buy, sell or hold securities and may be       
subject to revision or withdrawal at any time by the Rating Agencies. The       
ratings on the Offered Notes do not, however, constitute statements regarding   
the likelihood or frequency of prepayments on the Mortgage Loans, the payment of
the Net Rate Carryover or the anticipated yields in light of prepayments.       

S-114 

S-3
217th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 217th
The depositor has not requested a rating of any Offered Notes by any
rating agency other than [Moody's and S&P]. However, we cannot assure you as to 
whether any other rating agency will rate the Offered Notes or, if it does, what
ratings would be assigned by another rating agency. The ratings assigned by     
another rating agency to the Offered Notes could be lower than the respective   
ratings assigned by the Rating Agencies.                                        

S-115 

S-3
218th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 218th
                                                        [Enlarge/Download Table]

                                                     INDEX OF DEFINED TERMS                                                      

                                                                                                                                 
[Adjustable Rate Subordinate] Corridor                             beneficial owner..........................................S-58
  Contract............................................S-88         Book-Entry Notes..........................................S-57
[Class 2-AV] Corridor Contract........................S-88         Business Day..............................................S-58
[Class 2-AV] Principal Distribution                                Carryover Reserve Fund....................................S-94
  Amount..............................................S-66         Ceiling Rate..............................................S-89
[Class 2-AV] Principal Distribution Target                         Class 2-AV Notes..........................................S-56
  Amount..............................................S-66         Class 3-AV Notes..........................................S-56
[Class 3-AV] Corridor Contract........................S-88         Class AF Notes............................................S-56
[Class 3-AV] Principal Distribution                                Class AF-1 Notes..........................................S-56
  Amount..............................................S-66         Class AF-5 Notes..........................................S-56
[Class 3-AV] Principal Distribution Target                         Class AF-5B Policy........................................S-95
  Amount..............................................S-67         Class AV Notes............................................S-56
[Class 3-AV-1] Acceleration                                        Class PO Sublimit Amount..................................S-48
  Amount..............................................S-67         Collection Account........................................S-72
[Class 3-AV-1] Acceleration Event.....................S-67         Corridor Contract.........................................S-88
[Class 3-AV-1] Target Balance.........................S-67         Corridor Contract Counterparty............................S-88
[Class AF] Principal Distribution Amount..............S-66         Corridor Contract Termination Date........................S-93
[Class AF-1A] Corridor Contract.......................S-88         Corridor Contracts........................................S-88
[Class AF-5B] Available Funds.........................S-98         CPR......................................................S-105
[Class AF-5B] Insurer.................................S-95         Current Interest..........................................S-60
[Class AF-5B] Policy Premium Rate.....................S-60         Cut-off Date..............................................S-29
[Class AF-5B] Premium.................................S-60         Deficiency Amount.........................................S-97
[Class AF-5B] Reimbursement Amount....................S-60         Definitive Note...........................................S-58
[Class AV] Principal Distribution Allocation                       Delay Delivery Mortgage Loans............................S-102
  Amount..............................................S-66         Deleted Mortgage Loan.....................................S-46
[Class AV] Principal Distribution Target                           Depositor.................................................S-27
  Amount..............................................S-66         Detailed Description......................................S-27
Accrual Period........................................S-60         Determination Date........................................S-30
Adjustable Rate Cumulative Loss Trigger                            Distribution Account......................................S-74
  Event...............................................S-63         Distribution Account Deposit Date.........................S-73
Adjustable Rate Delinquency Trigger Event.............S-64         Distribution Date...................................S-58, S-98
Adjustable Rate Loan Group Excess                                  DTC...................................................... S-57
  Cashflow............................................S-87         Due for Payment...........................................S-98
Adjustable Rate Mortgage Loans........................S-27         Due Period................................................S-58
Adjustable Rate Notes.................................S-56         ERISA....................................................S-120
Adjustable Rate OC Floor..............................S-64         Euroclear.................................................S-57
Adjustable Rate Overcollateralization                              Excess Proceeds...........................................S-58
  Deficiency Amount...................................S-64         Expense Fee Rate..........................................S-60
Adjustable Rate Overcollateralization                              Extra Principal Distribution Amount.......................S-67
  Target Amount.......................................S-64         Final Recovery Determination..............................S-58
Adjustable Rate Overcollateralized                                 Five-Year Hybrid Mortgage Loans...........................S-29
  Amount..............................................S-64         Fixed 30-Year Interest-Only Loan..........................S-29
Adjustable Rate Prepayment Vector....................S-105         Fixed Rate Cumulative Loss Trigger Event..................S-67
Adjustable Rate Senior Enhancement                                 Fixed Rate Delinquency Trigger Event......................S-68
  Percentage..........................................S-65         Fixed Rate Loan Group Excess Cashflow.....................S-86
Adjustable Rate Stepdown Date.........................S-65         Fixed Rate Mortgage Loans.................................S-27
Adjustable Rate Subordinate Class                                  Fixed Rate Notes..........................................S-56
  Principal Distribution Amount.......................S-65         Fixed Rate OC Floor.......................................S-67
Adjustable Rate Subordinate Notes.....................S-56         Fixed Rate Overcollateralization                              
Adjustable Rate Trigger Event.........................S-65           Deficiency Amount.......................................S-68
Adjusted Net Mortgage Rate............................S-58         Fixed Rate Overcollateralization Target                       
Adjustment Date.......................................S-28           Amount..................................................S-68
Applied Realized Loss Amount..........................S-95         Fixed Rate Overcollateralized Amount......................S-68
ARPV.................................................S-105         Fixed Rate Prepayment Vector.............................S-105

                                                             S-116                                                               

S-3
219th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 219th
Fixed Rate Senior Enhancement Percentage.............S-68          Net Rate Cap..............................................S-62
Fixed Rate Stepdown Date.............................S-69          Net Rate Carryover........................................S-62
Fixed Rate Subordinate Class Principal                             Nonpayment................................................S-98
  Distribution Amount................................S-69          Note Owners...............................................S-57
Fixed Rate Subordinate Notes.........................S-56          Note Principal Balance....................................S-59
Fixed Rate Trigger Event.............................S-69          Notes.....................................................S-56
FRPV................................................S-105          Notional Balance..........................................S-89
Funding Period.......................................S-47          Offered Notes.............................................S-56
Global Securities.......................................1          One-Month LIBOR...........................................S-93
Gross Margin.........................................S-28          Optional Termination Date.................................S-99
Group [2] Sequential Trigger Event...................S-69          Order.....................................................S-96
Hybrid Mortgage Loans................................S-29          Owner Trust Certificate...................................S-85
Indenture............................................S-53          Owner Trustee.......................................S-53, S-54
Indenture Trustee....................................S-45          Owner Trustee Fee.........................................S-76
Indenture Trustee Fee................................S-76          Participants..............................................S-58
Indenture Trustee Fee Rate...........................S-60          Percentage Interest.......................................S-59
IndyMac Bank.........................................S-27          Plan Assets Regulation...................................S-120
Initial Cut-off Date.................................S-27          Preference Amount.........................................S-98
Initial Cut-off Date Pool Principal Balance..........S-27          Pre-Funded Amount.........................................S-47
Initial Cut-off Date Principal Balance...............S-27          Pre-Funding Account.......................................S-47
Initial Mortgage Loans...............................S-27          Prepayment Models........................................S-105
Initial Mortgage Pool................................S-27          Prepayment Period.........................................S-29
Initial Periodic Rate Cap............................S-28          Principal Distribution Amount.............................S-70
Insurance Proceeds...................................S-58          Principal Remittance Amount...............................S-71
Insured Amounts......................................S-98          PTCE.....................................................S-121
Insured Payments.....................................S-98          Purchase Price............................................S-46
Interest Carry Forward Amount........................S-60          Rating Agencies..........................................S-125
Interest Determination Date..........................S-60          Realized Loss.............................................S-71
Interest Funds.......................................S-60          Record Date...............................................S-59
Interest Margin......................................S-60          Reference Bank Rate.......................................S-62
Interest Rate........................................S-61          Reference Banks...........................................S-63
Interest Remittance Amount...........................S-61          Reimbursement Amount......................................S-98
issuing entity.......................................S-53          related subordinate classes...............................S-19
Late Payment Rate....................................S-98          Replacement Mortgage Loan.................................S-46
LIBOR Business Day...................................S-62          Required Carryover Reserve Fund Deposit...................S-94
Liquidation Proceeds.................................S-58          Rolling Sixty-Day Delinquency Rate........................S-71
Loan Group...........................................S-27          S&P.................................................S-4, S-125
Loan Group [1].......................................S-27          Sale and Servicing Agreement..............................S-45
Loan Group [2].......................................S-27          Scheduled Payments........................................S-28
Loan Group [3].......................................S-27          Securities Act...........................................S-123
Loan-to-Value Ratio..................................S-29          Seller....................................................S-27
Maturity Date.......................................S-104          Seller Shortfall Interest Requirement.....................S-63
Maximum Mortgage Rate................................S-29          Senior Notes..............................................S-56
Minimum Mortgage Rate................................S-47          Servicing Advances........................................S-73
Modeling Assumptions................................S-106          significance estimate.....................................S-93
Moody's........................................S-4, S-125          significance percentage...................................S-93
Mortgage File........................................S-45          Sixty-Day Delinquency Rate................................S-71
Mortgage Index.......................................S-28          Stated Principal Balance..................................S-29
Mortgage Loan Purchase and Assignment                              Statistical Calculation Date..............................S-27
  Agreement..........................................S-45          Statistical Calculation Date Pool Principal                   
Mortgage Loans.......................................S-45            Balance.................................................S-27
Mortgage Notes.......................................S-27          Statistical Calculation Pool..............................S-27
Mortgage Rate........................................S-28          Statistical Calculation Pool Mortgage                         
Mortgaged Properties.................................S-27            Loans...................................................S-27
NAS Principal Distribution Amount....................S-70          Strike Rate...............................................S-89
net rate cap.........................................S-22          Subordinate Notes.........................................S-56

                                                             S-117                                                               

S-3
220th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 220th
subordination........................................S-19          Trust.....................................................S-53
Subsequent Cut-off Date..............................S-47          Trust Administrator...........................S-45, S-53, S-55
Subsequent Mortgage Loans............................S-47          Trust Administrator Fee...................................S-76
Subsequent Periodic Rate Cap.........................S-28          Trust Fund................................................S-53
Subsequent Recoveries................................S-59          Two-Year Hybrid Mortgage Loans............................S-29
Subsequent Transfer Date.............................S-48          U.S. Person..................................................4
Tax Counsel.........................................S-117          Underwriters.............................................S-121
Three-Year Hybrid Mortgage Loans.....................S-29          Underwritten Notes.......................................S-121
Trigger Event........................................S-71          Unpaid Realized Loss Amount...............................S-72

                                                           S-118                                                                 

S-3
221st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 221st
                                                                       ANNEX A

The following information sets forth in tabular format certain      
information about the Mortgage Loans included in respect of Loan Group [1],     
Loan Group [2] and Loan Group [3]. Other than with respect to rates of          
interest, percentages are approximate and are stated by that portion of the     
Pool Principal Balance representing Loan Group [1], Loan Group [2], Loan Group  
[3]. The sum of the columns below may not equal the total indicated due to      
rounding.                                                                       

     [Below is an illustrative group of tables that would be provided for each
of the groups of Mortgage Loans specified in the paragraph above]               

Mortgage Rates for the Mortgage Loans (1)   

                                                                  Percent of
                                                                   Aggregate
                                                                   Principal
                                                                   Balance
                                                       Aggregate   Outstanding
                                       Number of    Principal     of the
                                        Mortgage      Balance     Mortgage
        Mortgage Rates (%)               Loans     Outstanding     Loans
        ------------------               -----     -----------     -----
6.375..................................               $                      %  
6.500..................................                                         
6.625..................................                                         
6.750..................................                                         
6.875..................................                                         
7.000..................................                                         
7.125..................................                                         
7.250..................................                                         
7.375..................................                                         
7.500..................................                                         
7.625..................................                                         
7.750..................................                                         
7.875..................................                                         
8.000..................................                                         
8.125..................................                                         
8.250..................................                                         
8.375..................................                                         
8.500..................................                                         
8.625..................................                                         
8.750..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                          =========== ============  ==========
---------------                                                                 
(1)   The Mortgage Rates listed in the preceding table include lender acquired  
mortgage insurance premiums. As of the cut-off date, the weighted   
   average Mortgage Rate of the Mortgage Loans was approximately     % per
    annum. As of the cut-off date, the weighted average Mortgage Rate of the
Mortgage Loans net of the interest premium charged by the lender was
approximately     % per annum.                                      

A-1 

S-3
222nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 222nd
Current Principal Balances for the Mortgage Loans (1)   

                                                        [Enlarge/Download Table]

                                                                                 Percent of 
                                                                                 Aggregate  
                                                                                 Principal  
                                                                                  Balance   
                                                                    Aggregate   Outstanding 
                                                       Number of    Principal     of the    
                                                       Mortgage      Balance     Mortgage   
Range of Current Mortgage Loan Principal Balances ($)   Loans      Outstanding     Loans    
-----------------------------------------------------   -----      -----------     -----    
                                                                                            
          0 -      50,000 ..................                        $                     % 
     50,001 -     100,000 ..................                                                
    100,001 -     150,000 ..................                                                
    150,001 -     200,000 ..................                                                
    200,001 -     250,000 ..................                                                
    250,001 -     300,000 ..................                                                
    300,001 -     350,000 ..................                                                
    350,001 -     400,000 ..................                                                
    400,001 -     450,000 ..................                                                
    450,001 -     500,000 ..................                                                
    500,001 -     550,000 ..................                                                
    550,001 -     600,000 ..................                                                
    600,001 -     650,000 ..................                                                
    650,001 -     750,000 ..................                                                
    750,001 -   1,000,000 ..................                                                
  1,500,001 -   2,000,000 ..................            ___________ ____________  __________
  2,000,001 -   2,500,000 ..................                        $               100.00% 
     Total..................................            =========== ============  ==========

   (1) As of the cut-off date, the average principal balance of the Mortgage
Loans was approximately $     .                               

Documentation Program For Mortgage Loans  

                                                                [Download Table]

                                                                        Percent of
                                                                        Aggregate 
                                                                        Principal 
                                                                         Balance  
                                                           Aggregate   Outstanding
                                              Number of    Principal     of the   
                                              Mortgage      Balance     Mortgage  
               Type of Program                 Loans      Outstanding     Loans   
               ---------------                 -----      -----------     -----   
                                                                                  
Full/Alternate .............................             $                     %  
Limited.....................................                                      
FastForward.................................                                      
Stated Income...............................                                      
No Income/No Asset..........................                                      
No Ratio ...................................                                      
No Doc ..................................... ___________ ____________  __________ 
Total ......................................             $               100.00%  
                                             =========== ============  ========== 

A-2 

S-3
223rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 223rd
Original Loan-To-Value Ratios (1) 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
Range of Original Loan-to-Value Ratios (%)    Loans     Outstanding     Loans   
------------------------------------------    -----     -----------     -----   
                                                                                
50.00 and below........................                $                     %  
50.01 to 55.00.........................                                         
55.01 to 60.00.........................                                         
60.01 to 65.00.........................                                         
65.01 to 70.00.........................                                         
70.01 to 75.00.........................                                         
75.01 to 80.00.........................                                         
80.01 to 85.00.........................                                         
85.01 to 90.00.........................                                         
90.01 to 95.00.........................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average original Loan-to-Value       
Ratio of the Mortgage Loans is expected to be approximately     %.  

Geographic Distribution of Mortgaged Properties (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
            State                             Loans     Outstanding     Loans   
            -----                             -----     -----------     -----   
                                                                                
California.............................                 $                     % 
Colorado...............................                                         
Georgia................................                                         
Illinois...............................                                         
Massachusetts..........................                                         
Michigan...............................                                         
New Jersey.............................                                         
Texas..................................                                         
Washington.............................     ___________ ____________  __________
Total..................................                 $               100.00% 
                                            =========== ============  ==========

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

A-3 

S-3
224th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 224th
Mortgagors' FICO Credit Scores for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
        Range of FICO Credit Scores           Loans     Outstanding     Loans   
        ---------------------------           -----     -----------     -----   
                                                                                
620-639................................                $                     %  
640-659................................                                         
660-679................................                                         
680-699................................                                         
700-719................................                                         
720-739................................                                         
740-759................................                                         
760-779................................                                         
780-799................................                                         
800-819................................                                         
820-839................................                                         
840-859................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average FICO Credit Score of the     
Mortgage Loans (not including the Mortgage Loans for which the FICO 
Credit Score is not available) was approximately     months.        

Purpose of Mortgage Loans 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
      Loan Purpose                            Loans     Outstanding     Loans   
      ------------                            -----     -----------     -----   
                                                                                
Purchase...............................                $                     %  
Refinance (rate/term)..................                                         
Refinance (cash out)...................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 


A-4 

S-3
225th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 225th
Types of Mortgaged Properties 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
              Property Types                  Loans     Outstanding     Loans   
              --------------                  -----     -----------     -----   
                                                                                
Single Family..........................                $                    %   
Low Rise Condominium...................                                         
High Rise Condominium..................                                         
Townhouse..............................                                         
Cooperative............................                                         
Two-to-Four Family Residence...........                                         
Planned Unit Development (PUD).........    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Occupancy Types (1) 

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
              Occupancy Type                  Loans     Outstanding     Loans   
              --------------                  -----     -----------     -----   
                                                                                
Owner Occupied.........................                $                     %  
Investment.............................                                         
Second Home............................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   Based upon representations of the related mortgagors at the time of       
origination.                                                        

A-5 

S-3
226th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 226th
Original Terms to Maturity for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
 Original Term in Maturity (months)           Loans     Outstanding     Loans   
 ----------------------------------           -----     -----------     -----   
                                                                                
360....................................                $                       %
359....................................                                         
358....................................                                         
357....................................                                         
356....................................                                         
355....................................                                         
354....................................                                         
353....................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average original term to maturity    
of the Mortgage Loans was approximately     months.                 

Remaining Terms to Stated Maturity for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
 Remaining Terms to Mturity (months)          Loans     Outstanding     Loans   
 -----------------------------------          -----     -----------     -----   
                                                                                
360....................................                $                       %
359....................................                                         
358....................................                                         
357....................................                                         
356....................................                                         
355....................................                                         
354....................................                                         
353....................................                                         
351....................................                                         
339....................................                                         
333....................................                                         
311....................................                                         
300....................................                                         
299....................................                                         
287....................................                                         
240....................................                                         
239....................................                                         
238....................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

A-6   

S-3
227th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 227th
---------------                                                                 
(1)   As of the cut-off date, the weighted average remaining term to maturity   
of the Mortgage Loans was approximately     months.                 

A-7 

S-3
228th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 228th
Prepayment Charge Terms of the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
 Prepayment Charge Term (months)              Loans     Outstanding     Loans   
 -------------------------------              -----     -----------     -----   
                                                                                
0......................................                $                     %  
12.....................................                                         
36.....................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Loan Age of the Mortgage Loans (1)  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
        Range of Loan Ages (months)           Loans     Outstanding     Loans   
        ---------------------------           -----     -----------     -----   
                                                                                
0......................................                $                     %  
1-5....................................                                         
6-10...................................                                         
11-15..................................                                         
16-20..................................                                         
21-25..................................                                         
26-30..................................                                         
31-35..................................                                         
36-40..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

(1)   As of the cut-off date, the weighted average Loan Age for the Mortgage    
Loans was approximately      month[s].                              

A-8 

S-3
229th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 229th
Loan Programs for the Mortgage Loans  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
               Loan Program                   Loans     Outstanding     Loans   
               ------------                   -----     -----------     -----   
                                                                                
10/6 LIBOR.............................                $                     %  
10/1 LIBOR.............................                                         
10/6 LIBOR Interest Only...............                                         
10/1 LIBOR Interest Only...............    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Gross Margins for the Mortgage Loans (1)  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
         Range of Gross Margin (%)            Loans     Outstanding     Loans   
         -------------------------            -----     -----------     -----   
                                                                                
2.001 - 2.500..........................                $                     %  
2.501 - 3.000..........................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

(1)   As of the cut-off date, the weighted average Gross Margin was             
approximately     %.                                                

Initial Adjustment Date for the Mortgage Loans  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
          Initial Adjustment Date             Loans     Outstanding     Loans   
          -----------------------             -----     -----------     -----   
                                                                                
January 2016...........................                $                     %  
February 2016..........................                                         
March 2016                                                                      
April 2016.............................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

A-9 

S-3
230th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 230th
A-10

S-3
231st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 231st
Months to Initial Adjustment Date for the Mortgage Loans  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
   Range of Number of Months to Initial     Mortgage      Balance     Mortgage  
              Adjustment Date                 Loans     Outstanding     Loans   
              ---------------                 -----     -----------     -----   
                                                                                
101 - 110..............................                $                     %  
111 - 120..............................                                         
121 - 130..............................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

Maximum Mortgage Rates for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
    Range of Maximum Mortgage Rate (%)        Loans     Outstanding     Loans   
    ----------------------------------        -----     -----------     -----   
                                                                                
10.501 - 11.000........................                $                    %   
11.001 - 11.500........................                                         
11.501 - 12.000........................                                         
12.001 - 12.500........................                                         
12.501 - 13.000........................                                         
13.001 - 13.500........................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average Maximum Mortgage Rate of     
the Mortgage Loans was approximately     %.                         

A-11

S-3
232nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 232nd
Initial Periodic Rate Cap for the Mortgage Loans (1)  

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
    Initial Periodic Rate Cap (%)             Loans     Outstanding     Loans   
    -----------------------------             -----     -----------     -----   
                                                                                
5.000..................................                $                     %  
6.000..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average Initial Periodic Rate Cap    
of the Mortgage Loans was approximately      %.                     

Subsequent Periodic Rate Cap for the Mortgage Loans (1)   

                                                                [Download Table]

                                                                     Percent of 
                                                                      Aggregate 
                                                                      Principal 
                                                                       Balance  
                                                         Aggregate   Outstanding
                                            Number of    Principal     of the   
                                            Mortgage      Balance     Mortgage  
    Subsequent Periodic Rate Cap (%)          Loans     Outstanding     Loans   
    --------------------------------          -----     -----------     -----   
                                                                                
1.000..................................                $                     %  
2.000..................................    ___________ ____________  __________ 
Total..................................                $               100.00%  
                                           =========== ============  ========== 

---------------                                                                 
(1)   As of the cut-off date, the weighted average Subsequent Periodic Rate     
Cap of the Mortgage Loans was approximately     %.                  

A-12  

S-3
233rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 233rd
                                                                     ANNEX I

Global Clearance, Settlement and Tax
Documentation Procedures

 Except in certain limited circumstances, the globally offered IndyMac
MBS, Inc. Mortgage Backed Notes, Series 200[ ]-[ ], (the "Global Securities")   
will be available only in book-entry form. Investors in the Global Securities   
may hold the Global Securities through any of DTC, Clearstream, Luxembourg or   
Euroclear. The Global Securities will be tradable as home market instruments in 
both the European and U.S. domestic markets. Initial settlement and all         
secondary trades will settle in same-day funds.                                 

Secondary market trading between investors holding Global Securities
through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary 
way in accordance with their normal rules and operating procedures and in       
accordance with conventional Eurobond practice (i.e., seven calendar day        
settlement).                                                                    

Secondary market trading between investors holding Global Securities
through DTC will be conducted according to the rules and procedures applicable  
to U.S. corporate debt obligations and prior mortgage pass-through note issues. 

Secondary cross-market trading between Clearstream, Luxembourg or   
Euroclear and DTC Participants holding Notes will be effected on a              
delivery-against-payment basis through the respective Depositaries of           
Clearstream, Luxembourg and Euroclear (in such capacity) and as DTC             
Participants.                                                                   

Non-U.S. holders (as described below) of Global Securities will be  
subject to U.S. withholding taxes unless the holders meet certain requirements  
and deliver appropriate U.S. tax documents to the securities clearing           
organizations or their participants.                                            

Initial Settlement                                                              

    All Global Securities will be held in book-entry form by DTC in the name
of Cede & Co. as nominee of DTC. Investors' interests in the Global Securities  
will be represented through financial institutions acting on their behalf as    
direct and indirect Participants in DTC. As a result, Clearstream, Luxembourg   
and Euroclear will hold positions on behalf of their participants through their 
respective Depositaries, which in turn will hold the positions in accounts as   
DTC Participants.                                                               

Investors electing to hold their Global Securities through DTC will 
follow the settlement practices applicable to prior mortgage pass-through note  
issues. Investor securities custody accounts will be credited with their        
holdings against payment in same-day funds on the settlement date.              

   Investors electing to hold their Global Securities through Clearstream,
Luxembourg or Euroclear accounts will follow the settlement procedures          
applicable to conventional Eurobonds, except that there will be no temporary    
global security and no "lock-up" or restricted period. Global Securities will   
be credited to the securities custody accounts on the settlement date against   
payment in same-day funds.                                                      

Secondary Market Trading                                                        

    Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's      
accounts are located to ensure that settlement can be made on the desired value 
date.                                                                           

  Trading between DTC Participants. Secondary market trading between DTC
Participants will be settled using the procedures applicable to prior mortgage  
pass-through note issues in same-day funds.                                     

I-1 

S-3
234th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 234th
  Trading between Clearstream, Luxembourg and/or Euroclear Participants.
Secondary market trading between Clearstream, Luxembourg Participants or        
Euroclear Participants will be settled using the procedures applicable to       
conventional Eurobonds in same-day funds.                                       

Trading between DTC Seller and Clearstream, Luxembourg or Euroclear 
Purchaser. When Global Securities are to be transferred from the account of a   
DTC Participant to the account of a Clearstream, Luxembourg Participant or a    
Euroclear Participant, the purchaser will send instructions to Clearstream,     
Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or        
Euroclear Participant at least one Business Day prior to settlement.            
Clearstream, Luxembourg or Euroclear will instruct the respective Depositary,   
as the case may be, to receive the Global Securities against payment. Payment   
will include interest accrued on the Global Securities from and including the   
last coupon payment date to and excluding the settlement date, on the basis of  
a 360-day year and either the actual number of days in the related accrual      
period or a year consisting of twelve 30-day months, as applicable. For         
transactions settling on the 31st of the month, payment will include interest   
accrued to and excluding the first day of the following month. Payment will     
then be made by the respective Depositary of the DTC Participant's account      
against delivery of the Global Securities. After settlement has been completed, 
the Global Securities will be credited to the respective clearing system and by 
the clearing system, in accordance with its usual procedures, to the            
Clearstream, Luxembourg Participant's or Euroclear Participant's account. The   
securities credit will appear the next day (European time) and the cash debt    
will be back-valued to, and the interest on the Global Securities will accrue   
from, the value date (which would be the preceding day when settlement occurred 
in New York). If settlement is not completed on the intended value date (i.e.,  
the trade fails), the Clearstream, Luxembourg or Euroclear cash debt will be    
valued instead as of the actual settlement date.                                

     Clearstream, Luxembourg Participants and Euroclear Participants will need
to make available to the respective clearing systems the funds necessary to     
process same-day funds settlement. The most direct means of doing so is to      
preposition funds for settlement, either from cash on hand or existing lines of 
credit, as they would for any settlement occurring within Clearstream,          
Luxembourg or Euroclear. Under this approach, they may take on credit exposure  
to Clearstream, Luxembourg or Euroclear until the Global Securities are         
credited to their accounts one day later.                                       

     As an alternative, if Clearstream, Luxembourg or Euroclear has extended a
line of credit to them, Clearstream, Luxembourg Participants or Euroclear       
Participants can elect not to preposition funds and allow that credit line to   
be drawn upon the finance settlement. Under this procedure, Clearstream,        
Luxembourg Participants or Euroclear Participants purchasing Global Securities  
would incur overdraft charges for one day, assuming they cleared the overdraft  
when the Global Securities were credited to their accounts. However, interest   
on the Global Securities would accrue from the value date. Therefore, in many   
cases the investment income on the Global Securities earned during that one-day 
period may substantially reduce or offset the amount of the overdraft charges,  
although this result will depend on each Clearstream, Luxembourg Participant's  
or Euroclear Participant's particular cost of funds.                            

    Since the settlement is taking place during New York business hours, DTC
Participants can employ their usual procedures for sending Global Securities to 
the respective European Depositary for the benefit of Clearstream, Luxembourg   
Participants or Euroclear Participants. The sale proceeds will be available to  
the DTC seller on the settlement date. Thus, to the DTC Participants a          
cross-market transaction will settle no differently than a trade between two DTC
Participants.                                                                   

Trading between Clearstream, Luxembourg or Euroclear Seller and DTC 
Purchaser. Due to time zone differences in their favor, Clearstream, Luxembourg 
Participants and Euroclear Participants may employ their customary procedures   
for transactions in which Global Securities are to be transferred by the        
respective clearing system, through the respective Depositary, to a DTC         
Participant. The seller will send instructions to Clearstream, Luxembourg or    
Euroclear through a Clearstream, Luxembourg Participant or Euroclear            
Participant at least one Business Day prior to settlement. In these cases       
Clearstream, Luxembourg or Euroclear will instruct the respective Depositary,   
as appropriate, to deliver the Global Securities to the DTC Participant's       
account against payment. Payment will include interest accrued on the Global    
Securities from and including the last coupon payment to and excluding the      
settlement date on the basis of a 360-day year and either the actual number of  
days in the related accrual period or a year consisting of twelve 30-day        
months, as applicable. For transactions settling on the 31st of the month,      
payment will include interest accrued to and excluding the first day of the     
following month. The payment                                                    

I-2 

S-3
235th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 235th
will then be reflected in the account of the Clearstream, Luxembourg            
Participant or Euroclear Participant the following day, and receipt of the cash 
proceeds in the Clearstream, Luxembourg Participant's or Euroclear              
Participant's account would be back-valued to the value date (which would be    
the preceding day, when settlement occurred in New York). Should the            
Clearstream, Luxembourg Participant or Euroclear Participant have a line of     
credit with its respective clearing system and elect to be in debt in           
anticipation of receipt of the sale proceeds in its account, the back-valuation 
will extinguish any overdraft incurred over that one-day period. If settlement  
is not completed on the intended value date (i.e., the trade fails), receipt of 
the cash proceeds in the Clearstream, Luxembourg Participant's or Euroclear     
Participant's account would instead be valued as of the actual settlement date. 

  Finally, day traders that use Clearstream, Luxembourg or Euroclear and
that purchase Global Securities from DTC Participants for delivery to           
Clearstream, Luxembourg Participants or Euroclear Participants should note that 
these trades would automatically fail on the sale side unless affirmative action
were taken. At least three techniques should be readily available to eliminate  
this potential problem:                                                         

          (a) borrowing through Clearstream, Luxembourg or Euroclear for one
day (until the purchase side of the day trade is reflected in their 
 Clearstream, Luxembourg or Euroclear accounts) in accordance with the
clearing system's customary procedures;                             

  (b) borrowing the Global Securities in the U.S. from a DTC
   Participant no later than one day prior to settlement, which would give
the Global Securities sufficient time to be reflected in their      
    Clearstream, Luxembourg or Euroclear account in order to settle the sale
side of the trade; or                                               

        (c) staggering the value dates for the buy and sell sides of the
     trade so that the value date for the purchase from the DTC Participant is
     at least one day prior to the value date for the sale to the Clearstream,
Luxembourg Participant or Euroclear Participant.                    

Certain U.S. Federal Income Tax Documentation Requirements                      

A beneficial owner of Global Securities holding securities through  
Clearstream, Luxembourg or Euroclear (or through DTC if the holder has an       
address outside the U.S.) will be subject to the 30% U.S. withholding tax that  
generally applies to payments of interest (including original issue discount) on
registered debt issued by U.S. Persons, unless (i) each clearing system, bank or
other financial institution that holds customers' securities in the ordinary    
course of its trade or business in the chain of intermediaries between the      
beneficial owner and the U.S. entity required to withhold tax complies with     
applicable certification requirements and (ii) the beneficial owner takes one of
the following steps to obtain an exemption or reduced tax rate:                 

Exemption for non-U.S. Persons or Reduced Rate for non-U.S. Persons 
Resident in Treaty Countries (Form W-8BEN). In general, beneficial owners of    
Global Securities that are non-U.S. Persons can obtain a complete exemption from
the withholding tax by filing a signed Form W-8BEN Note of Foreign Status of    
Beneficial Owners for United States Tax Withholding. Non-U.S. Persons that are  
Note Owners residing in a country that has a tax treaty with the United States  
also can obtain an exemption or reduced tax rate (depending on the treaty terms)
by filing Form W-8BEN (Note of Foreign Status of Beneficial Owners for United   
States Tax Withholding). If the information shown on Form W-8BEN changes, a new 
Form W-8BEN must be filed within 30 days of the change. More complex rules apply
if Global Securities are held through a non-U.S. intermediary (which includes an
agent, nominee, custodian, or other person who holds a Global Security for the  
account of another) or a non-U.S. flow-through entity (which includes a         
partnership, trust, and certain fiscally transparent entities).                 

  Exemption for non-U.S. Persons with Effectively Connected Income (Form
W-8ECI). In general, a non-U.S. Person, including a non-U.S. corporation or bank
with a U.S. branch, for which the interest income is effectively connected with 
its conduct of a trade or business in the United States, can obtain an exemption
from the withholding tax by filing Form W-8ECI (Note of Foreign Person's Claim  
for Exemption from Withholding On Income Effectively Connected with the Conduct 
of a Trade or Business in the United States). More complex rules apply where    
Global Securities are held through a Non-U.S. intermediary or Non-U.S. flow     
through entity.                                                                 

I-3 

S-3
236th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 236th
     Exemption for U.S. Persons (Form W-9). U.S. Persons can obtain a complete
exemption from the withholding tax by filing Form W-9 (Payer's Request for      
Taxpayer Identification Number and Certification).                              

   U.S. Federal Income Tax Reporting Procedure. The Note Owner of a Global
Security, files by submitting the appropriate form to the person through whom it
holds (the clearing agency, in the case of persons holding directly on the books
of the clearing agency). Generally, a Form W-8BEN and a Form W-8ECI will remain 
in effect for a period starting on the date the form is signed and ending on the
last day of the third succeeding calendar year unless a change in circumstances 
makes any information of the form incorrect. In addition, a Form W-8BEN         
furnished with a U.S. taxpayer identification number will remain in effect until
a change in circumstances makes any information of the form incorrect, provided 
that the withholding agent reports on Form 1042-S at least one payment annually 
to the beneficial owner who provided the form.                                  

The term "U.S. Person" means:                                       

(1) a citizen or resident of the United States,         

          (2) a corporation or partnership (including an entity treated as a
      corporation or partnership for U.S. federal income tax purposes) organized
in or under the laws of the United States, any State thereof or the 
District of Columbia,                                               

           (3) an estate the income of which is includible in gross income for
United States tax purposes, regardless of its source,               

           (4) a trust if a court within the United States is able to exercise
  primary supervision of the administration of the trust and one or more
United States persons have the authority to control all substantial 
  decisions of the trust. This summary does not deal with all aspects of
U.S. Federal income tax withholding that may be relevant to foreign 
    holders of the Global Securities. Investors are advised to consult their
tax advisors for specific tax advice concerning their holding and   
disposing of the Global Securities, or                              

           (5) certain eligible trusts that elect to be taxed as U.S. persons.

I-4 

S-3
237th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 237th
$[           ]  
(Approximate) 

Mortgage Backed Notes, Series 200[ ]-[ ]

[            ] 200__ [ ]

 IndyMac MBS, INC.
 Depositor

 [logo omitted] IndyMac Bank R
Sponsor, Seller and Servicer

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

 PROSPECTUS SUPPLEMENT

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

[Underwriter]                                                                   
[Underwriter]             
                                                                 [Underwriter]

You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We     
have not authorized anyone to provide you with different information.           

  We are not offering the Series 200[ ]-[ ] Mortgage Backed Notes in any
state where the offer is not permitted.                                         

   Dealers will deliver a prospectus supplement and prospectus when acting
as underwriters of the Series 200[ ]-[ ] Mortgage Backed Notes and with respect 
to their unsold allotments or subscriptions. In addition, all dealers selling   
the Series 200[ ]-[ ] Mortgage Backed Notes will be required to deliver a       
prospectus supplement and prospectus for 90 days after the date of the          
prospectus supplement.                                                          

[     ], 200[ ] 

S-3
238th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 238th
PROSPECTUS                                                                      

INDYMAC MBS, INC. 
Depositor 

Mortgage Pass-Through Certificates  
Mortgage Pass-Through Notes 
(Issuable in Series)  

                                                        [Enlarge/Download Table]

                                                                                                            
                             The Trusts                                                                     
Please carefully                                                                                            
consider our discussion      Each trust will be established to hold assets in its trust fund transferred to 
of some of the risks of      it by IndyMac MBS, Inc. The assets in each trust fund will be specified in the 
investing in the             prospectus supplement for the particular trust and will generally consist of:  
securities under "Risk                                                                                      
Factors" beginning on        o  first and/or subordinate lien mortgage loans secured by one- to four-family 
page 4.                         residential properties, including manufactured housing that is permanently  
                                affixed and treated as real property under local law, or security interests 
                                issued by cooperative housing corporations or participations in that type of
                                loan,                                                                       

The securities will          o  loans secured by first and/or subordinate liens on small multifamily        
represent obligations of        residential properties, such as rental apartment buildings or projects      
the related trust fund only     containing five to fifty residential units,                                 
and will not represent an                                                                                   
interest in or obligation                                                                                   
of IndyMac MBS, Inc.,                                                                                       
any seller, servicer, or                                                                                    
any of their affiliates.                                                                                    

                             o  closed-end second lien loans, secured in whole or in part by subordinate    
                                liens on one- to four-family residential properties,                        

                             o  loans secured by first and/or subordinate liens on mixed residential and    
                                commercial properties (mixed use loans),                                    

                             o  home equity line of credit loans or specified balances thereof, secured in  
                                whole or in part by first and/or subordinate liens on one- to four-family   
                                residential properties,                                                     

                             o  loans secured in whole or in part by first and/or subordinate liens on      
                                improved land that is generally suitable for one- to four-family residential
                                dwellings (lot loans), including loans to finance the construction of a     
                                dwelling (construction loans) and construction loans which by their terms   
                                convert into a permanent loan upon the completion of construction           
                                (construction-to-permanent loans),                                          

                             o  home improvement installment sale contracts and installment loan agreements 
                                that are secured by first or subordinate liens on one- to four-family       
                                residential properties,                                                     

                             o  mortgage pass-through securities issued or guaranteed by Ginnie Mae, Fannie 
                                Mae, or Freddie Mac, or                                                     

S-3
239th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 239th
                             o  private mortgage-backed securities backed by first lien mortgage loans      
                                secured by one- to four-family residential properties or participations in  
                                that type of loan.                                                          

                             o  mortgage-backed securities or collateralized mortgage obligations backed by 
                                loans secured by first and/or subordinate liens on one- to four-family      
                                residential properties, by lot loans or by participations in these types of 
                                loans.                                                                      

The Securities                                                                  

IndyMac MBS, Inc. will offer either certificates or notes pursuant to a         
prospectus supplement. The securities will be grouped into one or more series,  
each having its own distinct designation. Each series will be issued in one or  
more classes and each class will evidence beneficial ownership of (in the case  
of certificates) or a right to receive payments supported by (in the case of    
notes) a specified portion of future payments on the assets in the trust fund   
to which the series relates. A prospectus supplement for a series will specify  
all of the terms of the series and of each of the classes in the series.        

Offers of Securities                                                            

The securities may be offered through several different methods, including      
offerings through underwriters.                                                 

Credit Enhancement                                                              

If the securities have any type of credit enhancement, the prospectus           
supplement for the related series will describe the credit enhancement. The     
types of credit enhancement are generally described in this prospectus          
supplement.                                                                     
------------------- 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS  
A CRIMINAL OFFENSE.                                                             

[ ], 2006                                                                       

S-3
240th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 240th
Table of Contents 

                            Page
                            ----

Important Notice About Information in this                                      
Prospectus and Each Accompanying                                        
Prospectus Supplement..............................5                    
Risk Factors...........................................6                        
Limited Source of Payments -- No                                        
Recourse to Sellers, Depositor or                               
Servicer.......................................6                
Credit Enhancement May Not Be Sufficient                                
to Protect You from Losses.....................7                
Losses on Balloon Payment Mortgages Are                                 
Borne by You...................................7                
Multifamily Lending................................7                    
Junior Liens.......................................8                    
Partially Unsecured Loans..........................9                    
Home Equity Lines of Credit........................9                    
Nature of Mortgages...............................10                    
You Could Be Adversely Affected by                                      
Violations of Environmental Laws..............14                
Ratings of the Securities Do Not Assure                                 
Their Payment.................................15                
Book-Entry Registration...........................16                    
Bankruptcy or Insolvency May Affect the                                 
Timing and Amount of Distributions on                           
the Securities................................17                
Holders of Original Issue Discount                                      
Securities Are Required to Include                              
Original Issue Discount in Ordinary                             
Gross Income as It Accrues....................19                
The Principal Amount of Securities May                                  
Exceed the Market Value of the Trust                            
Fund Assets...................................19                
The Trust Fund........................................20                        
The Mortgage Loans--General.......................21                    
Agency Securities.................................27                    
Private Mortgage-Backed Securities................31                    
Substitution of Trust Fund Assets.................33                    
Available Information.............................33                    
Incorporation of Certain Documents by                                   
Reference;  Reports Filed with the SEC........33                
Reports to Securityholders........................34                    
Use of Proceeds.......................................35                        
The Depositor.........................................35                        
Mortgage Loan Program.................................36                        
Underwriting Standards............................36                    
Underwriting Process..............................36                    
Qualifications of Sellers.........................37                    
Representations by Sellers; Repurchases...........37                    
Static Pool Data......................................38                        
Description of the Securities.........................39                        
General...........................................40                    
Distributions on Securities.......................41                    
Advances..........................................43                    
Mandatory Auction.................................44                    
Categories of Classes of Securities...............44                    
Indices Applicable to Floating Rate and                                 
Inverse Floating Rate Classes.................46                
Derivative Transactions...........................50                    
Book-Entry Securities.............................50                    
Credit Enhancement....................................55                        
General...........................................55                    
Subordination.....................................55                    
Letter of Credit..................................56                    
Mortgage Pool Insurance Policies..................56                    
Special Hazard Insurance Policies.................57                    
Bankruptcy Bonds..................................58                    
Reserve Fund......................................58                    
Cross Support.....................................59                    
Insurance Policies, Surety Bonds and                                    
Guaranties....................................59                
Over-Collateralization............................59                    
Financial Instruments.............................60                    
Deposit Agreements................................60                    
Yield and Prepayment Considerations...................60                        
Prepayment Standards or Models....................63                    
Yield.............................................63                    
The Agreements........................................63                        
Assignment of Trust Fund Assets...................63                    
Payments on Trust Fund Assets; Deposits to                              
Security Account..............................66                
Collection Procedures.............................68                    
The Surety Provider...............................69                    
Hazard Insurance..................................70                    
Realization upon Defaulted Mortgage Loans.........71                    
Servicing and Other Compensation and                                    
Payment of Expenses...........................74                
Evidence as to Compliance.........................74                    
List of Securityholders...........................75                    
Certain Matters Regarding the Servicer and                              
the Depositor.................................75                
Events of Default.................................76                    
Amendment.........................................78                    
Termination; Optional Termination.................80                    
The Trustee.......................................80                    
Certain Legal Aspects of the Mortgage Loans...........81                        
General...........................................81                    
Foreclosure and Repossession......................82                    
Rights of Redemption..............................84                    
Anti-Deficiency Legislation and Other                                   
Limitations on Lenders........................84                
Environmental Risks...............................85                    
Due-on-sale Clauses...............................86                    
Prepayment Charges................................86                    
Applicability of Usury Laws.......................87                    
Servicemembers Civil Relief Act...................87                    
Material Federal Income Tax Consequences..............87                        
General...........................................87                    

3   

S-3
241st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 241st
Taxation of Debt Securities.......................88                    
REMIC Securities..................................94                    
Prohibited Transactions and Other Taxes...........99                    
Administrative Matters...........................100                    
Tax-Exempt Investors.............................100                    
Tax-Related Restrictions on Transfers of                                
Residual Certificates........................100                
Tax Status as a Grantor Trust....................102                    
Final Trust Reporting Regulations................109                    
Tax Characterization of the Trust Fund as a                             
Partnership..................................110                
Tax Consequences to Holders of the Notes.........110                    
Tax Consequences to Holders of the                                      
Certificates.................................112                
State Tax Considerations.............................115                        
ERISA Considerations.................................117                        
Legal Investment.....................................120                        
Method of Distribution...............................121                        
Legal Matters........................................122                        
Financial Information................................122                        
Rating...............................................122                        
Index of Principal Terms.............................123                        

4   

S-3
242nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 242nd
            Important Notice About Information in this Prospectus and Each
Accompanying Prospectus Supplement  

    Information about each series of securities is contained in two separate
documents:                                                                      

 o  this prospectus, which provides general information, some of which
may not apply to a particular series; and                     

    o  the accompanying prospectus supplement for a particular series, which
describes the specific terms of the securities of that series.

 The prospectus supplement will contain information about a particular
series that supplements the information contained in this prospectus, and you   
should rely on that supplementary information in the prospectus supplement.     

You should rely only on the information in this prospectus and the  
accompanying prospectus supplement. We have not authorized anyone to provide    
you with information that is different from that contained in this prospectus   
and the accompanying prospectus supplement.                                     

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

If you require additional information, the mailing address of our   
principal executive offices is IndyMac MBS, Inc., 155 North Lake Avenue,        
Pasadena, California 91101 and the telephone number is (800) 669-2300. For      
other means of acquiring additional information about us or a series of         
securities, see "The Trust Fund--Available Information" and "--Incorporation    
of Certain Documents by Reference; Reports Filed with the SEC" on page [ ].     

5   

S-3
243rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 243rd
Risk Factors  

You should carefully consider the following information because it  
identifies significant risks associated with an investment in the securities.   

                                                        [Enlarge/Download Table]

                                                                                                                    
      Limited Source of Payments - No      The applicable prospectus supplement may provide that securities will    
      Recourse to Sellers, Depositor or    be payable from other trust funds in addition to their associated        
      Servicer                             trust fund, but if it does not, they will be payable solely from their   
                                           associated trust fund. If the trust fund does not have sufficient        
                                           assets to distribute the full amount due to you as a securityholder,     
                                           your yield will be impaired. The return of your principal may be         
                                           impaired, and you will not have recourse to any other entity.            
                                           Furthermore, at the times specified in the applicable prospectus         
                                           supplement, certain assets of the trust fund may be released and paid    
                                           out to other people, such as the depositor, a servicer, a credit         
                                           enhancement provider, or any other person entitled to payments from      
                                           the trust fund. Those assets will no longer be available to make         
                                           payments to you. Those payments are generally made after other           
                                           specified payments that may be set forth in the applicable prospectus    
                                           supplement have been made.                                               

                                           You will not have any recourse against the depositor or any servicer     
                                           if you do not receive a required distribution on the securities.         
                                           Unless otherwise specified in the applicable prospectus supplement,      
                                           you also will not have recourse against the assets of the trust fund     
                                           of any other series of securities.                                       

                                           The securities will not represent an interest in the depositor, any      
                                           servicer, any seller to the depositor, or anyone else except the trust   
                                           fund. The only obligation of the depositor to a trust fund comes from    
                                           certain representations and warranties made by it about assets           
                                           transferred to the trust fund. If these representations and warranties   
                                           turn out to be untrue, the depositor may be required to repurchase or    
                                           substitute for some of the transferred assets. IndyMac MBS, Inc.,        
                                           which is the depositor, does not have significant assets and is          
                                           unlikely to have significant assets in the future. If the depositor      
                                           were required to repurchase a loan because of a breach of a              
                                           representation, its only sources of funds for the repurchase would be:   

                                           o  funds obtained from enforcing a corresponding obligation of a         
                                              seller or originator of the loan, or                                  

                                           o  funds from a reserve fund or similar credit enhancement established   
                                              to pay for loan repurchases.                                          

                                           The only obligations of the servicer to a trust fund (other than its     
                                           servicing obligations) comes from certain representations and            
                                           warranties made by it in connection with its loan servicing              
                                           activities. If these representations and warranties turn out to be       
                                           untrue, the servicer may be required to repurchase some of the loans.    
                                           However, the servicer may not have the financial ability to make the     
                                           required repurchase.                                                     

                                           The only obligations to a trust fund of a seller of loans to the         
                                           depositor comes from certain representations and warranties made by it   
                                           in connection with its sale of the loans and certain document            

                                                       6                                                            

S-3
244th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 244th
                                           delivery requirements. If these representations and warranties turn      
                                           out to be untrue, or the seller fails to deliver required documents,     
                                           it may be required to repurchase some of the loans. However, the         
                                           seller may not have the financial ability to make the required           
                                           repurchase.                                                              

      Credit Enhancement May Not Be        Credit enhancement is intended to reduce the effect of loan losses.      
      Sufficient to Protect You from       Credit enhancements, however, may benefit only some classes of a         
      Losses                               series of securities and the amount of any credit enhancement will be    
                                           limited as described in the applicable prospectus supplement.            
                                           Furthermore, the amount of a credit enhancement may decline over time    
                                           pursuant to a schedule or formula or otherwise, and could be depleted    
                                           from payments or for other reasons before the securities covered by      
                                           the credit enhancement are paid in full. In addition, a credit           
                                           enhancement may not cover all potential sources of loss. For example,    
                                           a credit enhancement may or may not cover fraud or negligence by a       
                                           loan originator or other parties. Also, all or a portion of a credit     
                                           enhancement may be reduced, substituted for, or even eliminated, so      
                                           long as the rating agencies rating the securities indicate that the      
                                           change in credit enhancement would not cause them to adversely change    
                                           their rating of the securities. Consequently, securityholders may        
                                           suffer losses even though a credit enhancement exists and its provider   
                                           does not default.                                                        

      Losses on Balloon Payment                                                                                     
      Mortgages Are Borne by You           Some of the underlying loans may not be fully amortizing over their      
                                           terms to maturity and, thus, will require substantial principal          
                                           payments (that is, balloon payments) at their stated maturity. Loans     
                                           with balloon payments involve a greater degree of risk than fully        
                                           amortizing loans because typically the borrower must be able to          
                                           refinance the loan or sell the property to make the balloon payment at   
                                           maturity. The ability of a borrower to do this will depend on factors    
                                           such as mortgage rates at the time of sale or refinancing, the           
                                           borrower"s equity in the property, the relative strength of the local    
                                           housing market, the financial condition of the borrower, and tax laws.   
                                           Losses on these loans that are not otherwise covered by a credit         
                                           enhancement will be borne by the holders of one or more classes of       
                                           securities.                                                              

      Multifamily Lending                  Multifamily lending may expose the lender to a greater risk of loss      
                                           than single family residential lending. Owners of multifamily            
                                           residential properties rely on monthly rent payments from tenants to:    

                                           o  pay for maintenance and other operating expenses of those             
                                              properties,                                                           

                                           o  fund capital improvements, and                                        

                                           o  service any loan or other debt that may be secured by those           
                                              properties.                                                           

                                           Various factors, many of which are beyond the control of the owner or    
                                           operator of a multifamily property, may affect the economic viability    
                                           of that property.                                                        

                                           Changes in payment patterns by tenants may result from a variety         

                                                       7                                                            

S-3
245th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 245th
                                           of social, legal and economic factors. Economic factors include the      
                                           rate of inflation, unemployment levels and relative rates offered for    
                                           various types of housing. Shifts in economic factors may trigger         
                                           changes in payment patterns including increased risks of defaults by     
                                           tenants and higher vacancy rates. Adverse economic conditions, either    
                                           local or national, may limit the amount of rent that can be charged      
                                           and may result in a reduction in timely lease payments or a reduction    
                                           in occupancy levels. Occupancy and rent levels may also be affected by   
                                           construction of additional housing units, competition and local          
                                           politics, including rent stabilization or rent control laws and          
                                           policies. In addition, the level of mortgage interest rates may          
                                           encourage tenants to purchase single family housing. We cannot           
                                           determine and have no basis to predict whether, or to what extent,       
                                           economic, legal or social factors will affect future rental or payment   
                                           patterns.                                                                

                                           The location and construction quality of a particular property may       
                                           affect the occupancy level as well as the rents that may be charged      
                                           for individual units. The characteristics of a neighborhood may change   
                                           over time or in relation to newer developments. The effects of poor      
                                           construction quality will increase over time in the form of increased    
                                           maintenance and capital improvements. Even good construction will        
                                           deteriorate over time if adequate maintenance is not performed in a      
                                           timely fashion.                                                          

      Junior Liens                         The mortgages and deeds of trust securing the closed-end second-lien     
                                           loans will be, the home equity line of credit loans and home             
                                           improvement contracts will primarily be, and other loans may be junior   
                                           liens subordinate to the rights of the related senior mortgage(s) or     
                                           deed(s) of trust. Accordingly, the proceeds from any liquidation,        
                                           insurance policy or condemnation proceeding will be available to         
                                           satisfy the outstanding balance of the junior lien only to the extent    
                                           that the claims of the related senior mortgagees have been satisfied     
                                           in full, including any related foreclosure costs. In addition, if a      
                                           junior mortgagee forecloses on the property securing a junior            
                                           mortgage, the junior mortgagee will have to foreclose subject to any     
                                           senior mortgage and must take one of the following steps to protect      
                                           its interest in the property:                                            

                                           o  pay the senior mortgage in full at or prior to the foreclosure        
                                              sale, or                                                              

                                           o  assume the payments on the senior mortgage if the mortgagor is in     
                                              default under that mortgage.                                          

                                           Unless the servicer is obligated under the applicable agreement to       
                                           advance such funds, the trust fund may effectively be prevented from     
                                           foreclosing on the related property because it will not have             
                                           sufficient funds to satisfy any senior mortgages or make payments due    
                                           to any senior mortgagees.                                                

                                           Some states have imposed legal limits on the remedies of a secured       
                                           lender in the event that the proceeds of any sale under a deed of        
                                           trust or other foreclosure proceedings are insufficient to pay amounts   
                                           owed to that secured lender. In some states, including California, if    
                                           a lender simultaneously originates a loan secured by a senior lien on    
                                           a particular property and a loan secured by a junior lien on the same    
                                           property, that lender as the holder of the junior                        

                                                       8                                                            

S-3
246th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 246th
                                           lien may be precluded from obtaining a deficiency judgment with          
                                           respect to the excess of:                                                

                                           o  the aggregate amount owed under both the senior and junior loans,     
                                              over                                                                  

                                           o  the proceeds of any sale under a deed of trust or other foreclosure   
                                              proceedings.                                                          

                                           See "Certain Legal Aspects of the Loans-Anti-Deficiency Legislation;     
                                           Bankruptcy Laws; Tax Liens."                                             

      Partially Unsecured Loans            The trust fund for any series may include closed-end second-lien         
                                           loans, home equity line of credit loans and home improvement contracts   
                                           that were originated with loan-to-value ratios or combined               
                                           loan-to-value ratios in excess of the value of the related property.     

                                           Under these circumstances, the trust fund for the related series could   
                                           be treated as a general unsecured creditor as to any unsecured portion   
                                           of any related loan. If a borrower defaults under a loan that is         
                                           unsecured in part, the related trust fund generally will have recourse   
                                           only against the borrower"s assets for the unsecured portion of the      
                                           loan, along with all other general unsecured creditors of the            
                                           borrower. In a bankruptcy or insolvency proceeding relating to a         
                                           borrower on a partially unsecured loan, the borrower"s unsecured         
                                           obligation on that loan will be treated as an unsecured loan and may     
                                           be discharged by the bankruptcy court. Losses on any partially           
                                           unsecured loans that are not otherwise covered by a credit enhancement   
                                           will be borne by the holders of one or more classes of securities of     
                                           the related series.                                                      

      Home Equity Lines of Credit          Generally, a home equity line of credit has a draw period that lasts     
                                           for the first ten years (during which no principal or minimal amount     
                                           of principal is due) and, unless otherwise specified in the related      
                                           prospectus supplement, a repayment term following the draw period of     
                                           zero, ten, fifteen or twenty years. As a result, there may be limited    
                                           collections available to make payments to related securityholders or     
                                           payments of principal may be received more slowly than anticipated,      
                                           which will affect the yield on one or more classes of securities of      
                                           the related series.                                                      

                                           Home equity lines of credit that do not have a repayment term            
                                           following the draw period are effectively balloon loans that pose an     
                                           additional risk because a borrower must make a large lump sum payment    
                                           of principal at the end of the draw period. If the borrower is unable    
                                           to pay the lump sum or refinance such amount, holders of one or more     
                                           classes of securities of the related series may suffer a loss if the     
                                           related credit enhancement is not sufficient to cover                    

                                                       9                                                            

S-3
247th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 247th
                                           such shortfall.                                                          

      Nature of Mortgages                  The value of the properties underlying the loans held in the trust       
Declines In Property Values                fund may decline over time.  Among the factors that could adversely      
May Adversely Affect You                   affect the value of the properties are:                                  

                                           o  an overall decline in the residential real estate market in the       
                                              areas in which they are located,                                      

                                           o  a decline in their general condition from the failure of borrowers    
                                              to maintain their property adequately, and                            

                                           o  natural disasters that are not covered by insurance, such as          
                                              earthquakes and floods.                                               

                                           If property values decline, the actual rates of delinquencies,           
                                           foreclosures, and losses on all underlying loans could be higher than    
                                           those currently experienced in the mortgage lending industry in          
                                           general. These losses, to the extent not otherwise covered by a credit   
                                           enhancement, will be borne by the holder of one or more classes of       
                                           securities.                                                              

Cooperative Loans May Experience           Cooperative loans are evidenced by promissory notes secured by security  
Relatively Higher Losses                   interests in shares issued by private corporations that are entitled to  
                                           be treated as housing cooperatives under the Internal Revenue Code and   
                                           in the related proprietary leases or occupancy agreements granting       
                                           exclusive rights to occupy specific dwelling units in the                
                                           corporations' buildings.                                                 

                                           If a blanket mortgage (or mortgages) exists on the cooperative           
                                           apartment building and/or underlying land, as is generally the case,     
                                           the cooperative, as property borrower, is responsible for meeting        
                                           these mortgage or rental obligations. If the cooperative is unable to    
                                           meet the payment obligations arising under a blanket mortgage, the       
                                           mortgagee holding a blanket mortgage could foreclose on that mortgage    
                                           and terminate all subordinate proprietary leases and occupancy           
                                           agreements. A foreclosure by the holder of a blanket mortgage could      
                                           eliminate or significantly diminish the value of any collateral held     
                                           by the lender who financed an individual tenant-stockholder of           
                                           cooperative shares or, in the case of the mortgage loans, the            
                                           collateral securing the cooperative loans.                               

                                           If an underlying lease of the land exists, as is the case in some        
                                           instances, the cooperative is responsible for meeting the related        
                                           rental obligations.  If the cooperative is unable to meet its            
                                           obligations arising under its land lease, the holder of the land lease   
                                           could terminate the land lease and all subordinate proprietary leases    
                                           and occupancy agreements. The termination of the land lease by its       
                                           holder could eliminate or significantly diminish the value of any        
                                           collateral held by the lender who financed an individual                 
                                           tenant-stockholder of the cooperative shares or, in the case of the      
                                           mortgage loans, the collateral securing the cooperative loans. A land    
                                           lease also has an expiration date and the inability of the cooperative   
                                           to extend its term or, in the alternative, to purchase the land could    
                                           lead to termination of the cooperative's interest in                     

                                                      10                                                            

S-3
248th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 248th
                                           the property and termination of all proprietary leases and occupancy     
                                           agreements which could eliminate or significantly diminish the value     
                                           of the related collateral.                                               

                                           In addition, if the corporation issuing the shares related to the        
                                           cooperative loans fails to qualify as a cooperative housing              
                                           corporation under the Internal Revenue Code, the value of the            
                                           collateral securing the cooperative loan could be significantly          
                                           impaired because the tenant-stockholders would not be permitted to       
                                           deduct its proportionate share of certain interest expenses and real     
                                           estate taxes of the corporation.                                         

                                           The cooperative shares and proprietary lease or occupancy agreement      
                                           pledged to the lender are, in almost all cases, subject to               
                                           restrictions on transfer, including obtaining the consent of the         
                                           cooperative housing corporation prior to the transfer, which may         
                                           impair the value of the collateral after a default by the borrower due   
                                           to an inability to find a transferee acceptable to the related housing   
                                           corporation.                                                             

Delays in Liquidation May                  Even if the properties underlying the loans held in the trust fund       
Adversely Affect You                       provide adequate security for the loans, substantial delays could        
                                           occur before defaulted loans are liquidated and their proceeds are       
                                           forwarded to investors. Property foreclosure actions are regulated by    
                                           state statutes and rules and are subject to many of the delays and       
                                           expenses of other lawsuits if defenses or counterclaims are made,        
                                           sometimes requiring several years to complete. Furthermore, an action    
                                           to obtain a deficiency judgment is regulated by statutes and rules,      
                                           and the amount or availability of a deficiency judgment may be limited   
                                           by law. In the event of a default by a borrower, these restrictions      
                                           may impede the ability of the servicer to foreclose on or to sell the    
                                           mortgaged property or to obtain a deficiency judgment to obtain          
                                           sufficient proceeds to repay the loan in full. In addition, the          
                                           servicer will be entitled to deduct from liquidation proceeds all        
                                           expenses reasonably incurred in attempting to recover on the defaulted   
                                           loan, including legal and appraisal fees and costs, real estate taxes,   
                                           and property maintenance and preservation expenses.                      

                                           In the event that:                                                       

                                                     o  the mortgaged properties fail to provide adequate           
                                                        security for the related loans,                             

                                                     o  if applicable to a series as specified in the related       
                                                        prospectus supplement, excess cashflow (if any) and         
                                                        overcollateralization (if any) is insufficient to cover     
                                                        these shortfalls,                                           

                                                     o  if applicable to a series as specified in the related       
                                                        prospectus supplement, the subordination of certain         
                                                        classes are insufficient to cover these shortfalls, and     

                                                     o  with respect to the securities with the benefit of an       
                                                        insurance policy as specified in the related                

                                                      11                                                            

S-3
249th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 249th
                                                        prospectus supplement, the credit enhancement provider fails
                                                        to make the required payments under the related insurance   

                                           policies, you could lose all or a portion of the money you paid for      
                                           the securities and could also have a lower yield than anticipated at     
                                           the time you purchased the securities.                                   

Disproportionate Effect of                 Liquidation expenses of defaulted loans generally do not vary directly   
Liquidation Expenses May                   with the outstanding principal balance of the loan at the time of        
Adversely Affect You                        default. Therefore, if a servicer takes the same steps for a defaulted  

                                           loan having a small remaining principal balance as it does for a         
                                           defaulted loan having a large remaining principal balance, the amount    
                                           realized after expenses is smaller as a percentage of the outstanding    
                                           principal balance of the small loan than it is for the defaulted loan    
                                           having a large remaining principal balance.                              

Consumer Protection Laws                   Federal, state and local laws extensively regulate various aspects of    
May Adversely Affect You                   brokering, originating, servicing and collecting mortgage loans          
                                           secured by consumers' dwellings. Among other things, these laws may      
                                           regulate interest rates and other charges, require disclosures, impose   
                                           financial privacy requirements, mandate specific business practices,     
                                           and prohibit unfair and deceptive trade practices. In addition,          
                                           licensing requirements may be imposed on persons that broker,            
                                           originate, service or collect mortgage loans secured by consumers"       
                                           dwellings. Additional requirements may be imposed under federal, state   
                                           or local laws on so-called "high cost" mortgage loans, which typically   
                                           are defined as loans secured by a consumer"s dwelling that have          
                                           interest rates or origination costs in excess of prescribed levels.      
                                           These laws may limit certain loan terms, such as prepayment charges,     
                                           or the ability of a creditor to refinance a loan unless it is in the     
                                           borrower's interest. In addition, certain of these laws may allow        
                                           claims against loan brokers or mortgage originators, including claims    
                                           based on fraud or misrepresentations, to be asserted against persons     
                                           acquiring the mortgage loans, such as the trust.                         

                                           The federal laws that may apply to loans held in the trust include the   
                                           following:                                                               

                                           o  the Truth in Lending Act and its regulations, which (among other      
                                              things) require disclosures to borrowers regarding the terms of       
                                              mortgage loans and provide consumers who pledged their principal      
                                              dwelling as collateral in a non-purchase money transaction with a     
                                              right of rescission that generally extends for three days after       
                                              proper disclosures are given (but in no event more than three         
                                              years);                                                               

                                           o  the Home Ownership and Equity Protection Act and its regulations,     
                                              which (among other things) imposes additional disclosure              
                                              requirements and limitations on loan terms with respect to            
                                              non-purchase money, installment loans secured by the consumer's       
                                              principal dwelling that have interest rates or                        

                                                      12                                                            

S-3
250th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 250th
                                           origination costs in excess of prescribed levels;                        

                                           o  the Home Equity Loan Consumer Protection Act and its regulations,     
                                              which (among other things) limit changes that may be made to          
                                              open-end loans secured by the consumer's dwelling, and restricts      
                                              the ability to accelerate balances or suspend credit privileges on    
                                              this type of loans;                                                   

                                           o  the Real Estate Settlement Procedures Act and its regulations,        
                                              which (among other things) prohibit the payment of referral fees      
                                              for real estate settlement services (including mortgage lending and   
                                              brokerage services) and regulate escrow accounts for taxes and        
                                              insurance and billing inquiries made by borrowers;                    

                                           o  the Equal Credit Opportunity Act and its regulations, which (among    
                                              other things) generally prohibits discrimination in any aspect of a   
                                              credit transaction on certain enumerated basis, such as age, race,    
                                              color, sex, religion, marital status, national origin or receipt of   
                                              public assistance;                                                    

                                           o  the Federal Trade Commission's Rule on Preservation of Consumer       
                                              Claims and Defenses, which generally provides that the rights of an   
                                              assignee of a conditional sales contract (or of certain lenders       
                                              making purchase money loans) to enforce a consumer credit             
                                              obligation are subject to the claims and defenses that the consumer   
                                              could assert against the seller of goods or services financed in      
                                              the credit transaction; and                                           

                                           o  the Fair Credit Reporting Act, which (among other things) regulates   
                                              the use of consumer reports obtained from consumer reporting          
                                              agencies and the reporting of payment histories to consumer           
                                              reporting agencies.                                                   

                                           The penalties for violating these federal, state, or local laws vary     
                                           depending on the applicable law and the particular facts of the          
                                           situation. However, private plaintiffs typically may assert claims for   
                                           actual damages and, in some cases, also may recover civil money          
                                           penalties or exercise a right to rescind the mortgage loan. Violations   
                                           of certain laws may limit the ability to collect all or part of the      
                                           principal or interest on a mortgage loan and, in some cases, borrowers   
                                           even may be entitled to a refund of amounts previously paid. Federal,    
                                           state and local administrative or law enforcement agencies also may be   
                                           entitled to bring legal actions, including actions for civil money       
                                           penalties or restitution, for violations of certain of these laws.       

                                           Depending on the particular alleged misconduct, it is possible that      
                                           claims may be asserted against various participants in the secondary     
                                           mortgage market, including assignees that hold the mortgage loan, such   
                                           as the trust. Losses on loans from the application of these federal,     
                                           state and local laws that are not otherwise covered by one or more       
                                           forms of credit enhancement will be borne by holders of one or more      
                                           classes of securities. Additionally, the trust may experience losses     
                                           arising from lawsuits related to alleged violations of these laws,       
                                           which, if not covered by                                                 

                                                      13                                                            

S-3
251st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 251st
                                           one or more forms of credit enhancement or the seller, will be borne     
                                           by the holders of one or more classes of securities.                     

Your Risk of Loss May Be Higher Than       The trust fund may also include home equity loans that were originated   
You Expect If Your Securities Are Backed   with loan-to-value ratios or combined loan-to-value ratios in excess     
by Partially Unsecured Home Equity Loans   of the value of the related mortgaged property. Under these              
                                           circumstances, the trust fund could be treated as a general unsecured    
                                           creditor as to any unsecured portion of any related loan. In the event   
                                           of a default under a loan that is unsecured in part, the trust fund      
                                           will have recourse only against the borrower's assets generally for      
                                           the unsecured portion of the loan, along with all other general          
                                           unsecured creditors of the borrower.                                     

Impact of World Events                     The economic impact of the United States' military operations in Iraq    
                                           and other parts of the world, as well as the possibility of any          
                                           terrorist attacks domestically or abroad, is uncertain, but could have   
                                           a material effect on general economic conditions, consumer confidence,   
                                           and market liquidity. We can give no assurance as to the effect of       
                                           these events on consumer confidence and the performance of the loans     
                                           held by trust fund. Any adverse impact resulting from these events       
                                           would be borne by the holders of one or more classes of the              
                                           securities.                                                              

                                           United States military operations also increase the likelihood of        
                                           shortfalls under the Servicemembers Civil Relief Act or similar state    
                                           laws (referred to as the "Relief Act" ). The Relief Act provides         
                                           relief to borrowers who enter active military service and to borrowers   
                                           in reserve status who are called to active duty after the origination    
                                           of their loan. The Relief Act provides generally that these borrowers    
                                           may not be charged interest on a loan in excess of 6% per annum during   
                                           the period of the borrower's active duty. These shortfalls are not       
                                           required to be paid by the borrower at any future time and will not be   
                                           advanced by the servicer, unless otherwise specified in the related      
                                           prospectus supplement. To the extent these shortfalls reduce the         
                                           amount of interest paid to the holders of securities with the benefit    
                                           of an insurance policy, unless otherwise specified in the related        
                                           prospectus supplement, they will not be covered by the related           
                                           insurance policy. In addition, the Relief Act imposes limitations that   
                                           would impair the ability of the servicer to foreclose on an affected     
                                           loan during the borrower's period of active duty status, and, under      
                                           some circumstances, during an additional period thereafter.              

You Could Be Adversely Affected by         Federal, state, and local laws and regulations impose a wide range of    
Violations of Environmental Laws           requirements on activities that may affect the environment, health,      
                                           and safety. In certain circumstances, these laws and regulations         
                                           impose obligations on "owners" or "operators" of residential             
                                           properties such as those that secure the loans held in the trust fund.   
                                           Failure to comply with these laws and regulations can result in fines    
                                           and penalties that could be assessed against the trust if it were to     
                                           be considered an "owner" or "operator" of the related property. A        
                                           property "owner" or "operator" can also be held liable for the cost of   
                                           investigating and remediating contamination, regardless of fault, and    
                                           for personal injury or property damage arising from exposure to          
                                           contaminants.                                                            

                                           In some states, a lien on the property due to contamination has          
                                           priority over the lien of an existing mortgage. Also, under certain      
                                           circumstances, a mortgage lender may be held liable as an "owner" or     
                                           "operator" for costs associated with the release of hazardous            
                                           substances from a site, or petroleum from an underground storage tank    
                                           under certain circumstances. If the trust fund were to be considered     
                                           the "owner" or "operator" of a property, it will suffer losses as a      
                                           result of any liability imposed for environmental hazards on the         
                                           property.                                                                

                                                      14                                                            

S-3
252nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 252nd
      Ratings of the Securities Do Not     Any class of securities offered under this prospectus and the            
      Assure Their Payment                 accompanying prospectus supplement will be rated in one of the           
                                           four highest rating categories of at least one nationally recognized     
                                           rating agency. A rating is based on the adequacy of the value of the     
                                           trust assets and any credit enhancement for that class, and, in the      
                                           case of surety bonds, insurance policies, letters of credit or           
                                           guarantees, primarily on the claims paying ability of any related        
                                           surety provider, insurer, letter of credit provider or guarantor, and    
                                           reflects the rating agency's assessment of how likely it is that         
                                           holders of the class of securities will receive the payments to which    
                                           they are entitled. A rating does not constitute an assessment of how     
                                           likely it is that principal prepayments on the underlying loans will     
                                           be made, the degree to which the rate of prepayments might differ from   
                                           that originally anticipated, or the likelihood that the securities       
                                           will be redeemed early. A rating is not a recommendation to purchase,    
                                           hold, or sell securities because it does not address the market price    
                                           of the securities or the suitability of the securities for any           
                                           particular investor.                                                     

                                           A rating may not remain in effect for any given period of time and the   
                                           rating agency could lower or withdraw the rating in the future. For      
                                           example, the rating agency could lower or withdraw its rating due to:    

                                           o  a decrease in the adequacy of the value of the trust assets or any    
                                              related credit enhancement,                                           

                                           o  an adverse change in the financial or other condition of a credit     
                                              enhancement provider, or                                              

                                           o  a change in the rating of the credit enhancement provider's           
                                              long-term debt.                                                       

                                           The amount, type, and nature of credit enhancement established for a     
                                           class of securities will be determined on the basis of criteria          
                                           established by each rating agency rating classes of the securities.      
                                           These criteria are sometimes based upon an actuarial analysis of the     
                                           behavior of similar loans in a larger group. That analysis is often      
                                           the basis upon which each rating agency determines the amount of         
                                           credit enhancement required for a class. The historical data             
                                           supporting any actuarial analysis may not accurately reflect future      
                                           experience, and the data derived from a large pool of similar loans      
                                           may not accurately predict the delinquency, foreclosure, or loss         
                                           experience of any particular pool of mortgage loans. Mortgaged           
                                           properties may not retain their values. If residential real estate       
                                           markets experience an overall decline in property values                 

                                                      15                                                            

S-3
253rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 253rd
                                           such that the outstanding principal balances of the loans held in a      
                                           particular trust fund and any secondary financing on the related         
                                           mortgaged properties become equal to or greater than the value of the    
                                           mortgaged properties, the rates of delinquencies, foreclosures, and      
                                           losses could be higher than those now generally experienced in the       
                                           mortgage lending industry. In addition, adverse economic conditions      
                                           may affect timely payment by mortgagors on their loans regardless of     
                                           whether the conditions affect real property values and, accordingly,     
                                           the rates of delinquencies, foreclosures, and losses in any trust        
                                           fund. Losses from this that are not covered by a credit enhancement      
                                           will be borne, at least in part, by the holders of one or more classes   
                                           of securities.                                                           

      Book-Entry Registration              Securities issued in book-entry form may have only limited liquidity in  
Limit on Liquidity                         the resale market, since investors may be unwilling to purchase          
                                           securities for which they cannot obtain physical instruments.            

Limit on Ability to Transfer or Pledge     Transactions in book-entry securities can be effected only through The   
                                           Depository Trust Company, its participating organizations, its           
                                           indirect participants, and certain banks. Therefore, your ability to     
                                           transfer or pledge securities issued in book-entry form may be           
                                           limited.                                                                 

Delays in Distributions                    You may experience some delay in the receipt of distributions on         
                                           book-entry securities since the distributions will be forwarded by the   
                                           trustee to The Depository Trust Company for it to credit the accounts    
                                           of its participants. In turn, these participants will then credit the    
                                           distributions to your account either directly or indirectly through      
                                           indirect participants.                                                   

                                                      16                                                            

S-3
254th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 254th
Pre-Funding Accounts Will Not Be Used to   The prospectus supplement for a series of securities may provide that    
Cover Losses on the Loans                  on the closing date for that series, the depositor will deposit cash     
                                           into a pre-funding account. The amount deposited into the pre-funding    
                                           account will never exceed 50% of the initial aggregate principal         
                                           amount of the certificates and/or notes of the related series. The       
                                           pre-funding account will only be used to purchase additional loans       
                                           from the depositor during the period beginning with the related          
                                           closing date and ending not more than one year after the closing date.   
                                           The depositor will acquire these additional loans from the seller or     
                                           sellers specified in the related prospectus supplement. The trustee      
                                           for the related series will maintain the pre-funding account. Amounts    
                                           on deposit in the pre-funding account will not be used to cover losses   
                                           on or in respect of the related loans.                                   

Unused Amounts on Deposit in Any Pre-      Any amounts remaining in a pre-funding account at the end of the         
Funding Account Will Be Paid as Principal  period specified in the applicable prospectus supplement will be         
to Securityholders                         distributed as a prepayment of principal to the related                  
                                           securityholders on the first distribution date after the end of that     
                                           period. Any such distribution will be made in the amounts and            
                                           according to the priorities specified in the related prospectus          
                                           supplement. The holders of one or more classes of the related series     
                                           of securities will bear the entire reinvestment risk resulting from      
                                           that prepayment.                                                         

Secondary Market for the Securities May    The related prospectus supplement for each series will specify the       
Not Exist                                  classes in which the underwriter intends to make a secondary market,     
                                           but no underwriter will have any obligation to do so. We can give no     
                                           assurance that a secondary market for the securities will develop or,    
                                           if it develops, that it will continue. Consequently, you may not be      
                                           able to sell your securities readily or at prices that will enable you   
                                           to realize your desired yield. If only a portion of a class of offered   
                                           certificates has been sold to the public, the market for the offered     
                                           certificates could be illiquid because of the small amount of these      
                                           certificates held by the public. In addition, the market overhang        
                                           created by the existence of offered certificates that the market is      
                                           aware may be sold to the public in the near future could adversely       
                                           affect your ability to sell your certificates. The market values of      
                                           the securities are likely to fluctuate. Fluctuations may be              
                                           significant and could result in significant losses to you.               

                                           The secondary markets for asset backed securities have experienced       
                                           periods of illiquidity and can be expected to do so in the future.       
                                           Illiquidity can have a severely adverse effect on the prices of          
                                           securities that are especially sensitive to prepayment, credit or        
                                           interest rate risk, or that have been structured to meet the             
                                           investment requirements of limited categories of investors.              

Bankruptcy or Insolvency May Affect the    The tseller and the depositor will take steps to structure the           
Timing and Amount of Distributions on the  transfer of the loans held in the trust fund by the seller to the        
                                           depositor as a sale. The depositor and the trust fund will take steps    
                                           to structure                                                             

                                                      17                                                            

S-3
255th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 255th
Securities                                 the transfer of the loans from the depositor to the trust fund as a      
                                           sale. If these characterizations are correct, then if the seller were    
                                           to become bankrupt, the loans would not be part of the seller's          
                                           bankruptcy estate and would not be available to the seller's             
                                           creditors. On the other hand, if the seller becomes bankrupt, its        
                                           bankruptcy trustee or one of its creditors may attempt to                
                                           recharacterize the sale of the loans as a borrowing by the seller,       
                                           secured by a pledge of the loans. Presenting this position to a          
                                           bankruptcy court could prevent timely payments on the securities and     
                                           even reduce the payments on the securities. Additionally, if that        
                                           argument is successful, the bankruptcy trustee could elect to sell the   
                                           loans and pay down the securities early. Thus, you could lose the        
                                           right to future payments of interest, and might suffer reinvestment      
                                           losses in a lower interest rate environment. Similarly, if the           
                                           characterizations of the transfers as sales are correct, then if the     
                                           depositor were to become bankrupt, the loans would not be part of the    
                                           depositor's bankruptcy estate and would not be available to the          
                                           depositor's creditors. On the other hand, if the depositor becomes       
                                           bankrupt, its bankruptcy trustee or one of its creditors may attempt     
                                           to recharacterize the sale of the loans as a borrowing by the            
                                           depositor, secured by a pledge of the loans. Presenting this position    
                                           to a bankruptcy court could prevent timely payments on the securities    
                                           and even reduce the payments on the securities.                          

                                           If the servicer becomes bankrupt, the bankruptcy trustee may have the    
                                           power to prevent the appointment of a successor servicer. Any related    
                                           delays in servicing could result in increased delinquencies or losses    
                                           on the loans. The period during which cash collections may be            
                                           commingled with the servicer's own funds before each distribution date   
                                           for securities will be specified in the applicable prospectus            
                                           supplement. If the servicer becomes bankrupt and cash collections have   
                                           been commingled with the servicer's own funds, the trust fund will       
                                           likely not have a perfected interest in those collections. In this       
                                           case the trust might be an unsecured creditor of the servicer as to      
                                           the commingled funds and could recover only its share as a general       
                                           creditor, which might be nothing. Collections commingled but still in    
                                           an account of the servicer might also be included in the bankruptcy      
                                           estate of the servicer even though the trust may have a perfected        
                                           security interest in them. Their inclusion in the bankruptcy estate of   
                                           the servicer may result in delays in payment and failure to pay          
                                           amounts due on the securities. Federal and state statutory provisions    
                                           affording protection or relief to distressed borrowers may affect the    
                                           ability of the secured mortgage lender to realize upon its security in   
                                           other situations as well. For example, in a proceeding under the         
                                           federal Bankruptcy Code, a lender may not foreclose on a mortgaged       
                                           property without the permission of the bankruptcy court. In certain      
                                           instances a bankruptcy court may allow a borrower to reduce the          
                                           monthly payments, change the rate of interest, and alter the mortgage    
                                           loan repayment schedule for under collateralized mortgage loans. The     
                                           effect of these types of proceedings can be to cause delays in           
                                           receiving payments on the loans underlying securities and even to        
                                           reduce the aggregate amount of payments on the loans underlying          
                                           securities.                                                              

                                                      18                                                            

S-3
256th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 256th
Holders of Original Issue Discount         Debt securities that are compound interest securities will be, and       
Securities Are Required to Include         certain other debt may be, securities issued with original issue         
Original Issue Discount in Ordinary Gross  income discount for federal tax purposes. A holder of debt securities    
Income as It Accrues                       issued with original issue discount is required to include original      
                                           issue discount in ordinary gross income for federal income tax           
                                           purposes as it accrues, before receiving the cash attributable to that   
                                           income. Accrued but unpaid interest on the debt securities that are      
                                           compound interest securities generally will be treated as original       
                                           issue discount for this purpose.                                         

                                           See "Federal Income Tax Consequences-Taxation of Debt                    
                                           Securities-Interest and Acquisition Discount" and "-Market Discount."    

The Principal Amount of Securities May     The market value of the assets relating to a series of securities at     
Exceed the Market Value of the Trust       any time may be less than the principal amount of the securities of      
Fund Assets                                that series then outstanding, plus accrued interest. In the case of a    
                                           series of notes, after an event of default and a sale of the assets      
                                           relating to a series of securities, the trustee, the servicer, the       
                                           credit enhancer, if any, and any other service provider specified in     
                                           the related prospectus supplement generally will be entitled to          
                                           receive the proceeds of that sale to the extent of unpaid fees and       
                                           other amounts owing to them under the related transaction document       
                                           prior to distributions to securityholders. Upon any sale of the assets   
                                           in connection with an event of default, the proceeds may be              
                                           insufficient to pay in full the principal of and interest on the         
                                           securities of the related series.                                        

                                           Certain capitalized terms are used in this prospectus to assist you in   
                                           understanding the terms of the securities. The capitalized terms used    
                                           in this prospectus are defined on the pages indicated under the          
                                           caption "Index of Principal Terms" on page [ ].                          

                                  19

S-3
257th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 257th
                 The Trust Fund(1)

   This prospectus relates to either Mortgage Pass-Through Certificates or
Mortgage Pass-Through Notes, or a combination of those, which may be sold from  
time to time in one or more series by the depositor, IndyMac MBS, Inc., on      
terms determined at the time of sale and described in this prospectus and the   
related prospectus supplement. Each series will be issued under a separate      
agreement to be entered into with respect to each series. The securities of     
each series will represent interests in the assets of the related trust fund,   
and the notes of each series will be secured by the pledge of the assets of     
the related trust fund. The trust fund for each series will be held by the      
trustee for the benefit of the related securityholders. Each trust fund will    
consist of the trust fund assets (the "Trust Fund Assets") consisting of:       

o  a pool of mortgage loans of the type or types specified in the   
   related prospectus supplement, together with payments relating to
those loans,                                                  

    o  mortgage pass-through securities (the "Agency Securities ") issued or
guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac or        

  o  other mortgage pass-through certificates or collateralized mortgage
      obligations (the "Private Mortgage-Backed Securities") evidencing an
   interest in, or secured by, mortgage loans of the type that would
otherwise be eligible to be mortgage loans.                   

The depositor will cause the Trust Fund Assets to be assigned to the
trustee named in the related prospectus supplement for the benefit of the       
holders of the securities of the related series. The servicer named in the      
related prospectus supplement will service the Trust Fund Assets pursuant to:   

  o  a pooling and servicing agreement among the depositor, the servicer
      and the trustee, in the case of a series consisting of certificates,

 o  a servicing agreement between the trustee and the servicer, in the
case of a series consisting of certificates and notes, or     

   o  a sale and servicing agreement among the depositor, the servicer and
the trustee, in the case of a series consisting of notes.     

    The servicer will receive a fee for its services. See "Loan Program" and
"The Agreements" in this prospectus. With respect to loans serviced by the      
servicer through a sub-servicer, the servicer will remain liable for its        
servicing obligations under the related agreement as if the servicer alone      
were servicing those loans.                                                     

    In the case of a series consisting of certificates, the term "agreement"
means the related pooling and servicing agreement. In the case of a series      
consisting of certificates and notes, the term "agreement" means the related    
trust agreement, indenture and servicing agreement, as the context requires.    
In the case of a series consisting of notes, the term "agreement" means the     
related trust agreement, sale and servicing agreement or indenture, as the      
context requires.                                                               

 If specified in the related prospectus supplement, a trust fund for a
series may be a business trust or common law trust formed under the laws of     
the state specified in the related prospectus supplement pursuant to a trust    
agreement between the depositor and the related trustee.                        

 Before the initial offering of a series of securities, the trust fund
for that series will have no assets or liabilities. The trust fund for a        
series is not expected to engage in any activities other than:                  

(1) Whenever the terms mortgage pool and certificates are used in this          
prospectus, those terms will be considered to apply, unless the context 
indicates otherwise, to one specific mortgage pool and the certificates 
  representing certain undivided interests in a single trust fund consisting
primarily of the Trust Fund Assets in the mortgage pool. Similarly, the 
term pass-through rate will refer to the pass-through rate borne by the 
 certificates of one specific series and the term trust fund will refer to
one specific trust fund.                                                

20  

S-3
258th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 258th
    o  acquiring, holding and managing the related Trust Fund Assets and any
      other assets specified in this prospectus and the related prospectus
supplement (including any proceeds of those assets),          

o  issuing securities and making distributions on them, and         

o  certain other related activities.                                

The trust fund for a series is not expected to have any source of   
capital other than its assets and any related credit enhancement.               

    The related prospectus supplement may provide for additional obligations
of the depositor, but if it does not, the depositor's only obligations with     
respect to a series of securities will be to obtain certain representations     
and warranties from the seller and to assign to the related trustee the         
depositor's rights with respect to those representations and warranties. See    
"The Agreements- Assignment of the Trust Fund Assets." The servicer's           
obligations with respect to the loans will consist mainly of its contractual    
servicing obligations under the related agreement (including its obligation to  
enforce the obligations of the sellers, as described in this prospectus under   
"Loan Program-Representations by Seller; Repurchases" and "-Assignment of the   
Trust Fund Assets"), and any obligation to make cash advances in the event of   
delinquent payments on the loans, as described under "Description of the        
Securities-Advances" in this prospectus. The servicer's obligation to make      
advances may be limited, as described in this prospectus and the related        
prospectus supplement.                                                          

The securities will be entitled to payment from the assets of the   
related trust fund or other assets pledged for the benefit of the holders of    
the securities as specified in the related prospectus supplement and will not   
be entitled to payments in respect of the assets of any other trust fund        
established by the depositor. The applicable prospectus supplement may specify  
the Trust Fund Assets that a trust fund will consist of, but if it does not,    
the Trust Fund Assets of any trust fund will consist of mortgage loans, Agency  
Securities or Private Mortgage-Backed Securities but not a combination of       
them. Mortgage loans acquired by the depositor will have been originated in     
accordance with the underwriting criteria specified below under "Mortgage Loan  
Program--Underwriting Standards" or as otherwise described in a related         
prospectus supplement.                                                          

  The following is a brief description of the Trust Fund Assets expected
to be included in the trust funds. If specific information about the Trust      
Fund Assets is not known at the time the related series of securities           
initially is offered, the related prospectus supplement will contain more       
general information of the nature described below, and specific information     
will be set forth in a report on Form 8-K to be filed with the Securities and   
Exchange Commission (the "SEC") after the initial issuance of the related       
series of securities. A maximum of 5% of the Trust Fund Assets (relative to     
the related pool principal balance) as they will be constituted at the time     
that the applicable detailed description of Trust Fund Assets is filed will     
deviate in any material respect from the Mortgage Asset pool characteristics    
described in the related prospectus supplement. A schedule of the Trust Fund    
Assets relating to the series will be attached to the pooling and servicing     
agreement delivered to the trustee upon delivery of the securities.             

The Mortgage Loans--General                                                     

 The mortgage loans will be secured by first mortgage liens on one- to
four-family residential properties and, if so specified in the related          
prospectus supplement, may include cooperative apartment loans secured by       
security interests in shares issued by private, nonprofit, cooperative housing  
corporations and in the related proprietary leases or occupancy agreements      
granting exclusive rights to occupy specific dwelling units in the              
cooperatives' buildings. In addition, the Trust Fund Assets of the related      
trust fund may include mortgage participation certificates evidencing           
interests in mortgage loans. The mortgage loans may be conventional loans       
(i.e., loans that are not insured or guaranteed by any governmental agency),    
insured by the FHA or partially guaranteed by the VA as specified in the        
related prospectus supplement. All or a portion of the mortgage loans in a      
mortgage pool may be insured by FHA insurance and may be partially guaranteed   
by the VA.                                                                      

The mortgage loans will consist of single family loans, multifamily 
loans, mixed-use loans, closed-end second-lien loans, home equity line of       
credit loans, lot loans or home improvement contracts. If specified in the      
related prospectus supplement, the loans may include cooperative apartment      
loans ("cooperative loans") secured by security interests in shares issued by   
private, non-profit, cooperative housing corporations ("cooperatives") and in   

21  

S-3
259th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 259th
the related proprietary leases or occupancy agreements granting exclusive       
rights to occupy specific dwelling units in the cooperatives' buildings. As     
more fully described in the related prospectus supplement, the loans may be     
"conventional" loans or loans that are insured or guaranteed by a governmental  
agency such as the Federal Housing Administration (the "FHA") or the            
Department of Veterans' Affairs (the "VA").                                     

The real property that secures repayment of the mortgage loans is   
referred to collectively as "mortgaged properties." The mortgaged properties    
will be located in any one of the fifty states, the District of Columbia,       
Guam, Puerto Rico or any other territory of the United States. Mortgage loans   
with certain Loan-to-Value Ratios or certain principal balances or both may be  
covered wholly or partially by primary mortgage guaranty insurance policies.    
The existence, extent and duration of coverage will be described in the         
applicable prospectus supplement. The mortgaged properties will be secured by   
mortgages or deeds of trust or other similar security instruments creating a    
lien on a property. In the case of closed-end second-lien loans, liens will     
be, in the case of home equity line of credit loans and home improvement        
contracts, liens generally will be, and in the case of all other loans, liens   
may be subordinated to one or more senior liens on the related properties, as   
described in the related prospectus supplement. In addition to being secured    
by mortgages on real estate, the home improvement contracts may also be         
secured by purchase money security interests in the home improvements financed  
thereby. If so specified in the related prospectus supplement, the closed-end   
second-lien loans, home equity line of credit loans and home improvement        
contracts may include loans (primarily for home improvement or debt             
consolidation purposes) in amounts exceeding the value of the related           
properties at the time of origination.                                          

The applicable prospectus supplement may specify the day or days on 
which bi-weekly or monthly payments on the mortgage loans in a mortgage pool    
will be due, but if it does not, all of the mortgage loans in a mortgage pool   
will have monthly payments due on the first day of each month. The payment      
terms of the mortgage loans to be included in a trust fund will be described    
in the related prospectus supplement and may include any of the following       
features or combination thereof or other features described in the related      
prospectus supplement:                                                          

   o  Interest may be payable at a fixed rate, a rate adjustable from time
 to time in relation to an index (which will be specified in the
      related prospectus supplement), a rate that is fixed for a period of
      time or under certain circumstances and is followed by an adjustable
      rate, a rate that otherwise varies from time to time, or a rate that
       is convertible from an adjustable rate to a fixed rate. Changes to an
 adjustable rate may be subject to periodic limitations, maximum
   rates, minimum rates or a combination of the limitations. Accrued
       interest may be deferred and added to the principal of a loan for the
periods and under the circumstances as may be specified in the
   related prospectus supplement. Mortgage loans may provide for the
      payment of interest at a rate lower than the specified interest rate
      borne by that loan (the "Loan Rate") for a period of time or for the
      life of the loan; the amount of the difference may be contributed by
the seller of the property or another source.                 

o  Principal may be payable on a level debt service basis to fully  
    amortize the mortgage loan over its term, may be calculated on the
 basis of an assumed amortization schedule that is significantly
       longer than the original term to maturity or on an interest rate that
       is different from the Loan Rate or may not be amortized during all or
    a portion of the original term. Payment (referred to as a "balloon
       payment") of all or a substantial portion of the principal may be due
      on maturity, called balloon payments. Principal may include interest
  that has been deferred and added to the principal balance of the
mortgage loan.                                                

   o  Monthly payments of principal and interest may be fixed for the life
       of the mortgage loan, may increase over a specified period of time or
       may change from period to period, including periods in which payments
       are interest only. The terms of a mortgage loan may include limits on
       periodic increases or decreases in the amount of monthly payments and
may include maximum or minimum amounts of monthly payments.   

  o  The mortgage loans generally may be prepaid at any time without the
  payment of any prepayment charge. If so specified in the related
     prospectus supplement, some prepayments of principal may be subject
to a prepayment charge, which may be fixed for the life of the
       mortgage loan or may decline over time, and may be prohibited for the
    life of the mortgage loan or for certain periods, which are called
      lockout periods. Certain mortgage loans may permit prepayments after
expiration of the                                             

22  

S-3
260th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 260th
       applicable lockout period and may require the payment of a prepayment
     charge in connection with any subsequent prepayment. Other mortgage
  loans may permit prepayments without payment of a fee unless the
prepayment occurs during specified time periods. The loans may
   include "due-on-sale" clauses that permit the mortgagee to demand
    payment of the entire mortgage loan in connection with the sale or
     certain transfers of the related mortgaged property. Other mortgage
loans may be assumable by persons meeting the then applicable 
underwriting standards of the seller.                         

    A trust fund may contain buydown loans that include provisions whereby a
third party partially subsidizes the monthly payments of the obligors on the    
mortgage loans during the early years of the mortgage loans, the difference to  
be made up from a buydown fund contributed by the third party at the time of    
origination of the mortgage loan. A buydown fund will be in an amount equal     
either to the discounted value or full aggregate amount of future payment       
subsidies. Thereafter, buydown funds are applied to the applicable mortgage     
loan upon receipt by the servicer of the mortgagor's portion of the monthly     
payment on the mortgage loan. The servicer administers the buydown fund to      
ensure that the monthly allocation from the buydown fund combined with the      
monthly payment received from the mortgagor equals the scheduled monthly        
payment on the applicable mortgage loan. The underlying assumption of buydown   
plans is that the income of the mortgagor will increase during the buydown      
period as a result of normal increases in compensation and inflation, so that   
the mortgagor will be able to meet the full mortgage payments at the end of     
the buydown period. To the extent that this assumption as to increased income   
is not fulfilled, the possibility of defaults on buydown loans is increased.    
The related prospectus supplement will contain information with respect to any  
buydown loan concerning limitations on the interest rate initially paid by the  
mortgagor, on annual increases in the interest rate and on the length of the    
buydown period.                                                                 

  The real properties securing repayment of the loans are referred to as
the properties. The loans will be secured by mortgages or deeds of trust or     
other similar security instruments creating a lien on a property. In the case   
of closed-end second-lien loans, liens will be, in the case of home equity      
line of credit loans and home improvement contracts, liens generally will be,   
and in the case of all other loans, liens may be subordinated to one or more    
senior liens on the related properties, as described in the related prospectus  
supplement. In addition to being secured by mortgages on real estate, the home  
improvement contracts may also be secured by purchase money security interests  
in the home improvements financed thereby. If so specified in the related       
prospectus supplement, the closed-end second-lien loans, home equity line of    
credit loans and home improvement contracts may include loans (primarily for    
home improvement or debt consolidation purposes) in amounts exceeding the       
value of the related properties at the time of origination. The properties and  
the home improvements are collectively referred to in this prospectus as the    
"Properties" and are individually referred to as a "Property." The Properties   
may be located in any one of the fifty states, the District of Columbia, Guam,  
Puerto Rico or any other territory of the United States.                        

  Loans with certain Loan-to-Value Ratios (defined below) and/or certain
principal balances may be covered wholly or partially by primary mortgage       
guaranty insurance policies. The existence, extent and duration of any such     
coverage will be described in the applicable prospectus supplement.             

   The related prospectus supplement will disclose the aggregate principal
balance of loans secured by owner-occupied properties. The related prospectus   
supplement also may state the basis for representations relating to Single      
Family Properties (defined below), but if it does not, the sole basis for a     
representation that a given percentage of the loans is secured by               
owner-occupied Single Family Properties will be the borrower's representation   
at origination that the borrower intends to use the Property as a primary       
residence.                                                                      

   Single Family Loans. The mortgaged properties relating to single family
loans will consist of detached or semi-detached one- to four-family dwelling    
units, townhouses, rowhouses, individual condominium units, individual units    
in planned unit developments, manufactured housing that is permanently affixed  
and treated as real property under local law, security interests in shares      
issued by cooperative housing corporations, and certain other dwelling units    
("Single Family Properties"). Single Family Properties may include vacation     
and second homes, investment properties and leasehold interests. In the case    
of leasehold interests the related prospectus supplement may specify the        
leasehold term, but if it does not, the stated term of the leasehold will       
exceed the scheduled maturity of the loan by at least five years.               

Multifamily Loans. Properties securing multifamily loans may include
small multifamily residential properties such as rental apartment buildings or  
projects containing five to fifty residential units, including mid-rise         

23  

S-3
261st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 261st
and garden apartments. Certain of the multifamily loans may be secured by       
apartment buildings owned by cooperatives. The cooperative owns all the         
apartment units in the building and all common areas. The cooperative is owned  
by tenant-stockholders who, through ownership of stock, shares or membership    
certificates in the corporation, receive proprietary leases or occupancy        
agreements conferring exclusive rights to occupy specific apartments or units.  
Generally, a tenant-stockholder of a cooperative makes a monthly payment to     
the cooperative representing that tenant-stockholder's pro rata share of the    
cooperative's payments for its loan, real property taxes, maintenance expenses  
and other capital or ordinary expenses. That monthly payment is in addition to  
any payments of principal and interest the tenant-stockholder makes on any      
loans to the tenant-stockholder secured by its shares in the cooperative. The   
cooperative will be directly responsible for building management and, in most   
cases, payment of real estate taxes and hazard and liability insurance. A       
cooperative's ability to meet debt service obligations on a multifamily loan,   
as well as all other operating expenses, will depend in large part on its       
receipt of maintenance payments from the tenant-stockholders, as well as any    
rental income from units the cooperative controls. Unanticipated expenditures   
may in some cases have to be paid by special assessments on the                 
tenant-stockholders. No more than 10% of the aggregate Trust Fund Assets for    
any series, as constituted at the time of the applicable cut-off date           
(measured by principal balance), will be comprised of multifamily loans.        

Mixed-Use Loans. The properties securing mixed-use loans will be    
improved by structures that have both residential and commercial units. No      
more than 10% of the aggregate Trust Fund Assets for any series, as             
constituted at the applicable cut-off date (measured by principal balance),     
will be comprised of mixed-use loans.                                           

Closed-End Second-Lien Loans. The mortgaged properties relating to  
closed-end second-lien loans will be Single Family Properties. The full amount  
of a closed-end second-lien loan is advanced at the inception of the loan and   
generally is repayable in equal (or substantially equal) installments designed  
to fully amortize the loan at its stated maturity. Except as provided in the    
related prospectus supplement, the original terms to stated maturity of         
closed-end second-lien loans will not exceed 360 months. With respect to        
certain circumstances, a borrower may choose an interest only payment option    
whereby the borrower pays only the amount of interest accrued on the loan       
during the billing cycle. An interest only payment option may be available for  
a specified period before the borrower must begin paying at least the minimum   
monthly payment of a specified percentage of the average outstanding balance    
of the loan.                                                                    

  Home Equity Line of Credit Loans. The mortgaged properties relating to
home equity line of credit loans will be Single Family Properties. As more      
fully described in the related prospectus supplement, interest on each home     
equity line of credit loan (excluding introductory rates offered from time to   
time during promotional periods) is computed and payable monthly on the         
average daily outstanding principal balance of the loan. Principal amounts on   
a home equity line of credit loan may be drawn down (up to a maximum amount     
specified in the related prospectus supplement) or repaid under each home       
equity line of credit loan from time to time, but may be subject to a minimum   
periodic payment. Except as provided in the related prospectus supplement, the  
Trust Fund Assets will not include any amounts borrowed under a home equity     
line of credit loan after the cut-off date. With respect to certain             
circumstances, a borrower may choose an interest only payment option whereby    
the borrower pays only the amount of interest accrued on the loan during the    
billing cycle. An interest only payment option may be available for a           
specified period before the borrower must begin paying at least the minimum     
monthly payment of a specified percentage of the average outstanding balance    
of the loan.                                                                    

    Lot Loans. These loans provide short-term financing for borrowers buying
a parcel of land that has been improved for residential use with the intention  
of building a home thereon. Each lot loan is secured by a parcel of land that   
has been improved for residential use, which generally means that it is         
legally accessible by street and utilities such as sewer, electricity and       
water have been brought to the parcel or are available in the street, but a     
dwelling has not yet been built thereon. Lot loans may include loans to         
finance the construction of a dwelling on such a parcel and construction loans  
which convert into permanent loans upon the completion of construction.         

Home Improvement Contracts. The Trust Fund Assets for a series of   
securities may consist, in whole or in part, of home improvement contracts      
originated by a home improvement contractor, a thrift or a commercial mortgage  
banker in the ordinary course of business. The home improvements securing the   
home improvement contracts may include, but are not limited to, replacement     
windows, house siding, new roofs, swimming pools, spas, kitchen and bathroom    
remodeling goods, solar heating panels and other exterior and interior          
renovations and general remodeling projects. The home improvement contracts     
will be secured by mortgages on Single Family Properties that are generally     
subordinate to other mortgages on the same Property. In general, the home       
improvement contracts                                                           

24  

S-3
262nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 262nd
will be fully amortizing and may have fixed interest rates or adjustable        
interest rates and may provide for other payment characteristics as described   
below and in the related prospectus supplement. The initial Loan-to-Value       
Ratio of a home improvement contract is computed in the manner described in     
the related prospectus supplement.                                              

Additional Information. Each prospectus supplement will contain     
information, as of the date of the prospectus supplement and to the extent      
then specifically known to the depositor, with respect to the mortgage loans    
contained in the related mortgage pool, including                               

o  the aggregate outstanding principal balance and the average      
     outstanding principal balance of the mortgage loans as of the first
     day of the month of issuance of the related series of securities or
    another date referred to in the related prospectus supplement as a
cut-off date,                                                 

    o  the type of property securing the mortgage loans (e.g., single family
       residences, individual units in condominium apartment buildings or in
   buildings owned by cooperatives, vacation and second homes, small
       multi-family properties or other real property or home improvements),

o  the original terms to maturity of the mortgage loans,            

o  the ranges of the principal balances of the mortgage loans,      

   o  the earliest origination date and latest maturity date of any of the
mortgage loans,                                               

o  the ranges of the Loan-to-Value Ratios or Combined Loan-to-Value 
Ratios (each as defined below), as applicable, of the loans at
origination,                                                  

 o  the Loan Rates or annual percentage rates ("APR") or range of Loan
Rates or APRs borne by the loans,                             

o  the maximum and minimum per annum mortgage rates and             

o  the geographical distribution of the mortgage loans.             

  If the depositor does not know specific information about the mortgage
loans at the time the related securities are initially offered, the related     
prospectus supplement will contain more general information of the type         
described above.                                                                

Unless otherwise specified in the related prospectus supplement, the
"Loan-to-Value Ratio" of a loan at any given time is a fraction, expressed as   
a percentage, the numerator of which is the original principal balance of the   
related loan and the denominator of which is the collateral value of the        
related Property.                                                               

Unless otherwise specified in the related prospectus supplement, the
"Combined Loan-to-Value Ratio" of a loan at any given time is the ratio,        
expressed as a percentage, of                                                   

(x) the sum of                                                      

    o  the original principal balance of the loan (or, in the case of a home
equity line of credit loan, the maximum amount available at   
origination), and                                             

  o  the outstanding principal balance at the date of origination of the
      loan of any senior loan(s) (or, in the case of any open-ended senior
      loan, the maximum available line of credit with respect to that loan
      at origination, regardless of any lesser amount actually outstanding
at the date of origination of the loan,                       

to                                                                  

(y) the collateral value of the related Property.                   

25  

S-3
263rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 263rd
The applicable prospectus supplement may specify how the collateral 
value of a Property will be calculated, but if it does not, the collateral      
value of a Property (other than with respect to certain loans the proceeds of   
which were used to refinance an existing loan), is the lesser of:               

o  the sales price for the property, and                            

o  the appraised value determined in an appraisal obtained by the   
originator at origination of the loan.                        

In the case of refinance loans, the collateral value of the related Property    
is generally the appraised value determined in an appraisal obtained at the     
time of refinancing.                                                            

 We can give no assurance that values of the mortgaged properties have
remained or will remain at their levels on the dates of origination of the      
related mortgage loans. If the residential real estate market were to           
experience an overall decline in property values so that the outstanding        
principal balances of the mortgage loans, and any primary or secondary          
financing on the Properties, in a particular mortgage pool become equal to or   
greater than the value of the mortgaged properties, the actual rates of         
delinquencies, foreclosures and losses could be higher than those now           
generally experienced in the mortgage lending industry. In addition, adverse    
economic conditions and other factors (which may or may not affect real         
property values) may affect the timely payment by mortgagors of scheduled       
payments of principal and interest on the mortgage loans and, accordingly, the  
actual rates of delinquencies, foreclosures and losses with respect to any      
mortgage pool. To the extent that the losses are not covered by subordination   
provisions or alternative arrangements, the losses will be borne, at least in   
part, by the holders of the securities of the related series.                   

The depositor will cause the mortgage loans comprising each mortgage
pool to be assigned to the trustee named in the related prospectus supplement   
for the benefit of the securityholders of the related series. The servicer      
named in the related prospectus supplement will service the mortgage loans      
pursuant to the pooling and servicing agreement, and will receive a fee for     
its services. See "Mortgage Loan Program" and "The Agreements."                 

The applicable prospectus supplement may provide for additional     
obligations of the depositor, but if it does not, the only obligations of the   
depositor with respect to a series of securities will be to obtain certain      
representations and warranties from the sellers and to assign to the trustee    
for the series of securities the depositor's rights with respect to the         
representations and warranties. See "The Agreements--Assignment of Trust Fund   
Assets." The obligations of the servicer with respect to the mortgage loans     
will consist principally of its contractual servicing obligations under the     
related pooling and servicing agreement (including its obligation to enforce    
the obligations of the sellers, as more fully described under "Mortgage Loan    
Program--Representations by Sellers; Repurchases" and its obligation to make    
cash advances upon delinquencies in payments on or with respect to the          
mortgage loans in the amounts described under "Description of the               
Securities--Advances." The obligations of the servicer to make advances may be  
subject to limitations, to the extent provided in this prospectus and in the    
related prospectus supplement. The servicer may also be a seller in which case  
a breach of its obligations in one capacity will not constitute a breach of     
its obligations in the other capacity.                                          

The mortgage loans will consist of mortgage loans, deeds of trust or
participations or other beneficial interests therein, secured by first liens    
on one- to four-family residential properties and, if so specified in the       
related prospectus supplement, may include cooperative apartment loans secured  
by security interests in shares issued by private, non-profit, cooperative      
housing corporations and in the related proprietary leases or occupancy         
agreements granting exclusive rights to occupy specific dwelling units in the   
cooperatives' buildings. In addition, Trust Fund Assets of the related trust    
fund may include mortgage participation certificates evidencing interests in    
mortgage loans. These loans may be conventional loans (i.e., loans that are     
not insured or guaranteed by any governmental agency) or loans insured by the   
FHA or partially guaranteed by the VA, as specified in the related prospectus   
supplement. The mortgaged properties relating to mortgage loans will consist    
of detached or semi-detached one-family dwelling units, two- to four-family     
dwelling units, townhouses, rowhouses, individual condominium units,            
individual units in planned unit developments and certain other dwelling        
units. The mortgaged properties may include vacation and second homes,          
investment properties and leasehold interests. In the case of leasehold         
interests, the applicable prospectus supplement may specify that the term of    
the leasehold may be less than five years beyond the scheduled maturity of the  
mortgage loan, but if it does not, the term of the leasehold will exceed the    
scheduled maturity of the mortgage loan by at least five years.                 

26  

S-3
264th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 264th
Agency Securities                                                               

  Government National Mortgage Association. Ginnie Mae is a wholly-owned
corporate instrumentality of the United States with the United States           
Department of Housing and Urban Development. Section 306(g) of Title II of the  
National Housing Act of 1934, as amended, authorizes Ginnie Mae to guarantee    
the timely payment of the principal of and interest on certificates that        
represent an interest in a pool of mortgage loans insured by the FHA under the  
National Housing Act of 1934 or Title V of the Housing Act of 1949, or          
partially guaranteed by the VA under the Servicemen's Readjustment Act of       
1944, as amended, or Chapter 37 of Title 38, United States Code.                

 Section 306(g) of the National Housing Act of 1934 provides that "the
full faith and credit of the United States is pledged to the payment of all     
amounts which may be required to be paid under any guaranty under this          
subsection." In order to meet its obligations under that guaranty, Ginnie Mae   
may, under Section 306(d) of the National Housing Act of 1934, borrow from the  
United States Treasury in an unlimited amount which is at any time sufficient   
to enable Ginnie Mae to perform its obligations under its guarantee.            

Ginnie Mae Certificates. Each Ginnie Mae certificate held in a trust
fund will be a "fully modified pass-through" mortgage backed certificate        
issued and serviced by a Ginnie Mae issuer approved by Ginnie Mae or by Fannie  
Mae as a seller-servicer of FHA loans or VA loans. The Ginnie Mae certificates  
may be issued under either the Ginnie Mae I program or the Ginnie Mae II        
program. The mortgage loans underlying the Ginnie Mae certificates will         
consist of FHA loans or VA loans. Each mortgage loan is secured by a one- to    
four-family or multifamily residential property. Ginnie Mae will approve the    
issuance of each Ginnie Mae certificate in accordance with a guaranty           
agreement between Ginnie Mae and the Ginnie Mae issuer. Pursuant to its         
guaranty agreement, a Ginnie Mae issuer will be required to advance its own     
funds in order to make timely payments of all amounts due on each Ginnie Mae    
certificate if the payments received by the Ginnie Mae issuer on the FHA loans  
or VA loans underlying each Ginnie Mae certificate are less than the amounts    
due on each Ginnie Mae certificate.                                             

   The full and timely payment of principal of and interest on each Ginnie
Mae certificate will be guaranteed by Ginnie Mae, which obligation is backed    
by the full faith and credit of the United States. Each Ginnie Mae certificate  
will have an original maturity of not more than 30 years (but may have          
original maturities of substantially less than 30 years). Each Ginnie Mae       
certificate will be based on and backed by a pool of FHA loans or VA loans      
secured by one to four-family residential properties and will provide for the   
payment by or on behalf of the Ginnie Mae issuer to the registered holder of    
the Ginnie Mae certificate of scheduled monthly payments of principal and       
interest equal to the registered holder's proportionate interest in the         
aggregate amount of the monthly principal and interest payment on each FHA      
loan or VA loan underlying the Ginnie Mae certificate, less the applicable      
servicing and guaranty fee, which together equal the difference between the     
interest on the FHA loan or VA loan and the pass-through rate on the Ginnie     
Mae certificate. In addition, each payment will include proportionate           
pass-through payments of any prepayments of principal on the FHA loans or VA    
loans underlying the Ginnie Mae certificate and liquidation proceeds upon a     
foreclosure or other disposition of the FHA loans or VA loans.                  

 If a Ginnie Mae issuer is unable to make the payments on a Ginnie Mae
certificate as it becomes due, it must promptly notify Ginnie Mae and request   
Ginnie Mae to make the payment. Upon notification and request, Ginnie Mae will  
make the payments directly to the registered holder of the Ginnie Mae           
certificate. If no payment is made by a Ginnie Mae issuer and the Ginnie Mae    
issuer fails to notify and request Ginnie Mae to make the payment, the holder   
of the Ginnie Mae certificate will have recourse only against Ginnie Mae to     
obtain the payment. The trustee or its nominee, as registered holder of the     
Ginnie Mae certificates held in a trust fund, will have the right to proceed    
directly against Ginnie Mae under the terms of the guaranty agreements          
relating to the Ginnie Mae certificates for any amounts that are not paid when  
due.                                                                            

    All mortgage loans underlying a particular Ginnie Mae I certificate must
have the same interest rate over the term of the loan, except in pools of       
mortgage loans secured by manufactured homes. The interest rate on the Ginnie   
Mae I certificate will equal the interest rate on the mortgage loans included   
in the pool of mortgage loans underlying the Ginnie Mae I certificate, less     
one-half percentage point per annum of the unpaid principal balance of the      
mortgage loans.                                                                 

Mortgage loans underlying a particular Ginnie Mae II certificate may
have per annum interest rates that vary from each other by up to one            
percentage point. The interest rate on each Ginnie Mae II certificate will be   
between one half percentage point and one and one-half percentage points lower  
than the highest interest rate on the                                           

27  

S-3
265th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 265th
mortgage loans included in the pool of mortgage loans underlying the Ginnie     
Mae II certificate, except for pools of mortgage loans secured by manufactured  
homes.                                                                          

    Regular monthly installment payments on each Ginnie Mae certificate held
in a trust fund will be comprised of interest due as specified on the Ginnie    
Mae certificate plus the scheduled principal payments on the FHA loans or VA    
loans underlying the Ginnie Mae certificate due on the first day of the month   
in which the scheduled monthly installments on the Ginnie Mae certificate are   
due. The regular monthly installments on each Ginnie Mae certificate are        
required to be paid to the trustee as registered holder by the 15th day of      
each month in the case of a Ginnie Mae I certificate and are required to be     
mailed to the trustee by the 20th day of each month in the case of a Ginnie     
Mae II certificate. Any principal prepayments on any FHA loans or VA loans      
underlying a Ginnie Mae certificate held in a trust fund or any other early     
recovery of principal on the loans will be passed through to the trustee as     
the registered holder of the Ginnie Mae certificate.                            

Ginnie Mae certificates may be backed by graduated payment mortgage 
loans or by buydown loans for which funds will have been provided (and          
deposited into escrow accounts) for application to the payment of a portion of  
the borrowers' monthly payments during the early years of the mortgage loan.    
Payments due the registered holders of Ginnie Mae certificates backed by pools  
containing buydown loans will be computed in the same manner as payments        
derived from other Ginnie Mae certificates and will include amounts to be       
collected from both the borrower and the related escrow account. The graduated  
payment mortgage loans will provide for graduated interest payments that,       
during the early years of the mortgage loans, will be less than the amount of   
stated interest on the mortgage loans. The interest not so paid will be added   
to the principal of the graduated payment mortgage loans and, together with     
interest on them, will be paid in subsequent years. The obligations of Ginnie   
Mae and of a Ginnie Mae issuer will be the same irrespective of whether the     
Ginnie Mae certificates are backed by graduated payment mortgage loans or       
buydown loans. No statistics comparable to the FHA's prepayment experience on   
level payment, non-buydown mortgage loans are available for graduated payment   
or buydown loans. Ginnie Mae certificates related to a series of securities     
may be held in book-entry form.                                                 

 The Ginnie Mae certificates included in a trust fund, and the related
underlying mortgage loans, may have characteristics and terms different from    
those described above. Any different characteristics and terms will be          
described in the related prospectus supplement.                                 

Federal Home Loan Mortgage Corporation. Freddie Mac is a corporate  
instrumentality of the United States created pursuant to Title III of the       
Emergency Home Finance Act of 1970, as amended. The common stock of Freddie     
Mac is owned by the Federal Home Loan Banks and its preferred stock is owned    
by stockholders of the Federal Home Loan Banks. Freddie Mac was established     
primarily to increase the availability of mortgage credit to finance urgently   
needed housing. It seeks to provide an enhanced degree of liquidity for         
residential mortgage investments primarily by assisting in the development of   
secondary markets for conventional mortgages. The principal activity of         
Freddie Mac currently consists of the purchase of first lien conventional       
mortgage loans or participation interests in mortgage loans and the sale of     
the mortgage loans or participations so purchased in the form of mortgage       
securities, primarily mortgage participation certificates issued and either     
guaranteed as to timely payment of interest or guaranteed as to timely payment  
of interest and ultimate payment of principal by Freddie Mac. Freddie Mac is    
confined to purchasing, so far as practicable, mortgage loans that it deems to  
be of the quality, type and class as to meet generally the purchase standards   
imposed by private institutional mortgage investors.                            

Freddie Mac Certificates. Each Freddie Mac certificate represents an
undivided interest in a pool of mortgage loans that may consist of first lien   
conventional loans, FHA loans or VA loans. Freddie Mac certificates are sold    
under the terms of a Mortgage Participation Certificate Agreement. A Freddie    
Mac certificate may be issued under either Freddie Mac's Cash Program or        
Guarantor Program.                                                              

  Mortgage loans underlying the Freddie Mac certificates held by a trust
fund will consist of mortgage loans with original terms to maturity of between  
10 and 40 years. Each mortgage loan must meet the applicable standards set      
forth in the Emergency Home Finance Act of 1970. A Freddie Mac certificate      
group may include whole loans, participation interests in whole loans and       
undivided interests in whole loans and participations comprising another        
Freddie Mac certificate group. Under the Guarantor Program, a Freddie Mac       
certificate group may include only whole loans or participation interests in    
whole loans.                                                                    

28  

S-3
266th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 266th
Freddie Mac guarantees to each registered holder of a Freddie Mac   
certificate the timely payment of interest on the underlying mortgage loans to  
the extent of the applicable certificate interest rate on the registered        
holder's pro rata share of the unpaid principal balance outstanding on the      
underlying mortgage loans in the Freddie Mac certificate group represented by   
the Freddie Mac certificate, regardless of whether received. Freddie Mac also   
guarantees to each registered holder of a Freddie Mac certificate collection    
by the holder of all principal on the underlying mortgage loans, without any    
offset or deduction, to the extent of the holder's pro rata share of it, but    
does not, except if and to the extent specified in the related prospectus       
supplement for a series of securities, guarantee the timely payment of          
scheduled principal. Under Freddie Mac's Gold PC Program, Freddie Mac           
guarantees the timely payment of principal based on the difference between the  
pool factor published in the month preceding the month of distribution and the  
pool factor published in the month of distribution. Pursuant to its             
guaranties, Freddie Mac indemnifies holders of Freddie Mac certificates         
against any diminution in principal from charges for property repairs,          
maintenance and foreclosure. Freddie Mac may remit the amount due on account    
of its guaranty of collection of principal at any time after default on an      
underlying mortgage loan, but not later than 30 days following foreclosure      
sale, 30 days following payment of the claim by any mortgage insurer or 30      
days following the expiration of any right of redemption, whichever occurs      
later, but in any event no later than one year after demand has been made upon  
the mortgagor for accelerated payment of principal. In taking actions           
regarding the collection of principal after default on the mortgage loans       
underlying Freddie Mac certificates, including the timing of demand for         
acceleration, Freddie Mac reserves the right to exercise its judgment with      
respect to the mortgage loans in the same manner as for mortgage loans that it  
has purchased but not sold. The length of time necessary for Freddie Mac to     
determine that a mortgage loan should be accelerated varies with the            
particular circumstances of each mortgagor, and Freddie Mac has not adopted     
standards which require that the demand be made within any specified period.    

  Freddie Mac certificates are not guaranteed by the United States or by
any Federal Home Loan Bank and do not constitute debts or obligations of the    
United States or any Federal Home Loan Bank. The obligations of Freddie Mac     
under its guaranty are obligations solely of Freddie Mac and are not backed     
by, or entitled to, the full faith and credit of the United States. If Freddie  
Mac were unable to satisfy its obligations, distributions to holders of         
Freddie Mac certificates would consist solely of payments and other recoveries  
on the underlying mortgage loans and, accordingly, monthly distributions to     
holders of Freddie Mac certificates would be affected by delinquent payments    
and defaults on the mortgage loans.                                             

  Registered holders of Freddie Mac certificates are entitled to receive
their monthly pro rata share of all principal payments on the underlying        
mortgage loans received by Freddie Mac, including any scheduled principal       
payments, full and partial prepayments of principal and principal received by   
Freddie Mac by virtue of condemnation, insurance, liquidation or foreclosure,   
and repurchases of the mortgage loans by Freddie Mac or their seller. Freddie   
Mac is required to remit each registered Freddie Mac securityholder's pro rata  
share of principal payments on the underlying mortgage loans, interest at the   
Freddie Mac pass-through rate and any other sums such as prepayment charges,    
within 60 days of the date on which the payments are deemed to have been        
received by Freddie Mac.                                                        

  Under Freddie Mac's Cash Program, there is no limitation on the amount
by which interest rates on the mortgage loans underlying a Freddie Mac          
certificate may exceed the pass-through rate on the Freddie Mac certificate.    
Under that program, Freddie Mac purchases groups of whole mortgage loans from   
sellers at specified percentages of their unpaid principal balances, adjusted   
for accrued or prepaid interest, which when applied to the interest rate of     
the mortgage loans and participations purchased results in the yield required   
by Freddie Mac. The required yield, which includes a minimum servicing fee      
retained by the servicer, is calculated using the outstanding principal         
balance. The range of interest rates on the mortgage loans and participations   
in a Freddie Mac certificate group under the Cash Program will vary since       
mortgage loans and participations are purchased and assigned to a Freddie Mac   
certificate group based upon their yield to Freddie Mac rather than on the      
interest rate on the underlying mortgage loans. Under Freddie Mac's Guarantor   
Program, the pass-through rate on a Freddie Mac certificate is established      
based upon the lowest interest rate on the underlying mortgage loans, minus a   
minimum servicing fee and the amount of Freddie Mac's management and guaranty   
income as agreed upon between the seller and Freddie Mac.                       

    Freddie Mac certificates duly presented for registration of ownership on
or before the last business day of a month are registered effective as of the   
first day of the month. The first remittance to a registered holder of a        
Freddie Mac certificate will be distributed so as to be received normally by    
the 15th day of the second month following the                                  

29  

S-3
267th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 267th
month in which the purchaser became a registered holder of the Freddie Mac      
certificate. Thereafter, the remittance will be distributed monthly to the      
registered holder so as to be received normally by the 15th day of each month.  
The Federal Reserve Bank of New York maintains book-entry accounts for Freddie  
Mac certificates sold by Freddie Mac on or after January 2, 1985, and makes     
payments of principal and interest each month to their registered holders in    
accordance with the holders' instructions.                                      

Federal National Mortgage Association. Fannie Mae is a federally    
chartered and privately owned corporation organized and existing under the      
Federal National Mortgage Association Charter Act, as amended. Fannie Mae was   
originally established in 1938 as a United States government agency to provide  
supplemental liquidity to the mortgage market and was transformed into a        
stockholder owned and privately-managed corporation by legislation enacted in   
1968.                                                                           

    Fannie Mae provides funds to the mortgage market primarily by purchasing
mortgage loans from lenders, thereby replenishing their funds for additional    
lending. Fannie Mae acquires funds to purchase mortgage loans from many         
capital market investors that may not ordinarily invest in mortgages, thereby   
expanding the total amount of funds available for housing. Operating            
nationwide, Fannie Mae helps to redistribute mortgage funds from                
capital-surplus to capital-short areas.                                         

Fannie Mae Certificates. These are guaranteed mortgage pass-through 
certificates issued and guaranteed as to timely payment of principal and        
interest by Fannie Mae representing fractional undivided interests in a pool    
of mortgage loans formed by Fannie Mae. Each mortgage loan must meet the        
applicable standards of the Fannie Mae purchase program. Mortgage loans         
comprising a pool are either provided by Fannie Mae from its own portfolio or   
purchased pursuant to the criteria of the Fannie Mae purchase program.          

  Mortgage loans underlying Fannie Mae certificates held by a trust fund
will consist of conventional mortgage loans, FHA loans or VA loans. Original    
maturities of substantially all of the conventional, level payment mortgage     
loans underlying a Fannie Mae certificate are expected to be between either 8   
to 15 years or 20 to 40 years. The original maturities of substantially all of  
the fixed rate, level payment FHA loans or VA loans are expected to be 30       
years. Mortgage loans underlying a Fannie Mae certificate may have annual       
interest rates that vary by as much as two percentage points from each other.   
The rate of interest payable on a Fannie Mae certificate is equal to the        
lowest interest rate of any mortgage loan in the related pool, less a           
specified minimum annual percentage representing servicing compensation and     
Fannie Mae's guaranty fee. Under a regular servicing option, the annual         
interest rates on the mortgage loans underlying a Fannie Mae certificate will   
be between 50 basis points and 250 basis points greater than is its annual      
pass through rate. Under this option the mortgagee or each other servicer       
assumes the entire risk of foreclosure losses. Under a special servicing        
option, the annual interest rates on the mortgage loans underlying a Fannie     
Mae certificate will generally be between 55 basis points and 255 basis points  
greater than the annual Fannie Mae certificate pass-through rate. Under this    
option Fannie Mae assumes the entire risk for foreclosure losses. If specified  
in the related prospectus supplement, Fannie Mae certificates may be backed by  
adjustable rate mortgages.                                                      

Fannie Mae guarantees to each registered holder of a Fannie Mae     
certificate that it will distribute amounts representing the holder's           
proportionate share of scheduled principal and interest payments at the         
applicable pass through rate provided for by the Fannie Mae certificate on the  
underlying mortgage loans, regardless of whether received, and the holder's     
proportionate share of the full principal amount of any foreclosed or other     
finally liquidated mortgage loan, regardless of whether the principal amount    
is actually recovered. The obligations of Fannie Mae under its guaranties are   
obligations solely of Fannie Mae and are not backed by, or entitled to, the     
full faith and credit of the United States. Although the Secretary of the       
Treasury of the United States has discretionary authority to lend Fannie Mae    
up to $2.25 billion outstanding at any time, neither the United States nor any  
of its agencies is obligated to finance Fannie Mae's operations or to assist    
Fannie Mae in any other manner. If Fannie Mae were unable to satisfy its        
obligations, distributions to holders of Fannie Mae certificates would consist  
solely of payments and other recoveries on the underlying mortgage loans and,   
accordingly, monthly distributions to holders of Fannie Mae certificates would  
be affected by delinquent payments and defaults on the mortgage loans.          

   Except for Fannie Mae certificates backed by pools containing graduated
payment mortgage loans or mortgage loans secured by multifamily projects,       
Fannie Mae certificates evidencing interests in pools of mortgage loans formed  
on or after May 1, 1985 are available in book-entry form only. Distributions    
of principal and interest on each Fannie Mae certificate will be made by        
Fannie Mae on the 25th day of each month to the persons in whose                

30  

S-3
268th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 268th
name the Fannie Mae certificate is entered in the books of the Federal Reserve  
Banks or registered on the Fannie Mae certificate register as of the close of   
business on the last day of the preceding month. Distributions on Fannie Mae    
certificates issued in book-entry form will be made by wire. Distributions on   
fully registered Fannie Mae certificates will be made by check.                 

 The Fannie Mae certificates included in a trust fund, and the related
underlying mortgage loans, may have characteristics and terms different from    
those described above. Any different characteristics and terms will be          
described in the related prospectus supplement.                                 

 Stripped Mortgage-Backed Securities. Agency Securities may consist of
one or more stripped mortgage-backed securities, each as described in this      
prospectus and in the related prospectus supplement. Each Agency Security will  
represent an undivided interest in all or part of either the principal          
distributions (but not the interest distributions) or the interest              
distributions (but not the principal distributions), or in some specified       
portion of the principal and interest distributions (but not all the            
distributions) on certain Freddie Mac, Fannie Mae or Ginnie Mae certificates.   
The underlying securities will be held under a trust agreement by Freddie Mac,  
Fannie Mae or Ginnie Mae, each as trustee, or by another trustee named in the   
related prospectus supplement. The applicable prospectus supplement may         
specify that Freddie Mac, Fannie Mae or Ginnie Mae will not guarantee each      
stripped Agency Security to the same extent it guarantees the underlying        
securities backing the stripped Agency Security, but if it does not, then       
Freddie Mac, Fannie Mae or Ginnie Mae will guarantee each stripped Agency       
Security to the same extent it guarantees the underlying securities backing     
the stripped Agency Security.                                                   

Other Agency Securities. If specified in the related prospectus     
supplement, a trust fund may include other mortgage pass-through certificates   
issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac. The              
characteristics of those mortgage pass-through certificates will be described   
in the prospectus supplement. If so specified, a combination of different       
types of Agency Securities may be held in a trust fund.                         

Private Mortgage-Backed Securities                                              

   Private Mortgage-Backed Securities may consist of mortgage pass-through
certificates or participation certificates evidencing an undivided interest in  
a pool of mortgage loans or collateralized mortgage obligations secured by      
mortgage loans. Private Mortgage-Backed Securities may include stripped         
mortgage-backed securities representing an undivided interest in all or a part  
of either the principal distributions (but not the interest distributions) or   
the interest distributions (but not the principal distributions) or in some     
specified portion of the principal and interest distributions (but not all the  
distributions) on certain mortgage loans. Private Mortgage-Backed Securities    
will have been issued pursuant to a pooling and servicing agreement, an         
indenture or similar agreement. The applicable prospectus supplement may        
provide that the seller/servicer of the underlying mortgage loans will not      
have entered into a pooling and servicing agreement with a private trustee,     
but if it does not, the seller/servicer of the underlying mortgage loans will   
have entered into the pooling and servicing agreement with a private trustee.   
The private trustee or its agent, or a custodian, will possess the mortgage     
loans underlying the Private Mortgage-Backed Security. Mortgage loans           
underlying a Private Mortgage-Backed Security will be serviced by a private     
servicer directly or by one or more subservicers who may be subject to the      
supervision of the private servicer.                                            

    The issuer of the Private Mortgage-Backed Securities will be a financial
institution or other entity engaged generally in the business of mortgage       
lending, a public agency or instrumentality of a state, local or federal        
government, or a limited purpose corporation organized for the purpose of,      
among other things, establishing trusts and acquiring and selling residential   
mortgage loans to the trusts and selling beneficial interests in the trusts.    
If so specified in the related prospectus supplement, the issuer of Private     
Mortgage-Backed Securities may be an affiliate of the depositor. The            
obligations of the issuer of Private Mortgage-Backed Securities will generally  
be limited to certain representations and warranties with respect to the        
assets conveyed by it to the related trust fund. The issuer of Private          
Mortgage-Backed Securities will not have guaranteed any of the assets conveyed  
to the related trust fund or any of the Private Mortgage-Backed Securities      
issued under the pooling and servicing agreement. Additionally, although the    
mortgage loans underlying the Private Mortgage-Backed Securities may be         
guaranteed by an agency or instrumentality of the United States, the Private    
Mortgage-Backed Securities themselves will not be so guaranteed.                

Distributions of principal and interest will be made on the Private 
Mortgage-Backed Securities on the dates specified in the related prospectus     
supplement. The Private Mortgage-Backed Securities may be entitled to receive   
nominal or no principal distributions or nominal or no interest distributions.  
Principal and interest distributions will                                       

31  

S-3
269th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 269th
be made on the Private Mortgage-Backed Securities by the private trustee or     
the private servicer. The issuer of Private Mortgage-Backed Securities or the   
private servicer may have the right to repurchase assets underlying the         
Private Mortgage-Backed Securities after a certain date or under other          
circumstances specified in the related prospectus supplement.                   

    The mortgage loans underlying the Private Mortgage-Backed Securities may
consist of fixed rate, level payment, fully amortizing loans or graduated       
payment mortgage loans, buydown loans, adjustable rate mortgage loans or loans  
having balloon or other special payment features. The mortgage loans may be     
secured by first and/or subordinate liens on single family property or          
residential lot or by an assignment of the proprietary lease or occupancy       
agreement relating to a specific dwelling within a cooperative and the related  
shares issued by the cooperative or small multifamily residential properties,   
such as rental apartment buildings or projects containing five to fifty         
residential units, or by closed-end and/or revolving home equity loans,         
secured in whole or in part by first and/or subordinate liens on one- to        
four-family residential properties.                                             

    The prospectus supplement for a series for which the trust fund includes
Private Mortgage-Backed Securities will specify                                 

 o  the aggregate approximate principal amount and type of the Private
Mortgage-Backed Securities to be included in the trust fund;  

o  certain characteristics of the mortgage loans that comprise the  
underlying assets for the Private Mortgage-Backed Securities  
including                                                     

o  the payment features of the mortgage loans,                

o  the approximate aggregate principal balance, if known, of  
         underlying mortgage loans insured or guaranteed by a governmental
entity,                                                 

     o  the servicing fee or range of servicing fees with respect to the
mortgage loans and                                      

o  the minimum and maximum stated maturities of the underlying
mortgage loans at origination;                          

o  the maximum original term-to-stated maturity of the Private      
Mortgage-Backed Securities;                                   

o  the weighted average term-to stated maturity of the Private      
Mortgage-Backed Securities;                                   

  o  the pass-through or certificate rate of the Private Mortgage-Backed
Securities;                                                   

   o  the weighted average pass-through or certificate rate of the Private
Mortgage-Backed Securities;                                   

o  the issuer of Private Mortgage-Backed Securities, the private    
servicer (if other than the issuer of Private Mortgage-Backed 
     Securities) and the private trustee for the Private Mortgage-Backed
Securities;                                                   

o  certain characteristics of credit support, if any, the as reserve
funds, insurance policies, surety bonds, letters of credit or 
  guaranties relating to the mortgage loans underlying the Private
Mortgage-Backed Securities or to the Private Mortgage-Backed  
Securities themselves;                                        

o  the terms on which the underlying mortgage loans for the Private 
  Mortgage-Backed Securities may, or are required to, be purchased
    before their stated maturity or the stated maturity of the Private
Mortgage-Backed Securities;                                   

o  the terms on which mortgage loans may be substituted for those   
   originally underlying the Private Mortgage-Backed Securities; and

32  

S-3
270th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 270th
    o  as appropriate, shall indicate whether the information required to be
       presented with respect to the Private Mortgage-Backed Securities as a
      "significant obligor" is either incorporated by referenced, provided
     directly by the issuer or provided by reference to the Exchange Act
filing of another entity.                                     

Private Mortgage-Backed Securities included in the trust fund for a 
series of certificates that were issued by an issuer of Private                 
Mortgage-Backed Securities that is not affiliated with the depositor must be    
acquired in bona fide secondary market transactions or either have been         
previously registered under the Securities Act of 1933, as amended (the         
"Securities Act") or have been held for at least the holding period required    
to be eligible for sale under Rule 144(k) under the Securities Act.             

Substitution of Trust Fund Assets                                               

Substitution of Trust Fund Assets will be permitted upon breaches of
representations and warranties with respect to any original Mortgage Asset or   
if the trustee determines that the documentation with respect to any Mortgage   
Asset is incomplete. See "Loan Program--Representations by Sellers;             
Repurchases." The period during which the substitution will be permitted        
generally will be indicated in the related prospectus supplement. The related   
prospectus supplement will describe any other conditions upon which Trust Fund  
Assets may be substituted for Trust Fund Assets initially included in the       
trust fund.                                                                     

Available Information                                                           

   The depositor has filed with the SEC a Registration Statement under the
Securities Act covering the securities. This prospectus, which forms a part of  
the Registration Statement, and the prospectus supplement relating to each      
series of securities contain summaries of the material terms of the documents   
referred to in this prospectus and in the prospectus supplement, but do not     
contain all of the information in the Registration Statement pursuant to the    
rules and regulations of the SEC. For further information, reference is made    
to the Registration Statement and its exhibits. The Registration Statement and  
exhibits can be inspected and copied at prescribed rates at the public          
reference facilities maintained by the SEC at its Public Reference Room at 100  
F Street, N.E., Washington, DC 20549. You may obtain information on the         
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.    
The SEC maintains an Internet Web site that contains reports and information    
statements, and other information regarding the registrants that file           
electronically with the SEC, including the depositor. The address of that       
Internet Web site is http://www.sec.gov. The depositor's SEC Securities Act     
file number is 333-[ ].                                                         

This prospectus and any applicable prospectus supplement do not     
constitute an offer to sell or a solicitation of an offer to buy any            
securities other than the securities offered by this prospectus and the         
prospectus supplement nor an offer of the securities to any person in any       
state or other jurisdiction in which the offer would be unlawful.               

Incorporation of Certain Documents by Reference;  Reports Filed with the SEC    

  All documents filed for the trust fund referred to in the accompanying
prospectus supplement after the date of this prospectus and before the end of   
the related offering with the SEC pursuant to Section 13(a), 13(c), 14 or       
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")   
are incorporated by reference in this prospectus and are a part of this         
prospectus from the date of their filing. Any statement contained in a          
document incorporated by reference in this prospectus is modified or            
superseded for all purposes of this prospectus to the extent that a statement   
contained in this prospectus (or in the accompanying prospectus supplement) or  
in any other subsequently filed document that also is incorporated by           
reference differs from that statement. Any statement so modified or superseded  
shall not, except as so modified or superseded, constitute a part of this       
prospectus.                                                                     

The depositor or servicer on behalf of the trust fund of the related
series will file the reports required under the Securities Act and under        
Section 13(a), 13(c) 14 or 15(d) of the Exchange Act. These reports include     
(but are not limited to):                                                       

o     Reports on Form 8-K (Current Report), following the issuance of the       
    series of securities of the related trust fund, including as Exhibits to
the Form 8-K (1) the agreements or other documents specified in the 
related prospectus supplement, if applicable, (2) the Detailed      
Description, if applicable, regarding the related Trust             

33  

S-3
271st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 271st
    Fund Assets and (3) the opinions related to the tax consequences and the
     legality of the series being issued required to be filed under applicable
securities laws;                                                    

o     Reports on Form 8-K (Current Report), following the occurrence of events  
specified in Form 8-K requiring disclosure, which are required to be
    filed within the time-frame specified in Form 8-K related to the type of
event;                                                              

o     Reports on Form 10-D (Asset-Backed Issuer Distribution Report),           
    containing the distribution and pool performance information required on
Form 10-D, which are required to be filed 15 days following the     
 distribution date specified in the related prospectus supplement; and

o     Report on Form 10-K (Annual Report), containing the items specified in    
Form 10-K with respect to a fiscal year and filing or furnishing, as
appropriate, the required exhibits.                                 

   Neither the depositor nor the servicer intends to file with the SEC any
reports required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act    
with respect to a trust fund following completion of the reporting period       
required by Rule 15d-1 or Regulation 15D under the Securities Exchange Act of   
1934. Unless specifically stated in the report, the reports and any             
information included in the report will neither be examined nor reported on by  
an independent public accountant. Each trust fund formed by the depositor will  
have a separate file number assigned by the SEC, which unless otherwise         
specified in the related prospectus supplement is not available until filing    
of the final prospectus supplement related to the series. Reports filed with    
respect to a trust fund with the SEC after the final prospectus supplement is   
filed will be available under trust fund's specific number, which will be a     
series number assigned to the file number of the depositor shown above.         

  The trustee on behalf of any trust fund will provide without charge to
each person to whom this prospectus is delivered, on the person's written or    
oral request, a copy of any or all of the documents referred to above that      
have been or may be incorporated by reference in this prospectus (not           
including exhibits to the information that is incorporated by reference unless  
the exhibits are specifically incorporated by reference into the information    
that this prospectus incorporates) and any reports filed with the SEC.          
Requests should be directed to the corporate trust office of the trustee        
specified in the accompanying prospectus supplement.                            

Reports to Securityholders                                                      

    The distribution and pool performance reports filed on Form 10-D will be
forwarded to each securityholder as specified in the related prospectus         
supplement. See "Description of the Securities--Reports to Securityholders."    
All other reports filed with the SEC concerning the trust fund will be          
forwarded to securityholders free of charge upon written request to the         
trustee on behalf of any trust fund, but will not be made available through a   
website of the depositor, the servicer or any other party as these reports and  
exhibits can be inspected and copied at prescribed rates at the public          
reference facilities maintained by the SEC and can also viewed electronically   
at the internet Web site of the SEC shown above under "--Available              
Information."                                                                   

  The applicable prospectus supplement may specify different items to be
reported, but if it does not, before or concurrently with each distribution on  
a distribution date the servicer or the trustee will furnish to each            
securityholder of record of the related series a statement setting forth, to    
the extent applicable to the series of securities, among other things:          

o  the amount of the distribution allocable to principal, separately
       identifying the aggregate amount of any principal prepayments and, if
so specified in the related prospectus supplement, prepayment 
charges;                                                      

o  the amount of the distribution allocable to interest;            

o  the amount of any advance;                                       

34  

S-3
272nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 272nd
o  the aggregate amount otherwise allocable to the subordinated     
   securityholders on the distribution date and the aggregate amount
  withdrawn from the reserve fund, if any, that is included in the
amounts distributed to the securityholders;                   

 o  the Class Security Balance or notional amount of each class of the
     related series after giving effect to the distribution of principal
on the distribution date;                                     

o  the percentage of principal payments on the Trust Fund Assets    
       (excluding prepayments), if any, which each class will be entitled to
receive on the following distribution date;                   

o  the percentage of principal prepayments with respect to the Trust
      Fund Assets, if any, which each class will be entitled to receive on
the following distribution date;                              

o  the related amount of the servicing compensation retained or     
     withdrawn from the Security Account by the servicer, and the amount
of additional servicing compensation received by the servicer 
  attributable to penalties, fees, excess liquidation proceeds and
other similar charges and items;                              

o  the number and aggregate principal balances of mortgage loans (A)
       delinquent (exclusive of mortgage loans in foreclosure) 1 to 30 days,
31 to 60 days, 61 to 90 days and 91 or more days and (B) in   
       foreclosure and delinquent 1 to 30 days, 31 to 60 days, 61 to 90 days
     and 91 or more days, as of the close of business on the last day of
the calendar month preceding the distribution date;           

o  the book value of any real estate acquired through foreclosure or
grant of a deed in lieu of foreclosure;                       

o  the pass-through rate, if adjusted from the date of the last     
statement, of a class expected to be applicable to the next   
distribution to the class;                                    

   o  if applicable, the amount remaining in the reserve fund at the close
of business on the distribution date;                         

    o  the pass-through rate as of the day before the preceding distribution
date; and                                                     

    o  any amounts remaining under letters of credit, pool policies or other
forms of credit enhancement.                                  

Where applicable, any amount set forth above may be expressed as a  
dollar amount per single certificate of the relevant class having the           
percentage interest specified in the related prospectus supplement. The report  
to securityholders for any series of securities may include additional or       
other information of a similar nature to that specified above.                  

 In addition, within a reasonable period of time after the end of each
calendar year, the servicer or the trustee will mail to each securityholder of  
record at any time during the calendar year a report as to the aggregate of     
amounts reported pursuant to the first two items for the calendar year or, if   
the person was a securityholder of record during a portion of the calendar      
year, for the applicable portion of the year and other customary information    
deemed appropriate for securityholders to prepare their tax returns.            

Use of Proceeds 

The depositor will apply the net proceeds from the sale of the      
securities to the purchase of Trust Fund Assets or will be used by the          
depositor for general corporate purposes. The depositor expects to sell         
securities in series from time to time, but the timing and amount of            
securities offerings will depend on a number of factors, including the volume   
of Trust Fund Assets acquired by the depositor, prevailing interest rates,      
availability of funds and general market conditions.                            

The Depositor 

    IndyMac MBS, Inc., a Delaware corporation, was organized on July 9, 1999
for the limited purpose of acquiring, owning and transferring Trust Fund        
Assets and selling interests in them or bonds secured by them. The depositor    
is a limited purpose finance subsidiary of IndyMac Bank, F.S.B., a federal      
savings bank organized under                                                    

35  

S-3
273rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 273rd
the laws of the United States. The depositor maintains its principal office at  
155 North Lake Avenue, Pasadena, California 91101. Its telephone number is      
(800) 669-2300.                                                                 

The depositor's obligations after issuance of the securities include
delivery of the Trust Fund Assets and certain related documents and             
instruments, repurchasing Trust Fund Assets in the event of certain breaches    
of representations and warranties made by the depositor, providing tax-related  
information to the trustee and maintaining the trustee's first priority         
perfected security interest in the Trust Fund Assets.                           

   Neither the depositor nor any of the depositor's affiliates will insure
or guarantee distributions on the securities of any series.                     

Mortgage Loan Program 

The mortgage loans will have been purchased by the depositor, either
directly or through affiliates, from sellers. The discussion below under        
"Underwriting Process" contains a general description of underwriting           
standards that are applicable to most sellers. A description of the             
underwriting guidelines that are applied by the seller or sellers in a          
particular transaction will be set forth in the related prospectus supplement.  

Underwriting Standards                                                          

The applicable prospectus supplement may provide for the seller's   
representations and warranties relating to the mortgage loans, but if it does   
not, each seller will represent and warrant that all loans originated and/or    
sold by it to the depositor will have been underwritten in accordance with      
standards consistent with those utilized by mortgage lenders generally during   
the period of origination for similar types of loans. As to any loan insured    
by the FHA or partially guaranteed by the VA, the seller will represent that    
it has complied with the underwriting police of the FHA or the VA, as the case  
may be.                                                                         

Underwriting Process                                                            

Underwriting standards are applied by or on behalf of a lender to   
evaluate the borrower's credit standing and repayment ability, and the value    
and adequacy of the Property as collateral. Most lenders offer a number of      
different underwriting programs. Some programs place more emphasis on a         
borrower's credit standing and repayment ability while others emphasize the     
value and adequacy of the Property as collateral. The most comprehensive of     
the programs emphasize both.                                                    

In general, where a loan is subject to full underwriting review, a  
prospective borrower applying for a mortgage loan is required to fill out a     
detailed application designed to provide to the underwriting officer pertinent  
credit information. As part of the description of the borrower's financial      
condition, the borrower generally is required to provide a current list of      
assets and liabilities and a statement of income and expenses, as well as an    
authorization to apply for a credit report which summarizes the borrower's      
credit history with local merchants and lenders and any record of bankruptcy.   
In most cases, an employment verification is obtained from an independent       
source, typically the borrower's employer. The verification reports the length  
of employment with that organization, the borrower's current salary and         
whether it is expected that the borrower will continue employment in the        
future. If a prospective borrower is self-employed, the borrower may be         
required to submit copies of signed tax returns. The borrower may also be       
required to authorize verification of deposits at financial institutions where  
the borrower has demand or savings accounts.                                    

   In determining the adequacy of the Property as collateral, an appraisal
is made of each property considered for financing. Except as described in the   
applicable prospectus supplement, an appraiser is required to inspect the       
property and verify that it is in good repair and that construction, if new,    
has been completed. The appraisal is based on the market value of comparable    
homes, the estimated rental income (if considered applicable by the appraiser)  
and the cost of replacing the home.                                             

Once all applicable employment, credit and property information is  
received, a determination generally is made as to whether the prospective       
borrower has sufficient monthly income available to meet monthly housing        
expenses and other financial obligations and monthly living expenses and to     
meet the borrower's monthly obligations on the proposed mortgage loan           
(generally determined on the basis of the monthly payments due in the           

36  

S-3
274th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 274th
year of origination) and other expenses related to the Property such as         
property taxes and hazard insurance). The underwriting standards applied by     
sellers, particularly with respect to the level of loan documentation and the   
mortgagor's income and credit history, may be varied in appropriate cases       
where factors as low Loan-to-Value Ratios or other favorable credit factors     
exist.                                                                          

In the event a lender underwrites mortgage loans under programs less
restrictive than the one described above, a description of those programs will  
be set forth in the related prospectus supplement.                              

  Certain of the types of mortgage loans that may be included in a trust
fund may be recently developed and may involve additional uncertainties not     
present in traditional types of loans. For example, certain of the mortgage     
loans may provide for escalating or variable payments by the mortgagor. These   
types of mortgage loans are underwritten on the basis of a judgment that the    
mortgagors have the ability to make the monthly payments required initially.    
In some instances, however, a mortgagor's income may not be sufficient to       
permit continued loan payments as the payments increase. These types of         
mortgage loans may also be underwritten primarily on the basis of               
Loan-to-Value Ratios or other favorable credit factors.                         

Qualifications of Sellers                                                       

  Each seller must be an institution experienced in originating mortgage
loans of the type contained in the related mortgage pool and must maintain      
satisfactory facilities to originate those mortgage loans.                      

Representations by Sellers; Repurchases                                         

   Each seller will have made representations and warranties in respect of
the mortgage loans sold by it and evidenced by a series of securities. The      
applicable prospectus supplement may specify the different representations and  
warranties, but if it does not, the representations and warranties will         
generally include, among other things:                                          

o  that a lender's policy of title insurance (or in the case of     
      mortgaged properties located in areas where title insurance policies
       are generally not available, an attorney's certificate of title) or a
commitment to issue the policy was effective on the date of   
       origination of each loan, other than cooperative loans, and that each
      policy (or certificate of title as applicable) remained in effect on
    the date of purchase of the mortgage loan from the seller by or on
behalf of the depositor;                                      

    o  that the seller had good title to each mortgage loan and the mortgage
  loan was subject to no valid offsets, defenses, counterclaims or
      rights of rescission except to the extent that any buydown agreement
    described in this prospectus may forgive certain indebtedness of a
mortgagor;                                                    

o  that each mortgage loan is secured by a valid first lien on, or a
 first perfected security interest with respect to, the Property
(subject only to permissible title insurance exceptions, if   
       applicable, and certain other exceptions described in the pooling and
servicing agreement) and that, to the seller's knowledge, the 
Property was free of material damage;                         

o  that there were no delinquent tax or assessment liens against the
Property; and                                                 

o  that each loan at the time it was originated and on the date of  
  transfer by the seller to the depositor complied in all material
respects with all applicable local, state and federal laws.   

 As to any mortgage loan insured by the FHA or partially guaranteed by
the VA, the seller will represent that it has complied with underwriting        
policies of the FHA or the VA, as the case may be.                              

As indicated in the related pooling and servicing agreement, the    
representations and warranties of a seller in respect of a mortgage loan will   
be made as of the date of initial issuance of the series of securities, the     
related cut-off date, the date on which the seller sold the mortgage loan to    
the depositor or one of its affiliates, or the date of origination of the       
related mortgage loan, as the case may be. If representations and warranties    
are made as of a date other than the closing date or cut-off date, a            
substantial period of time may have elapsed between the other date and the      
date of initial issuance of the series of securities evidencing an interest in  
the mortgage loan. Because the representations and warranties of a seller do    
not address events that may occur following the sale of a mortgage loan         

37  

S-3
275th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 275th
by the seller or following the origination of the mortgage loan, as the case    
may be, its repurchase obligation will not arise if the relevant event that     
would otherwise have given rise to a repurchase obligation with respect to a    
mortgage loan occurs after the date of sale of the mortgage loan by the seller  
to the depositor or its affiliates or after the origination of the mortgage     
loan, as the case may be. In addition, certain representations, including the   
condition of the related Property, will be limited to the extent the seller     
has knowledge and the seller will be under no obligation to investigate the     
substance of the representation. However, the depositor will not include any    
mortgage loan in the trust fund for any series of securities if anything has    
come to the depositor's attention that would cause it to believe that the       
representations and warranties of a seller will not be accurate and complete    
in all material respects in respect of the mortgage loan as of the date of      
initial issuance of the related series of securities. If the servicer is also   
a seller of mortgage loans with respect to a particular series, the             
representations will be in addition to the representations and warranties made  
by the servicer in its capacity as the servicer.                                

The trustee, if the servicer is the seller, or the servicer will    
promptly notify the relevant seller of any breach of any representation or      
warranty made by it in respect of a mortgage loan that materially and           
adversely affects the interests of the securityholders in the mortgage loan.    
The applicable prospectus supplement may specify that the seller has a          
different repurchase obligation, but if it does not, then if the seller cannot  
cure the breach within 90 days after notice from the servicer or the trustee,   
as the case may be, then the seller will be obligated to either                 

   o  repurchase the mortgage loan from the trust fund at a price equal to
     100% of the outstanding principal balance of the mortgage as of the
     date of the repurchase plus accrued interest on it to the first day
      of the month in which the purchase price is to be distributed at the
    mortgage rate, less any unreimbursed advances or amount payable as
   related servicing compensation if the seller is the servicer with
respect to the mortgage loan or                               

o  substitute for the loan a replacement loan that satisfies the    
criteria specified in the related prospectus supplement.      

If an election is to be made to treat a trust fund or designated    
portions of it as a "real estate mortgage investment conduit" as defined in     
the Internal Revenue Code of 1986, as amended (the "Code"), the servicer or a   
holder of the related residual certificate will be obligated to pay any         
prohibited transaction tax that may arise in connection with any repurchase or  
substitution and the trustee must have received a satisfactory opinion of       
counsel that the repurchase or substitution will not cause the trust fund to    
lose its status as a REMIC or otherwise subject the trust fund to a prohibited  
transaction tax. The applicable prospectus supplement may contain different     
reimbursement options, but if it does not, the servicer will be entitled to     
reimbursement for that payment from the assets of the related trust fund or     
from any holder of the related residual certificate. See "Description of the    
Securities-- General" and in the related prospectus supplement. Except in       
those cases in which the servicer is the seller, the servicer will be required  
under the applicable pooling and servicing agreement to enforce this            
obligation for the benefit of the trustee and the securityholders, following    
the practices it would employ in its good faith business judgment were it the   
owner of the mortgage loan. This repurchase obligation will constitute the      
sole remedy available to securityholders or the trustee for a breach of         
representation by a seller.                                                     

Neither the depositor nor the servicer (unless the servicer is the  
seller) will be obligated to purchase or substitute a mortgage loan if a        
seller defaults on its obligation to do so, and we can give no assurance that   
sellers will carry out their respective repurchase or substitution obligations  
with respect to mortgage loans. However, to the extent that a breach of a       
representation and warranty of a seller may also constitute a breach of a       
representation made by the servicer, the servicer may have a repurchase or      
substitution obligation as described under "The Agreements--Assignment of       
Trust Fund Assets."                                                             

Static Pool Data  

    If specified in the related prospectus supplement, static pool data with
respect to the delinquency, cumulative loss and prepayment data for IndyMac     
Bank, F.S.B. or any other person specified in the related prospectus            
supplement will be made available through a website. The prospectus supplement  
related to each series for which the static pool data is provided through a     
website will contain the website address to obtain this information. Except as  
stated below, the static pool data provided through any Web site will be        
deemed part of this                                                             

38  

S-3
276th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 276th
prospectus and the registration statement of which this prospectus is a part    
from the date of the related prospectus supplement.                             

 Notwithstanding the foregoing, the following information shall not be
deemed part of the prospectus or the registration statement of which this       
prospectus is a part:                                                           

o  with respect to information regarding prior securitized pools of 
 IndyMac Bank, F.S.B. (or the applicable person specified in the
  related prospectus supplement) that do not include the currently
       offered pool, information regarding prior securitized pools that were
established before January 1, 2006; and                       

o  with respect to information regarding the pool described in the  
       related prospectus supplement, information about the pool for periods
before January 1, 2006.                                       

Static pool data may also be provided in the related prospectus     
supplement or may be provided in the form of a CD-ROM accompanying the related  
prospectus supplement. The related prospectus supplement will specify how the   
static pool data will be presented.                                             

Description of the Securities 

  The prospectus supplement relating to the securities of each series to
be offered under this prospectus will, among other things, set forth for the    
securities, as appropriate:                                                     

  o  a description of the class or classes of securities and the rate at
   which interest will be passed through to holders of each class of
  securities entitled to interest or the method of determining the
 amount of interest, if any, to be passed through to each class;

  o  the initial aggregate principal balance of each class of securities
 included in the series, the dates on which distributions on the
   securities will be made and, if applicable, the initial and final
scheduled distribution dates for each class;                  

    o  information as to the assets comprising the trust fund, including the
  general characteristics of the Trust Fund Assets included in the
trust fund and, if applicable, the insurance, surety bonds,   
  guaranties, letters of credit or other instruments or agreements
      included in the trust fund, and the amount and source of any reserve
fund;                                                         

   o  the circumstances, if any, under which the trust fund may be subject
to early termination;                                         

o  the method used to calculate the amount of principal to be       
distributed with respect to each class of securities;         

o  the order of application of distributions to each of the classes 
within the series, whether sequential, pro rata, or otherwise;

o  the distribution dates with respect to the series;               

 o  additional information with respect to the plan of distribution of
the securities;                                               

  o  whether one or more REMIC elections will be made and designation of
the regular interests and residual interests;                 

o  the aggregate original percentage ownership interest in the trust
fund to be evidenced by each class of securities;             

    o  information as to the nature and extent of subordination with respect
       to any class of securities that is subordinate in right of payment to
any other class; and                                          

39  

S-3
277th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 277th
o  information as to the seller, the servicer and the trustee.      

Each series of certificates will be issued pursuant to a separate   
Pooling and Servicing Agreement. A form of Pooling and Servicing Agreement has  
been filed as an exhibit to the Registration Statement of which this            
prospectus forms a part. Each Pooling and Servicing Agreement will be dated as  
of the related cut-off date, will be among the depositor, the servicer and the  
trustee for the benefit of the holders of the securities of the related         
series. Each series of notes will be issued pursuant to an indenture (the       
"Indenture") between the related trust fund and the entity named in the         
related prospectus supplement as trustee with respect to the related series,    
and the related loans will be serviced by the servicer pursuant to a Sale and   
Servicing Agreement. Each Indenture will be dated as of the cut-off date and    
the Trust Fund Assets will be pledged to the related trustee for the benefit    
of the holders of the securities of the related series.                         

  A form of Indenture and Sale and Servicing Agreement has been filed as
an exhibit to the Registration Statement of which this prospectus forms a       
part. A series of securities may consist of both notes and certificates. The    
provisions of each agreement will vary depending upon the nature of the         
securities to be issued thereunder and the nature of the related trust fund.    
The following are descriptions of the material provisions which may appear in   
each agreement. The descriptions are subject to, and are qualified in their     
entirety by reference to, all of the provisions of the agreement for each       
series of securities and the applicable prospectus supplement. The depositor    
will provide a copy of the agreements (without exhibits) relating to any        
series without charge upon written request of a holder of record of a security  
of the series addressed to IndyMac MBS, Inc., 155 North Lake Avenue, Pasadena,  
California 91101, Attention: [Transaction Management]. The following summaries  
describe material provisions that may appear in each agreement.                 

General                                                                         

   The securities of each series will be issued in either fully registered
or book-entry form in the authorized denominations specified in the related     
prospectus supplement. In the case of certificates, the securities will         
evidence specified beneficial ownership interests in the related trust fund.    
In the case of notes, the securities will be secured by the assets of the       
related trust fund. In both cases, the securities will not be entitled to       
payments in respect of the assets included in any other trust fund established  
by the depositor. The applicable prospectus supplement may provide for          
guarantees by a governmental entity or other person, but if it does not, the    
Trust Fund Assets will not be insured or guaranteed by any governmental entity  
or other person. Each trust fund will consist of, to the extent provided in     
the related agreement,                                                          

o  the Trust Fund Assets that from time to time are subject to the  
      related agreement (exclusive of any amounts specified in the related
prospectus supplement as a retained interest);                

  o  the assets required to be deposited in the related Security Account
from time to time;                                            

   o  property that secured a mortgage loan and that is acquired on behalf
       of the securityholders by foreclosure or deed in lieu of foreclosure;
and                                                           

o  any primary mortgage insurance policies, FHA insurance and VA    
       guaranties, and any other insurance policies or other forms of credit
enhancement required to be maintained pursuant to the related 
agreement.                                                    

    If specified in the related prospectus supplement, a trust fund may also
include one or more of the following: reinvestment income on payments received  
on the Trust Fund Assets, a reserve fund, a mortgage pool insurance policy, a   
special hazard insurance policy, a bankruptcy bond, one or more letters of      
credit, a surety bond, guaranties or similar instruments or other agreements.   

 Each series of securities will be issued in one or more classes. Each
class of securities of a series will evidence beneficial ownership of a         
specified percentage or portion of future interest payments and a specified     
percentage or portion of future principal payments on the Trust Fund Assets in  
the related trust fund. These specified percentages may be 0%. Each class of    
notes of a series will be secured by the related Trust Fund Assets. A series    
of securities may include one or more classes that are senior in right to       
payment to one or more other classes of securities of the series. Certain       
series or classes of securities may be covered by insurance policies, surety    
bonds or                                                                        

40  

S-3
278th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 278th
other forms of credit enhancement, in each case as described under"--Credit     
Enhancement" in this prospectus and in the related prospectus supplement. One   
or more classes of securities of a series may be entitled to receive            
distributions of principal, interest or any combination of principal and        
interest. Distributions on one or more classes of a series of securities may    
be made before one or more other classes, after the occurrence of specified     
events, in accordance with a schedule or formula, on the basis of collections   
from designated portions of the Trust Fund Assets in the related trust fund,    
or on a different basis, in each case as specified in the related prospectus    
supplement. The timing and amounts of the distributions may vary among classes  
or over time as specified in the related prospectus supplement.                 

  The trustee will make distributions of either or both of principal and
interest on the related securities on each distribution date (i.e., monthly,    
quarterly, semi-annually or at other intervals and on the dates specified in    
the prospectus supplement) in proportion to the percentages specified in the    
related prospectus supplement. Distributions will be made to the persons in     
whose names the securities are registered at the close of business on the       
dates specified in the related prospectus supplement. Distributions will be     
made in the manner specified in the related prospectus supplement to the        
persons entitled to them at the addresses appearing in the security register    
maintained for securityholders; provided, however, that the final distribution  
in retirement of the securities will be made only upon presentation and         
surrender of the securities at the office or agency of the trustee or other     
person specified in the notice to securityholders of the final distribution.    

The securities will be freely transferable and exchangeable at the  
corporate trust office of the trustee specified in the related prospectus       
supplement. No service charge will be made for any registration of exchange or  
transfer of securities of any series, but the trustee may require payment of a  
sum sufficient to cover any related tax or other governmental charge.           

Under current law the purchase and holding by or on behalf of any   
employee benefit plan or other retirement arrangement subject to provisions of  
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or   
the Code of certain classes of securities may result in "prohibited             
transactions" within the meaning of ERISA and the Code. See "ERISA              
Considerations." Retirement arrangements subject to these provisions include    
individual retirement accounts and annuities, Keogh plans and collective        
investment funds in which the plans, accounts or arrangements are invested.     
The applicable prospectus supplement may specify other conditions under which   
transfers of this type would be permitted, but if it does not, transfer of the  
securities will not be registered unless the transferee represents that it is   
not, and is not purchasing on behalf of, a plan, account or other retirement    
arrangement or provides an opinion of counsel satisfactory to the trustee and   
the depositor that the purchase of the securities by or on behalf of a plan,    
account or other retirement arrangement is permissible under applicable law     
and will not subject the trustee, the servicer or the depositor to any          
obligation or liability in addition to those undertaken in the applicable       
agreement.                                                                      

 As to each series, an election may be made to treat the related trust
fund or designated portions of it as a real estate mortgage investment conduit  
or REMIC as defined in the Code. The related prospectus supplement will         
specify whether a REMIC election is to be made. Alternatively, the agreement    
for a series may provide that a REMIC election may be made at the discretion    
of the depositor or the servicer and may be made only if certain conditions     
are satisfied. The terms applicable to the making of a REMIC election, as well  
as any material federal income tax consequences to securityholders not          
described in this prospectus, will be set forth in the related prospectus       
supplement. If a REMIC election is made with respect to a series, one of the    
classes will be designated as evidencing the sole class of residual interests   
in the related REMIC, as defined in the Code. All other classes of securities   
in the series will constitute regular interests in the related REMIC, as        
defined in the Code. As to each series for which a REMIC election is to be      
made, the servicer or a holder of the related residual interest or ownership    
will be obligated to comply with applicable laws and regulations and will be    
obligated to pay any prohibited transaction taxes. The applicable prospectus    
supplement may restrict the servicer's reimbursement rights, but if it does     
not, the servicer will be entitled to reimbursement for that payment from the   
assets of the trust fund or from any holder of the related residual             
certificate or ownership interest. Unless otherwise specified in the related    
prospectus supplement, if the amounts distributable to the related residual     
securities are insufficient to cover the amount of any prohibited transaction   
taxes, the amount necessary to reimburse the servicer may be deducted from the  
amounts otherwise distributable to the other classers of securities of the      
series.                                                                         

Distributions on Securities                                                     

41  

S-3
279th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 279th
General. In general, the method of determining the amount of        
distributions on a particular series of securities will depend on the type of   
credit support, if any, for that series. See "Credit Enhancement" in this       
prospectus and in the related prospectus supplement. Various methods that may   
be used to determine the amount of distributions on the securities of a         
particular series. The prospectus supplement for each series of securities      
will describe the method to be used in determining the amount of distributions  
on the securities of that series.                                               

The trustee will make distributions allocable to principal of and   
interest on the securities out of, and only to the extent of, funds in the      
related Security Account, including any funds transferred from any reserve      
fund. As between securities of different classes and as between distributions   
of principal (and, if applicable, between distributions of principal            
prepayments and scheduled payments of principal) and interest, distributions    
made on any distribution date will be applied as specified in the related       
prospectus supplement. The applicable prospectus supplement may provide for     
payment distinctions within classes, but if it does not, distributions to any   
class of securities will be made pro rata to all securityholders of that        
class.                                                                          

  Available Funds. All distributions on the securities of each series on
each distribution date will be made from the Available Funds, in accordance     
with the terms described in the related prospectus supplement and specified in  
the related agreement. The applicable prospectus supplement may define          
Available Funds with reference to different accounts or different amounts, but  
if it does not, "Available Funds" for each distribution date will generally     
equal the amount on deposit in the related Security Account on that             
distribution date (net of related fees and expenses payable by the related      
trust fund) other than amounts to be held in the Security Account for           
distribution on future distribution dates.                                      

Distributions of Interest. Interest will accrue on the aggregate    
original balance of the securities (or, in the case of securities entitled      
only to distributions allocable to interest, the aggregate notional amount) of  
each class of securities (the "Class Security Balance") entitled to interest    
at the pass-through rate or interest rate, as applicable (which in either case  
may be a fixed rate or a rate adjustable as specified in the prospectus         
supplement) from the date and for the periods specified in the related          
prospectus supplement. To the extent funds are available therefor, interest     
accrued during each specified period on each class of securities entitled to    
interest (other than a class of securities that provides for interest that      
accrues, but is not currently payable) will be distributable on the             
distribution dates specified in the related prospectus supplement until the     
Class Security Balance of the class has been distributed in full. In the case   
of securities entitled only to distributions allocable to interest, interest    
will be distributable until the aggregate notional amount of the securities is  
reduced to zero or for the period of time designated in the related prospectus  
supplement. The original principal balance of each security will equal the      
aggregate distributions allocable to principal to which the security is         
entitled. The applicable prospectus supplement may specify some other basis     
for these distributions, but if it does not, distributions allocable to         
interest on each security that is not entitled to distributions allocable to    
principal will be calculated based on the notional amount of the certificate.   
The notional amount of a security will not evidence an interest in or           
entitlement to distributions allocable to principal but will be used solely     
for convenience in expressing the calculation of interest and for certain       
other purposes.                                                                 

 Interest payable on the securities of a series on a distribution date
will include all interest accrued during the period specified in the related    
prospectus supplement. If the interest accrual period for a security ends two   
or more days before a distribution date, the effective yield will be lower      
than the yield obtained if interest on the security were to accrue through the  
day immediately preceding that distribution date. In addition, the effective    
yield (at par) to securityholders will be less than the indicated coupon rate.  

  With respect to any class of accrual securities, any interest that has
accrued but is not paid on a given distribution date will be added to the       
Class Security Balance of the class of securities on that distribution date.    
The applicable prospectus supplement may specify some other basis for these     
distributions, but if it does not, distributions of interest on each class of   
accrual securities will commence only after the occurrence of the events        
specified in the prospectus supplement and, before that time, the beneficial    
ownership interest of the class of accrual securities in the trust fund, as     
reflected in the Class Security Balance of the class of accrual securities,     
will increase on each distribution date by the amount of interest that accrued  
on the class of accrual securities during the preceding interest accrual        
period but that was not required to be distributed to the class on the          
distribution date. A class of accrual securities will thereafter accrue         
interest on its outstanding Class Security Balance as so adjusted.              

Distributions of Principal. The related prospectus supplement will  
specify the method by which the amount of principal to be distributed on the    
securities on each distribution date will be calculated and the manner in       
which                                                                           

42  

S-3
280th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 280th
that amount will be allocated among the classes of securities entitled to       
distributions of principal. The Class Security Balance of any class of          
securities entitled to distributions of principal will be the original Class    
Security Balance of the class of securities specified in the prospectus         
supplement,                                                                     

o  reduced by all distributions reported to the holders of the      
securities as allocable to principal                          

   o  in the case of accrual securities, unless otherwise specified in the
      related prospectus supplement, increased by all interest accrued but
not then distributable on the accrual securities,             

    o  in the case of adjustable rate securities, unless otherwise specified
in the related prospectus supplement, subject to the effect of
negative amortization, and                                    

o  if specified in the related prospectus supplement, reduced by the
     amount of any losses allocated to the Class Security Balance of the
class of securities.                                          

A series of securities may include one or more classes of senior    
securities and one or more classes of subordinate securities. If so provided    
in the related prospectus supplement, one or more classes of senior securities  
will be entitled to receive all or a disproportionate percentage of the         
payments of principal that are received from borrowers in advance of their      
scheduled due dates and are not accompanied by amounts representing scheduled   
interest due after the month of the payments in the percentages and under the   
circumstances or for the periods specified in the prospectus supplement. Any    
disproportionate allocation of these principal prepayments to senior            
securities will have the effect of accelerating the amortization of the senior  
securities while increasing the interests evidenced by the subordinated         
securities in the trust fund. Increasing the interests of the subordinated      
securities relative to that of the senior securities is intended to preserve    
the availability of the subordination provided by the subordinated securities.  
See "Credit Enhancement--Subordination" and "Credit Enhancement--Subordination  
of the Subordinated Securities" in the related prospectus supplement.           

Unscheduled Distributions. If specified in the related prospectus   
supplement, the securities will be subject to receipt of distributions before   
the next scheduled distribution date. If applicable, the trustee will be        
required to make unscheduled distributions on the day and in the amount         
specified in the related prospectus supplement if, due to substantial payments  
of principal (including principal prepayments) on the Trust Fund Assets, the    
trustee or the servicer determines that the funds available or anticipated to   
be available from the Security Account and, if applicable, any reserve fund,    
may be insufficient to make required distributions on the securities on the     
distribution date. The applicable prospectus supplement may specify some other  
basis for these distributions, but if it does not, the amount of the            
unscheduled distribution that is allocable to principal will not exceed the     
amount that would otherwise have been required to be distributed as principal   
on the securities on the next distribution date. The applicable prospectus      
supplement may provide that unscheduled distributions will not include          
interest or that interest will be computed on a different basis, but if it      
does not, all unscheduled distributions will include interest at the            
applicable pass-through rate on the amount of the unscheduled distribution      
allocable to principal for the period and to the date specified in the          
prospectus supplement.                                                          

Advances                                                                        

To the extent provided in the related prospectus supplement, the    
servicer will be required to advance on or before each distribution date (from  
its own funds or funds held in the Security Account for future distributions    
to securityholders), an amount equal to the aggregate of payments of principal  
and interest that were delinquent on the related Determination Date, subject    
to the servicer's determination that the advances will be recoverable out of    
late payments by obligors on the Trust Fund Assets, liquidation proceeds,       
insurance proceeds not used to restore the property or otherwise. In the case   
of cooperative loans, the servicer also will be required to advance any unpaid  
maintenance fees and other charges under the related proprietary leases as      
specified in the related prospectus supplement.                                 

In making advances, the servicer will endeavor to maintain a regular
flow of scheduled interest and principal payments to securityholders, rather    
than to guarantee or insure against losses.                                     

If the servicer makes advances from funds being held for future     
distribution to securityholders, the servicer will replace the funds on or      
before any future distribution date to the extent that funds in the applicable  
Security                                                                        

43  

S-3
281st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 281st
Account on the distribution date would be less than the amount required to be   
available for distributions to securityholders on the distribution date. Any    
advances will be reimbursable to the servicer out of recoveries on the          
specific Trust Fund Assets with respect to which the advances were made (e.g.,  
late payments made by the related obligors, any related insurance proceeds,     
liquidation proceeds or proceeds of any mortgage loan repurchased by the        
depositor or a seller pursuant to the related pooling and servicing             
agreement). In addition, advances by the servicer also will be reimbursable to  
the servicer from cash otherwise distributable to securityholders (including    
the holders of senior securities) to the extent that the servicer determines    
that the advances previously made are not ultimately recoverable as described   
in the preceding sentence. The servicer also will be obligated to make          
advances, to the extent recoverable out of insurance proceeds not used to       
restore the property, liquidation proceeds or otherwise, for certain taxes and  
insurance premiums not paid by mortgagors on a timely basis. Funds so advanced  
are reimbursable to the servicer to the extent permitted by the pooling and     
servicing agreement. If specified in the related prospectus supplement, the     
obligations of the servicer to make advances may be supported by a cash         
advance reserve fund, a surety bond or other arrangement, in each case as       
described in the prospectus supplement.                                         

In the event that the servicer fails to make a required advance, the
applicable prospectus supplement may specify whether another party will have    
advancing obligations, but if it does not, the trustee will be obligated to     
make such advance in its capacity as successor servicer. If the trustee makes   
such an advance, it will be entitled to be reimbursed for such advance to the   
same extent and degree as the servicer is entitled to be reimbursed for         
advances. See "Description of the Securities-Distributions on Securities."      

Mandatory Auction                                                               

  The applicable prospectus supplement for a series of notes may provide
for a Dutch auction of such notes to be held on a specified date, provided      
that certain conditions are met. The prospectus supplement may further provide  
for adjustments to the terms of the notes, including but not limited to,        
acceleration of principal repayments, reset of interest rate and/or payment by  
a credit enhancement provider, and such adjustments may be determined by the    
results of the Dutch auction.                                                   

Categories of Classes of Securities                                             

In general, classes of pass-through securities fall into different  
categories. The following chart identifies and generally defines the more       
typical categories. The prospectus supplement for a series of securities may    
identify the classes which comprise the series by reference to the following    
categories.                                                                     

                                                        [Enlarge/Download Table]

Categories of Classes                                  Definition                        
                                                     Principal Types                     
                                                                                         
Accretion Directed Class.............. A class that receives principal payments from the 
                                       accreted interest from specified accrual classes. 
                                       An accretion directed class also may receive      
                                       principal payments from principal paid on the     
                                       underlying Trust Fund Assets or other assets of   
                                       the trust fund for the related series.            

Companion Class....................... A class that receives principal payments on any   
                                       distribution date only if scheduled payments have 
                                       been made on specified planned principal classes, 
                                       targeted principal classes or scheduled principal 
                                       classes.                                          

Component Class....................... A class consisting of "components." The components
                                       of a class of component securities may have       
                                       different principal and interest payment          
                                       characteristics but together constitute a single  
                                       class. Each component of a class of component     
                                       securities may be identified as falling into one  
                                       or more of the categories in this chart.          

                                           44                                            

S-3
282nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 282nd
Categories of Classes                                  Definition                        
                                                     Principal Types                     

Non-Accelerated Senior or NAS......... A class that, for the period of time specified in 
                                       the related prospectus supplement, generally will 
                                       not receive (in other words, is locked out) (1)   
                                       principal prepayments on the underlying Trust Fund
                                       Assets that are allocated disproportionately to   
                                       the senior securities because of the shifting     
                                       interest structure of the securities in the trust 
                                       fund and/or (2) scheduled principal payments on   
                                       the underlying Trust Fund Assets, as specified in 
                                       the related prospectus supplement. During the     
                                       lock-out period, the portion of the principal     
                                       distributions on the underlying Trust Fund Assets 
                                       of which the NAS Class is locked out will be      
                                       distributed to the other classes of senior        
                                       securities.                                       

Notional Amount Class................. A class having no principal balance and bearing   
                                       interest on the related notional amount. The      
                                       notional amount is used for purposes of the       
                                       determination of interest distributions.          

Planned Principal Class or PACs....... A class that is designed to receive principal     
                                       payments using a predetermined principal balance  
                                       schedule derived by assuming two constant         
                                       prepayment rates for the underlying Trust Fund    
                                       Assets. These two rates are the endpoints for the 
                                       "structuring range" for the planned principal     
                                       class. The planned principal classes in any series
                                       of securities may be subdivided into different    
                                       categories (e.g., primary planned principal       
                                       classes, secondary planned principal classes and  
                                       so forth) having different effective structuring  
                                       ranges and different principal payment priorities.
                                       The structuring range for the secondary planned   
                                       principal class of a series of securities will be 
                                       narrower than that for the primary planned        
                                       principal class of the series.                    

Scheduled Principal Class............. A class that is designed to receive principal     
                                       payments using a predetermined principal balance  
                                       schedule but is not designated as a planned       
                                       principal class or targeted principal class. In   
                                       many cases, the schedule is derived by assuming   
                                       two constant prepayment rates for the underlying  
                                       Trust Fund Assets. These two rates are the        
                                       endpoints for the "structuring range" for the     
                                       scheduled principal class.                        

Sequential Pay Class.................. Classes that receive principal payments in a      
                                       prescribed sequence, that do not have             
                                       predetermined principal balance schedules and that
                                       under all circumstances receive payments of       
                                       principal continuously from the first distribution
                                       date on which they receive principal until they   
                                       are retired. A single class that receives         
                                       principal payments before or after all other      
                                       classes in the same series of securities may be   
                                       identified as a sequential pay class.             

Strip Class........................... A class that receives a constant proportion, or   
                                       "strip," of the principal payments on the         
                                       underlying Trust Fund Assets or other assets of   
                                       the trust fund.                                   

Super Senior Class.................... A class that will not bear its proportionate share
                                       of realized losses (other than excess losses) as  
                                       its share is directed to another class (the       
                                       "Support Class") until the Class Security Balance 
                                       of the Support Class is reduced to zero.          

Support Class......................... A class that absorbs realized losses other than   
                                       excess losses that would otherwise be allocated to
                                       a Super Senior class after the related classes of 
                                       subordinated securities are no longer outstanding.

                                           45                                            

S-3
283rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 283rd
Categories of Classes                                  Definition                        
                                                     Principal Types                     

Targeted Principal Class or TACs...... A class that is designed to receive principal     
                                       payments using a predetermined principal balance  
                                       schedule derived by assuming a single constant    
                                       prepayment rate for the underlying Trust Fund     
                                       Assets.                                           

                                                     Interest Types                      

Fixed Rate............................ A class with an interest rate that is fixed       
                                       throughout the life of the class.                 

Floating Rate......................... A class with an interest rate that resets         
                                       periodically based upon a designated index and    
                                       that varies directly with changes in the index.   

Inverse Floating Rate................. A class with an interest rate that resets         
                                       periodically based upon a designated index and    
                                       that varies inversely with changes in the index.  

Variable Rate......................... A class with an interest rate that resets         
                                       periodically and is calculated by reference to the
                                       rate or rates of interest applicable to specified 
                                       assets or instruments (e.g., the mortgage rates   
                                       borne by the underlying mortgage loans).          

Interest Only......................... A class that receives some or all of the interest 
                                       payments made on the underlying Trust Fund Assets 
                                       or other assets of the trust fund and little or no
                                       principal. Interest only classes have either a    
                                       nominal principal balance or a notional amount. A 
                                       nominal principal balance represents actual       
                                       principal that will be paid on the class. It is   
                                       referred to as nominal since it is extremely small
                                       compared to other classes. A notional amount is   
                                       the amount used as a reference to calculate the   
                                       amount of interest due on an interest only class  
                                       that is not entitled to any distributions of      
                                       principal.                                        

Principal Only........................ A class that does not bear interest and is        
                                       entitled to receive only distributions of         
                                       principal.                                        

Partial Accrual....................... A class that accretes a portion of the amount of  
                                       accrued interest on it, which amount will be added
                                       to the principal balance of the class on each     
                                       applicable distribution date, with the remainder  
                                       of the accrued interest to be distributed         
                                       currently as interest on the class. The accretion 
                                       may continue until a specified event has occurred 
                                       or until the partial accrual class is retired.    

Accrual............................... A class that accretes the amount of accrued       
                                       interest otherwise distributable on the class,    
                                       which amount will be added as principal to the    
                                       principal balance of the class on each applicable 
                                       distribution date. The accretion may continue     
                                       until some specified event has occurred or until  
                                       the accrual class is retired.                     

 Indices Applicable to Floating Rate and Inverse Floating Rate Classes

LIBOR                                                                           

 The applicable prospectus supplement may specify some other basis for
determining LIBOR, but if it does not, on the LIBOR determination date (as      
defined in the related prospectus supplement) for each class of securities of   
a series for which the applicable interest rate is determined by reference to   
an index denominated as LIBOR, the person designated in the related pooling     
and servicing agreement as the calculation agent will determine LIBOR in        
accordance with one of the two methods described below (which method will be    
specified in the related prospectus supplement):                                

          46

S-3
284th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 284th
LIBO Method                                                                     

If using this method to calculate LIBOR, the calculation agent will 
determine LIBOR by reference to the quotations, as set forth on the Moneyline   
Telerate Page 3750, offered by the principal London office of each of the       
designated reference banks meeting the criteria set forth in this prospectus    
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 the LIBOR            
determination date. In lieu of relying on the quotations for those reference    
banks that appear at the time on the Moneyline Telerate Page 3750, the          
calculation agent will request each of the reference banks to provide the       
offered quotations at that time.                                                

Under this method the calculation agent will establish LIBOR on each
LIBOR determination date as follows:                                            

          (a) If on any LIBOR determination date two or more reference banks
  provide offered quotations, LIBOR for the next interest accrual period
   shall be the arithmetic mean of the offered quotations (rounded upwards
if necessary to the nearest whole multiple of 1/32%).               

      (b) If on any LIBOR determination date only one or none of the
    reference banks provides offered quotations, LIBOR for the next interest
accrual period shall be whichever is the higher of                  

          o  LIBOR as determined on the previous LIBOR determination date or

o  the reserve interest rate.                           

The reserve interest rate shall be the rate per annum which the     
calculation agent determines to be either                           

   o  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
  calculation agent are quoting, on the relevant LIBOR
             determination date, to the principal London offices of at least
            two of the reference banks to which the quotations are, in the
opinion of the calculation agent being so made, or

         o  if the calculation agent cannot determine the arithmetic mean,
          the lowest one-month United States dollar lending rate which
       New York City banks selected by the calculation agent are
         quoting on the LIBOR determination date to leading European
banks.                                            

       (c) If on any LIBOR determination date for a class specified in
    the related prospectus supplement, the calculation agent is required but
   is unable to determine the reserve interest rate in the manner provided
    in paragraph (b) above, LIBOR for the next interest accrual period shall
    be LIBOR as determined on the preceding LIBOR determination date, or, in
the case of the first LIBOR determination date, LIBOR shall be      
considered to be the per annum rate specified as such in the related
prospectus supplement.                                              

 Each reference bank will be a leading bank engaged in transactions in
Eurodollar deposits in the international Eurocurrency market; will not          
control, be controlled by, or be under common control with the calculation      
agent; and will have an established place of business in London. If reference   
bank should be unwilling or unable to act as such or if appointment of a        
reference bank is terminated, another leading bank meeting the criteria         
specified above will be appointed.                                              

BBA Method                                                                      

 If using this method of determining LIBOR, the calculation agent will
determine LIBOR on the basis of the British Bankers' Association "Interest      
Settlement Rate" for one-month deposits in United States dollars as found on    
Moneyline Telerate Page 3750 as of 11:00 a.m. London time on each LIBOR         
determination date. Interest Settlement Rates currently are based on rates      
quoted by eight British Bankers' Association designated banks as being, in the  
view of the banks, the offered rate at which deposits are being quoted to       
prime banks in the London interbank market. The Interest Settlement Rates are   
calculated by eliminating the two highest rates and the two lowest rates,       

47  

S-3
285th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 285th
averaging the four remaining rates, carrying the result (expressed as a         
percentage) out to six decimal places, and rounding to five decimal places.     

  If on any LIBOR determination date, the calculation agent is unable to
calculate LIBOR in accordance with the method set forth in the immediately      
preceding paragraph, LIBOR for the next interest accrual period will be         
calculated in accordance with the LIBOR method described under "LIBO Method."   

The calculation agent's determination of LIBOR on each LIBOR        
determination date and its calculation of the rate of interest for the          
applicable classes for the related interest accrual period will (in the         
absence of manifest error) be final and binding.                                

COFI                                                                            

  The Eleventh District Cost of Funds Index is designed to represent the
monthly weighted average cost of funds for savings institutions in Arizona,     
California and Nevada that are member institutions of the Eleventh Federal      
Home Loan Bank District (the "Eleventh District"). The Eleventh District Cost   
of Funds Index for a particular month reflects the interest costs paid on all   
types of funds held by Eleventh District member institutions and is calculated  
by dividing the cost of funds by the average of the total amount of those       
funds outstanding at the end of that month and of the prior month and           
annualizing and adjusting the result to reflect the actual number of days in    
the particular month. If necessary, before these calculations are made, the     
component figures are adjusted by the Federal Home Loan Bank of San Francisco   
("FHLBSF") to neutralize the effect of events such as member institutions       
leaving the Eleventh District or acquiring institutions outside the Eleventh    
District. The Eleventh District Cost of Funds Index is weighted to reflect the  
relative amount of each type of funds held at the end of the relevant month.    
The major components of funds of Eleventh District member institutions are:     
savings deposits, time deposits, FHLBSF advances, repurchase agreements and     
all other borrowings. Because the component funds represent a variety of        
maturities whose costs may react in different ways to changing conditions, the  
Eleventh District Cost of Funds Index does not necessarily reflect current      
market rates.                                                                   

    A number of factors affect the performance of the Eleventh District Cost
of Funds Index, which may cause it to move in a manner different from indices   
tied to specific interest rates, such as United States Treasury Bills or        
LIBOR. Because the liabilities upon which the Eleventh District Cost of Funds   
Index is based were issued at various times under various market conditions     
and with various maturities, the Eleventh District Cost of Funds Index may not  
necessarily reflect the prevailing market interest rates on new liabilities of  
similar maturities. Moreover, as stated above, the Eleventh District Cost of    
Funds Index is designed to represent the average cost of funds for Eleventh     
District savings institutions for the month before the month in which it is     
due to be published. Additionally, the Eleventh District Cost of Funds Index    
may not necessarily move in the same direction as market interest rates at all  
times, because as longer term deposits or borrowings mature and are renewed at  
prevailing market interest rates, the Eleventh District Cost of Funds Index is  
influenced by the differential between the prior and the new rates on those     
deposits or borrowings. In addition, movements of the Eleventh District Cost    
of Funds Index, as compared to other indices tied to specific interest rates,   
may be affected by changes instituted by the FHLBSF in the method used to       
calculate the Eleventh District Cost of Funds Index.                            

 The FHLBSF publishes the Eleventh District Cost of Funds Index in its
monthly Information Bulletin. Any individual may request regular receipt by     
mail of Information Bulletins by writing the Federal Home Loan Bank of San      
Francisco, P.O. Box 7948, 600 California Street, San Francisco, California      
94120, or by calling (415) 616-1000. The Eleventh District Cost of Funds Index  
may also be obtained by calling the FHLBSF at (415) 616-2600.                   

The FHLBSF has stated in its Information Bulletin that the Eleventh 
District Cost of Funds Index for a month "will be announced on or near the      
last working day" of the following month and also has stated that it "cannot    
guarantee the announcement" of the index on an exact date. So long as the       
index for a month is announced on or before the tenth day of the second         
following month, the interest rate for each class of securities of a series     
for which the applicable interest rate is determined by reference to an index   
denominated as COFI for the interest accrual period commencing in the second    
following month will be based on the Eleventh District Cost of Funds Index for  
the second preceding month. If publication is delayed beyond the tenth day,     
the interest rate will be based on the Eleventh District Cost of Funds Index    
for the third preceding month.                                                  

48  

S-3
286th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 286th
 The applicable prospectus supplement may specify some other basis for
determining COFI, but if it does not, then if on the tenth day of the month in  
which any interest accrual period commences for a class of COFI securities the  
most recently published Eleventh District Cost of Funds Index relates to a      
month before the third preceding month, the index for the current interest      
accrual period and for each succeeding interest accrual period will, except as  
described in the next to last sentence of this paragraph, be based on the       
National Monthly Median Cost of Funds Ratio to SAIF-Insured Institutions (the   
"National Cost of Funds Index") published by the Office of Thrift Supervision   
(the "OTS") for the third preceding month (or the fourth preceding month if     
the National Cost of Funds Index for the third preceding month has not been     
published on the tenth day of an interest accrual period). Information on the   
National Cost of Funds Index may be obtained by writing the OTS at 1700 G       
Street, N.W., Washington, D.C. 20552 or calling (202) 906-6677, and the         
current National Cost of Funds Index may be obtained by calling (202)           
906-6988. If on the tenth day of the month in which an interest accrual period  
commences the most recently published National Cost of Funds Index relates to   
a month before the fourth preceding month, the applicable index for the         
interest accrual period and each succeeding interest accrual period will be     
based on LIBOR, as determined by the calculation agent in accordance with the   
pooling and servicing agreement relating to the series of securities. A change  
of index from the Eleventh District Cost of Funds Index to an alternative       
index will result in a change in the index level and could increase its         
volatility, particularly if LIBOR is the alternative index.                     

 The calculations agent's determination of COFI and its calculation of
the rates of interest for the applicable classes for the related interest       
accrual period shall (in the absence of manifest error) be final and binding.   

Treasury Index                                                                  

 The applicable prospectus supplement may specify some other basis for
determining and defining the Treasury index, but if it does not, on the         
Treasury index determination date for each class of securities of a series for  
which the applicable interest rate is determined by reference to an index       
denominated as a Treasury index, the calculation agent will ascertain the       
Treasury index for Treasury securities of the maturity and for the period (or,  
if applicable, date) specified in the related prospectus supplement. The        
Treasury index for any period means the average of the yield for each business  
day during the specified period (and for any date means the yield for the       
date), expressed as a per annum percentage rate, on U.S. Treasury securities    
adjusted to the "constant maturity" specified in the prospectus supplement or   
if no "constant maturity" is so specified, U.S. Treasury securities trading on  
the secondary market having the maturity specified in the prospectus            
supplement, in each case as published by the Federal Reserve Board in its       
Statistical Release No. H.15 (519). Statistical Release No. H.15 (519) is       
published on Monday or Tuesday of each week and may be obtained by writing or   
calling the Publications Department at the Board of Governors of the Federal    
Reserve System, 21st and C Streets, Washington, D.C. 20551 (202) 452-3244. If   
the calculation agent has not yet received Statistical Release No. H.15 (519)   
for a week, then it will use the Statistical Release from the preceding week.   

 Yields on U.S. Treasury securities at "constant maturity" are derived
from the U.S. Treasury's daily yield curve. This curve, which relates the       
yield on a security to its time to maturity, is based on the closing market     
bid yields on actively traded Treasury securities in the over-the-counter       
market. These market yields are calculated from composites of quotations        
reported by five leading U.S. Government securities dealers to the Federal      
Reserve Bank of New York. This method provides a yield for a given maturity     
even if no security with that exact maturity is outstanding. If the Treasury    
index is no longer published, a new index based upon comparable data and        
methodology will be designated in accordance with the pooling and servicing     
agreement relating to the particular series of securities. The calculation      
agent's determination of the Treasury index, and its calculation of the rates   
of interest for the applicable classes for the related interest accrual period  
shall (in the absence of manifest error) be final and binding.                  

Prime Rate                                                                      

 The applicable prospectus supplement may specify some other basis for
determining and defining the prime rate, but if it does not, on the prime rate  
determination date for each class of securities of a series for which the       
applicable interest rate is determined by reference to an index denominated as  
the prime rate, the calculation agent will ascertain the prime rate for the     
related interest accrual period. The prime rate for an interest accrual period  
will be the "prime rate" as published in the "Money Rates" section of The Wall  
Street Journal on the related prime rate determination date, or if not so       
published, the "prime rate" as published in a newspaper of general circulation  
selected by the calculation agent in its sole discretion. If a prime rate       
range is given, then the average of the range                                   

49  

S-3
287th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 287th
will be used. If the prime rate is no longer published, a new index based upon  
comparable data and methodology will be designated in accordance with the       
applicable agreement relating to the particular series of securities. The       
calculation agent's determination of the prime rate and its calculation of the  
rates of interest for the related interest accrual period shall (in the         
absence of manifest error) be final and binding.                                

Derivative Transactions                                                         

If specified in the related prospectus supplement, a trust fund may 
enter into privately negotiated, over-the-counter hedging transactions with     
various counterparties, for the purpose of effectively fixing the interest      
rate it pays on one or more borrowings or series of borrowings. These           
transactions may include such instruments as interest rate and                  
securities-based swaps, caps, collars and floors, and are referred to as        
derivative transactions. Trust funds will use derivative transactions as        
hedges and not as speculative investments. Derivative transactions typically    
involve an interest-rate swap agreement between two parties to exchange         
payments of interest based on variable interest rates for payments based on     
fixed interest rates. These payments are calculated on the basis of a notional  
amount for a specified period of time.                                          

  Cap and floor transactions involve an agreement between two parties in
which the first party agrees to pay the second when a designated market         
interest rate goes above (in the case of a cap) or below (in the case of a      
floor) a designated level on predetermined dates or during a specified time     
period. Collar transactions involve an agreement between two parties in which   
the first party pays the second when a designated market interest rate goes     
above a designated level on predetermined dates or during a specified time      
period, and the second party pays the first when a designated market interest   
rate goes below a designated level on predetermined dates or during a           
specified time period.                                                          

Book-Entry Securities                                                           

If so specified in the related prospectus supplement, one or more   
classes of securities of any series may be issued as book-entry securities.     
Persons acquiring beneficial ownership interests in book-entry securities will  
hold their securities either:                                                   

  o  directly through The Depository Trust Company ("DTC") in the United
    States, or Clearstream, Luxembourg or Euroclear in Europe, if they
are participants of these systems, or                         

o  indirectly through organizations that are participants in these  
systems.                                                      

Each class of book-entry securities will be issued in one or more   
securities that equal the aggregate principal balance of the class and will     
initially be registered in the name of Cede & Co. as the nominee of DTC.        
Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of  
their participants through customers' securities accounts in Clearstream,       
Luxembourg's or Euroclear's name, on the books of their respective              
depositaries. These depositaries will in turn hold the positions in customers'  
securities accounts in the depositaries' names on the books of DTC. Citibank,   
N.A. will act as depositary for Clearstream, Luxembourg and The Chase           
Manhattan Bank will act as depositary for Euroclear. Except as described        
below, no person acquiring a beneficial interest in a book-entry security will  
be entitled to receive a physical certificate representing the security.        

The beneficial owner's ownership of a book-entry security will be   
recorded on the records of the brokerage firm, bank, thrift institution or      
other financial intermediary that maintains the beneficial owner's account for  
that purpose. In turn, the financial intermediary's ownership of a book-entry   
security will be recorded on the records of DTC (or of a participating firm     
that acts as agent for the financial intermediary, whose interest will in turn  
be recorded on the records of DTC, if the beneficial owner's financial          
intermediary is not a DTC participant, and on the records of Clearstream,       
Luxembourg or Euroclear, as appropriate). Therefore, the beneficial owner must  
rely on the foregoing procedures to evidence its beneficial ownership of a      
book-entry security. Beneficial ownership of a book-entry security may only be  
transferred by compliance with the procedures of the financial intermediaries   
and depository participants.                                                    

Beneficial owners will receive all distributions of principal of and
interest on the securities from the trustee through DTC and its participants.   
While the securities are outstanding (except under the circumstances described  

50  

S-3
288th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 288th
below), DTC is required to make book-entry transfers of the securities among    
participants on whose behalf it acts and is required to receive and transmit    
distributions on the securities in accordance with rules, regulations and       
procedures creating and affecting DTC and its operations. Participants and      
indirect participants with whom beneficial owners have accounts are likewise    
required to make book-entry transfers and receive and transmit distributions    
on behalf of their respective beneficial owners. Although beneficial owners     
will not possess physical certificates, the DTC rules, regulations and          
procedures provide a mechanism by which beneficial owners may receive           
distributions on the securities and transfer their interests in the             
securities.                                                                     

Beneficial owners will not receive or be entitled to receive        
certificates representing their interests in the securities except under the    
limited circumstances described below. Until definitive securities are issued,  
beneficial owners who are not participants may transfer ownership of their      
securities only through participants and indirect participants by instructing   
them to transfer securities through DTC for the accounts of the purchasers of   
those securities. In accordance with DTC's rules, regulations and procedures,   
transfers of ownership will be executed through DTC, and the accounts of the    
respective participants at DTC will be debited and credited. Similarly, the     
participants and indirect participants will make the appropriate debits and     
credits on their records on behalf of the selling and purchasing beneficial     
owners.                                                                         

Because of time zone differences, credits of securities received in 
Clearstream, Luxembourg or Euroclear resulting from transactions with           
participants will be made during subsequent securities settlement processing    
and dated the business day after the DTC settlement date. These credits, and    
any transactions in the securities settled during processing, will be reported  
to the applicable Euroclear or Clearstream, Luxembourg participants on that     
business day. Cash received in Clearstream, Luxembourg or Euroclear resulting   
from sales of securities by or through a Clearstream, Luxembourg participant    
(described below) or Euroclear Participant (described below) to a DTC           
participant will be received with value on the DTC settlement date but will     
not be available in the applicable Clearstream, Luxembourg or Euroclear cash    
account until the business day after settlement in DTC.                         

Transfers between DTC participants will be governed by DTC rules.   
Transfers between Clearstream, Luxembourg participants and Euroclear            
participants will be governed by their respective rules and operating           
procedures.                                                                     

 Cross-market transfers between persons holding directly or indirectly
through DTC and persons holding directly or indirectly through Clearstream,     
Luxembourg participants or Euroclear participants will be effected in DTC in    
accordance with DTC rules on behalf of the applicable European international    
clearing system by the applicable depositary. These cross-market transactions,  
however, will require delivery of instructions to the applicable European       
international clearing system by the counterparty in that system according to   
its rules and procedures and within its established deadlines (European time).  
If the transaction meets its settlement requirements, the applicable European   
international clearing system will deliver instructions to the applicable       
depositary to effect final settlement on its behalf by delivering or receiving  
securities in DTC, and making or receiving payment in accordance with the       
procedures for same day funds settlement applicable to DTC. Clearstream,        
Luxembourg Participants and Euroclear Participants may not deliver              
instructions directly to the European depositaries.                             

DTC, which is a New York-chartered limited purpose trust company,   
performs services for its participants, some of which (and/or their             
representatives) own DTC. In accordance with its normal procedures, DTC is      
expected to record the positions held by each DTC participant in the            
book-entry securities, whether held for its own account or as a nominee for     
another person. In general, beneficial ownership of book-entry securities will  
be subject to the DTC Rules.                                                    

  Clearstream Banking, societe anonyme, 67 Bd Grande-Duchesse Charlotte,
L-2967 Luxembourg ("Clearstream, Luxembourg"), was incorporated in 1970 as      
"Clearstream, Luxembourg S.A." a company with limited liability under           
Luxembourg law (a societe anonyme). Clearstream, Luxembourg S.A. subsequently   
changed its name to Cedelbank. On 10 January 2000, Cedelbank's parent company,  
Clearstream, Luxembourg International, societe anonyme ("CI") merged its        
clearing, settlement and custody business with that of Deutsche Borse Clearing  
AG ("DBC"). The merger involved the transfer by CI of substantially all of its  
assets and liabilities (including its shares in CB) to a new Luxembourg         
company, New Clearstream, Luxembourg International, societe anonyme ("New       
CI"), which is 50% owned by CI and 50% owned by DBC's parent company Deutsche   
Borse AG. The shareholders of these two entities are banks, securities dealers  
and financial institutions. Clearstream, Luxembourg                             

51  

S-3
289th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 289th
International currently has 92 shareholders, including U.S. financial           
institutions or their subsidiaries. No single entity may own more than 5        
percent of Clearstream, Luxembourg International's stock.                       

Further to the merger, the Board of Directors of New Clearstream,   
Luxembourg International decided to re-name the companies in the group in       
order to give them a cohesive brand name. The new brand name that was chosen    
is "Clearstream" With effect from January 14, 2000 New CI has been renamed      
"Clearstream International, societe anonyme." On January 18, 2000, Cedelbank    
was renamed "Clearstream Banking, societe anonyme" and Clearstream, Luxembourg  
Global Services was renamed "Clearstream Services, societe anonyme."            

    On January 17, 2000 DBC was renamed "Clearstream Banking AG." This means
that there are now two entities in the corporate group headed by Clearstream    
International which share the name "Clearstream Banking," the entity            
previously named "Cedelbank" and the entity previously named "Deutsche Borse    
Clearing AG."                                                                   

Clearstream, Luxembourg holds securities for its customers and      
facilitates the clearance and settlement of securities transactions between     
Clearstream, Luxembourg customers through electronic book-entry changes in      
accounts of Clearstream, Luxembourg customers, thereby eliminating the need     
for physical transfer of certificates. Transactions may be settled by           
Clearstream, Luxembourg in any of 30 currencies, including United States        
dollars. Clearstream, Luxembourg provides its customers, among other things,    
services for safekeeping, administration, clearance and settlement of           
internationally traded securities and securities lending and borrowing.         
Clearstream, Luxembourg interfaces with domestic markets in several countries.  
As a professional depository, Clearstream, Luxembourg is registered as a bank   
in Luxembourg, and as such is subject to regulation by the Commission de        
Surveillance du Secteur Financier, "CSSF," which supervises Luxembourg banks.   
Clearstream, Luxembourg's customers are world-wide financial institutions,      
including underwriters, securities brokers and dealers, banks, trust companies  
and clearing corporations. Clearstream, Luxembourg's U.S. customers are         
limited to securities brokers and dealers, and banks. Currently, Clearstream,   
Luxembourg has approximately 2,000 customers located in over 80 countries,      
including all major European countries, Canada, and the United States.          
Indirect access to Clearstream, Luxembourg is also available to other           
institutions that clear through or maintain a custodial relationship with an    
account holder of Clearstream, Luxembourg. Clearstream, Luxembourg has          
established an electronic bridge with Euroclear Bank S.A./N.V. as the Operator  
of the Euroclear System (the "Euroclear Operator") in Brussels to facilitate    
settlement of trades between Clearstream, Luxembourg and the Euroclear          
Operator.                                                                       

 Euroclear was created in 1968 to hold securities for its participants
and to clear and settle transactions between Euroclear participants through     
simultaneous electronic book-entry delivery against payment, thereby            
eliminating the need for physical transfer of certificates, as well as any      
risk from the lack of simultaneous transfers of securities and cash.            
Transactions may be settled in any of 32 currencies, including United States    
dollars. Euroclear provides various other services, including securities        
lending and borrowing. It also interfaces with domestic markets in several      
countries in a manner similar to the arrangements for cross-market transfers    
with DTC described above. Euroclear is operated by the Brussels, Belgium        
office of the Euroclear Operator, under contract with Euroclear Clearance       
Systems S.C., a Belgian cooperative corporation (the "Cooperative"). All        
operations are conducted by the Euroclear Operator, and all Euroclear           
securities clearance accounts and Euroclear cash accounts are accounts with     
the Euroclear Operator, not the Cooperative. The Cooperative establishes        
policy for Euroclear on behalf of Euroclear participants. Euroclear             
participants include banks (including central banks), securities brokers and    
dealers and other professional financial intermediaries. Indirect access to     
Euroclear is also available to other firms that clear through or maintain a     
custodial relationship with a Euroclear participant, either directly or         
indirectly.                                                                     

 The Euroclear Operator has a banking license from the Belgian Banking
and Finance Commission. This license authorizes the Euroclear Operator to       
carry out banking activities on a global basis.                                 

Securities clearance accounts and cash accounts with the Euroclear  
Operator are governed by the Terms and Conditions Governing Use of Euroclear    
and the related Operating Procedures of the Euroclear System and applicable     
Belgian law (collectively, the "Terms and Conditions"). The Terms and           
Conditions govern transfers of securities and cash within Euroclear,            
withdrawals of securities and cash from Euroclear, and receipts of payments     
with respect to securities in Euroclear. All securities in Euroclear are held   
on a fungible basis without attribution of specific certificates to specific    
securities clearance accounts. The Euroclear Operator acts under the Terms and  
Conditions only on behalf of Euroclear participants, and has no record of or    
relationship with persons holding through Euroclear participants.               

52  

S-3
290th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 290th
Under a book-entry format, beneficial owners of the book-entry      
securities may experience some delay in their receipt of payments, because the  
trustee will send payments to Cede & Co., as nominee of DTC. Distributions on   
securities held through Clearstream, Luxembourg or Euroclear and received by    
the applicable depositary will be credited to the cash accounts of              
Clearstream, Luxembourg Participants or Euroclear Participants in accordance    
with each system's rules and procedures. These distributions will be subject    
to tax reporting under the applicable United States laws and regulations. See   
"Federal Income Tax Consequences-Tax Treatment of Foreign Investors" and "-Tax  
Consequences to Holders of the Notes-Backup Withholding" in this prospectus.    
Because DTC can only act on behalf of financial intermediaries, the a           
beneficial owner's ability to pledge book-entry securities to persons or        
entities that do not participate in the DTC system, or otherwise take actions   
in respect of the book-entry securities, may be limited by the lack of          
physical certificates for the book-entry securities. In addition, issuance of   
the book-entry securities in book-entry form may reduce the liquidity of those  
securities in the secondary market because some potential investors may not     
want to purchase securities for which they cannot obtain physical               
certificates.                                                                   

   Until definitive securities are issued, it is anticipated that the only
"securityholder" of the book-entry securities will be Cede & Co., as nominee    
of DTC. Beneficial owners are only permitted to exercise the rights of          
securityholders indirectly through financial intermediaries and DTC. Monthly    
and annual reports for the related trust fund will be provided to Cede & Co.,   
as nominee of DTC. Cede & Co. may make them available to beneficial owners      
upon request, in accordance with the rules, regulations and procedures          
creating and affecting DTC. It may also make them available to the financial    
intermediaries to whose DTC accounts the book-entry securities of those         
beneficial owners are credited.                                                 

Until definitive securities are issued, DTC will take any action    
permitted to be taken by the holders of the book-entry securities of a series   
under the related agreement only at the direction of one or more financial      
intermediaries to whose DTC accounts the book-entry securities are credited,    
to the extent that the actions are taken on behalf of financial intermediaries  
whose holdings include the book-entry securities. Clearstream, Luxembourg or    
the Euroclear Operator, as the case may be, will take any other action          
permitted to be taken by a securityholder on behalf of a Clearstream,           
Luxembourg participant or Euroclear participant, respectively, only in          
accordance with its applicable rules and procedures and subject to the          
applicable depositary's ability to effect actions on its behalf through DTC.    
At the direction of the related participants, DTC may take actions with         
respect to some securities that conflict with actions taken with respect to     
other securities.                                                               

The applicable prospectus supplement may specify when and for what  
reasons definitive securities may be issued, but if it does not, definitive     
securities will be issued to beneficial owners of book-entry securities, or     
their nominees, rather than to DTC, only if:                                    

 o  DTC or the depositor advises the trustee in writing that DTC is no
longer willing, qualified or able to discharge properly its   
responsibilities as nominee and depository with respect to the
     book-entry securities, and DTC or the trustee is unable to locate a
qualified successor;                                          

    o  the depositor, at its sole option, elects to terminate the book-entry
system through DTC;                                           

   o  or after the occurrence of an event of default, beneficial owners of
       securities representing not less than 51% of the aggregate percentage
       interests evidenced by each class of securities of the related series
    issued as book-entry securities advise the trustee and DTC through
    the financial intermediaries in writing that the continuation of a
      book-entry system through DTC (or a successor to it) is no longer in
the best interests of the beneficial owners.                  

Upon the occurrence of any of the events described in the preceding 
paragraph, the trustee will be required to notify all beneficial owners of the  
occurrence of the event and the availability of definitive securities through   
DTC. Upon surrender by DTC of the global certificate or certificates            
representing the book-entry securities and instructions for re-registration,    
the trustee will issue the definitive securities, and thereafter the trustee    
will recognize the holders of the definitive securities as securityholders      
under the applicable agreement.                                                 

53  

S-3
291st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 291st
  Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of securities among       
participants of DTC, Clearstream, Luxembourg and Euroclear, they are not        
obligated to perform or continue to perform these procedures and these          
procedures may be discontinued at any time.                                     

   The servicer, the depositor and the trustee will not be responsible for
any aspect of the records relating to or payments made on account of            
beneficial ownership interests of the book-entry securities held by Cede &      
Co., as nominee of DTC, or for maintaining, supervising or reviewing any        
records relating to the beneficial ownership interests.                         

54  

S-3
292nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 292nd
Credit Enhancement

General                                                                         

     Credit enhancement may be provided for one or more classes of a series of
securities or with respect to the Trust Fund Assets in the related trust fund.  
Credit enhancement may be in the form of a limited financial guaranty policy    
issued by an entity named in the related prospectus supplement, the             
subordination of one or more classes of the securities of the series, the       
establishment of one or more reserve funds, the use of a cross support feature, 
use of a mortgage pool insurance policy, FHA insurance, VA guarantee, bankruptcy
bond, special hazard insurance policy, surety bond, letter of credit, guaranteed
investment contract, overcollateralization or other method of credit enhancement
described in the related prospectus supplement, or any combination of them.     
Credit enhancement may not provide protection against all risks of loss or      
guarantee repayment of the entire principal balance of the securities and       
interest on them. If losses occur which exceed the amount covered by credit     
enhancement or which are not covered by the credit enhancement, securityholders 
will bear their allocable share of any deficiencies.                            

Subordination                                                                   

If so specified in the related prospectus supplement, the rights of 
holders of one or more classes of subordinated securities will be subordinate to
the rights of holders of one or more other classes of senior securities of the  
series to distributions of scheduled principal, principal prepayments, interest 
or any combination of them that otherwise would have been payable to holders of 
subordinated securities under the circumstances and to the extent specified in  
the related prospectus supplement. If specified in the related prospectus       
supplement, holders of senior securities also may be protected by a reduction in
the ownership interest, if any, of the related subordinated securities or by any
other method described in the related prospectus supplement. If specified in the
related prospectus supplement, delays in receipt of scheduled payments on the   
Trust Fund Assets and losses with respect to the Trust Fund Assets will be borne
first by the various classes of subordinated securities and thereafter by the   
various classes of senior securities, in each case under the circumstances and  
subject to the limitations specified in the related prospectus supplement. The  
aggregate distributions of delinquent payments on the Trust Fund Assets over the
lives of the securities or at any time, the aggregate losses on Trust Fund      
Assets which must be borne by the subordinated securities by virtue of          
subordination and the amount of the distributions otherwise distributable to the
subordinated securityholders that will be distributable to senior               
securityholders on any distribution date may be limited as specified in the     
related prospectus supplement. If aggregate distributions of delinquent payments
on the Trust Fund Assets or aggregate losses on the Trust Fund Assets were to   
exceed the amount specified in the related prospectus supplement, senior        
securityholders would experience losses on the securities.                      

    In addition to or instead of the subordination methods listed above, the
prospectus supplement for a series may provide that all or a portion of the     
distributions otherwise payable to holders of subordinated securities on any    
distribution date will instead either be deposited into one or more reserve     
accounts established with the trustee, or distributed to the holders of senior  
securities. As specified in the related prospectus supplement, deposits into a  
reserve account may be made on each distribution date, or for specified time    
periods, or until the balance in the reserve account has reached a specified    
amount and thereafter, to the extent necessary to maintain the balance in the   
reserve account at any required level. Amounts on deposit in the reserve account
for a series may be released to the holders of certain classes of securities at 
the times and under the circumstances specified in the related prospectus       
supplement.                                                                     

 If specified in the related prospectus supplement, various classes of
senior securities and subordinated securities may themselves be subordinate in  
their right to receive certain distributions to other classes of senior and     
subordinated securities, respectively, through a cross support mechanism or     
otherwise.                                                                      

As between classes of senior securities and as between classes of   
subordinated securities, distributions may be allocated among the classes in the
order of their scheduled final distribution dates, in accordance with a schedule
or formula, in relation to the occurrence of events, or otherwise, in each case 
as specified in the related prospectus supplement. As between classes of        
subordinated securities, payments to senior securityholders on account of       
delinquencies or losses and payments to the reserve fund will be allocated as   
specified in the related prospectus supplement.                                 

55

S-3
293rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 293rd
With respect to any series with classes of senior and subordinated  
securities, the terms and priorities of the subordination may vary from those   
described in the preceding paragraphs. Any such variation will be described in  
the related prospectus supplement.                                              

Letter of Credit                                                                

      Any letter of credit for a series of securities will be issued by the bank
or financial institution specified in the related prospectus supplement. The    
specified bank will be obligated to honor drawings under the letter of credit in
an aggregate fixed dollar amount, net of unreimbursed payments under the letter 
of credit, equal to a specified percentage of the aggregate principal balance   
of:                                                                             

o     the mortgage loans on the related cut-off date, or            

o     one or more classes of securities.                            

   If specified in the related prospectus supplement, the letter of credit
may permit drawings in the event of losses not covered by insurance policies or 
other credit support, such as losses arising from damage not covered by standard
hazard insurance policies, losses resulting from the bankruptcy of a borrower   
and the application of certain provisions of the Bankruptcy Code, or losses     
resulting from denial of insurance coverage due to misrepresentations in        
connection with the origination of a mortgage loan. The amount available under  
the letter of credit will be reduced by the amount of unreimbursed payments     
under the letter of credit. The obligations of the bank issuing a letter of     
credit for any series of securities will expire at the earlier of the date      
specified in the related prospectus supplement or the termination of the trust  
fund. See "The Agreements-Termination: Optional Termination." A copy of any     
letter of credit for a series will be filed with the SEC as an exhibit to a     
Current Report on Form 8-K after the issuance of the securities of the related  
series.                                                                         

Mortgage Pool Insurance Policies                                                

    If specified in the related prospectus supplement relating to a mortgage
pool, a separate mortgage pool insurance policy will be obtained for the        
mortgage pool and issued by the insurer named in the prospectus supplement. Each
mortgage pool insurance policy will, subject to policy limitations, cover loss  
from default in payment on mortgage loans in the mortgage pool in an amount     
equal to a percentage specified in the prospectus supplement of the aggregate   
principal balance of the mortgage loans on the cut-off date that are not covered
as to their entire outstanding principal balances by primary mortgage insurance 
policies. As more fully described below, the servicer will present claims under 
the insurance to the pool insurer on behalf of itself, the trustee and the      
securityholders. The mortgage pool insurance policies, however, are not blanket 
policies against loss, since claims under them may be made only for particular  
defaulted mortgage loans and only upon satisfaction of conditions precedent in  
the policy. The applicable prospectus supplement may specify that mortgage pool 
insurance will cover the failure to pay or the denial of a claim under a primary
mortgage insurance policy, but if it does not, the mortgage pool insurance      
policies will not cover losses due to a failure to pay or denial of a claim     
under a primary mortgage insurance policy.                                      

In general, each mortgage pool insurance policy will provide that no
claims may be validly presented unless                                          

     o     any required primary mortgage insurance policy is in effect for the
           defaulted mortgage loan and a claim under it has been submitted and
settled;                                                

     o     hazard insurance on the related Property has been kept in force and
        real estate taxes and other protection and preservation expenses
have been paid;                                         

   o     if there has been physical loss or damage to the Property, it has
         been restored to its physical condition (reasonable wear and tear
excepted) at the time of issuance of the policy; and    

      o     the insured has acquired good and merchantable title to the Property
      free and clear of liens except certain permitted encumbrances.

56

S-3
294th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 294th
 Upon satisfaction of these conditions, the pool insurer will have the
option either to purchase the Property at a price equal to the principal balance
of the related mortgage loan plus accrued and unpaid interest at the mortgage   
rate to the date of the purchase and certain expenses incurred by the servicer  
on behalf of the trustee and securityholders or to pay the amount by which the  
sum of the principal balance of the defaulted mortgage loan plus accrued and    
unpaid interest at the mortgage rate to the date of payment of the claim and the
aforementioned expenses exceeds the proceeds received from an approved sale of  
the Property, in either case net of certain amounts paid or assumed to have been
paid under the related primary mortgage insurance policy. If any Property is    
damaged, and proceeds, if any, from the related hazard insurance policy or a    
special hazard insurance policy or policies maintained for a series are         
insufficient to restore the damaged property to a condition sufficient to permit
recovery under the mortgage pool insurance policy, the servicer will not be     
required to expend its own funds to restore the damaged property unless it      
determines that the restoration will increase the proceeds to securityholders on
liquidation of the mortgage loan after reimbursement of the servicer for its    
expenses and the expenses will be recoverable by it through proceeds of the sale
of the Property or proceeds of the related mortgage pool insurance policy or any
related primary mortgage insurance policy.                                      

The applicable prospectus supplement may specify that mortgage pool 
insurance will cover various origination and servicing defaults, but if it does 
not, then no mortgage pool insurance policy will insure (and many primary       
mortgage insurance policies do not insure) against loss sustained from a default
arising from, among other things, fraud or negligence in the origination or     
servicing of a mortgage loan, including misrepresentation by the mortgagor, the 
originator or persons involved in its origination, or failure to construct a    
Property in accordance with plans and specifications. A failure of coverage for 
one of these reasons will not ordinarily result in a breach of the related      
seller's representations and, in that case, will not result in an obligation on 
the part of the seller to cure or repurchase the defaulted mortgage loan. No    
mortgage pool insurance policy will cover (and many primary mortgage insurance  
policies do not cover) a claim with respect to a defaulted mortgage loan        
occurring when the servicer of the mortgage loan, at the time of default or     
thereafter, was not approved by the applicable insurer.                         

     The original amount of coverage under each mortgage pool insurance policy
will be maintained to the extent provided in the related prospectus supplement  
and may be reduced over the life of the related securities by the aggregate     
dollar amount of claims paid less the aggregate of the net amounts realized by  
the pool insurer upon disposition of all foreclosed properties. The applicable  
prospectus supplement may provide that the claims paid will be net of servicer  
expenses and accrued interest, but if it does not, then the amount of claims    
paid will include certain expenses incurred by the servicer as well as accrued  
interest on delinquent mortgage loans to the date of payment of the claim.      
Accordingly, if aggregate net claims paid under any mortgage pool insurance     
policy reach the original policy limit, coverage under that mortgage pool       
insurance policy will be exhausted and any further losses will be borne by the  
securityholders.                                                                

Special Hazard Insurance Policies                                               

 If specified in the related prospectus supplement, a separate special
hazard insurance policy will be obtained for the mortgage pool and will be      
issued by the insurer named in the prospectus supplement. Each special hazard   
insurance policy will, subject to policy limitations, protect holders of the    
related securities from loss caused by the application of the coinsurance clause
contained in hazard insurance policies and loss from damage to mortgaged        
properties caused by certain hazards not insured against under the standard form
of hazard insurance policy in the states where the mortgaged properties are     
located or under a flood insurance policy if the Property is located in a       
federally designated flood area. Some of the losses covered include earthquakes 
and, to a limited extent, tidal waves and related water damage or as otherwise  
specified in the related prospectus supplement. See "The Agreements--Hazard     
Insurance." No special hazard insurance policy will cover losses from fraud or  
conversion by the trustee or servicer, war, insurrection, civil war, certain    
governmental action, errors in design, faulty workmanship or materials (except  
under certain circumstances), nuclear or chemical reaction, flood (if the       
Property is located in a federally designated flood area), nuclear or chemical  
contamination and certain other risks. The amount of coverage under any special 
hazard insurance policy will be specified in the related prospectus supplement. 
Each special hazard insurance policy will provide that no claim may be paid     
unless hazard and, if applicable, flood insurance on the property securing the  
mortgage loan have been kept in force and other protection and preservation     
expenses have been paid.                                                        

57

S-3
295th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 295th
The applicable prospectus supplement may provide for other payment  
coverage, but if it does not, then, subject to these limitations, each special  
hazard insurance policy will provide that where there has been damage to        
property securing a foreclosed mortgage loan (title to which has been acquired  
by the insured) and to the extent the damage is not covered by the hazard       
insurance policy or flood insurance policy, if any, maintained by the mortgagor 
or the servicer, the special hazard insurer will pay the lesser of the cost of  
repair or replacement of the property or, upon transfer of the property to the  
special hazard insurer, the unpaid principal balance of the mortgage loan at the
time of acquisition of the property by foreclosure or deed in lieu of           
foreclosure, plus accrued interest to the date of claim settlement and certain  
expenses incurred by the servicer with respect to the property. If the unpaid   
principal balance of a mortgage loan plus accrued interest and certain expenses 
is paid by the special hazard insurer, the amount of further coverage under the 
related special hazard insurance policy will be reduced by that amount less any 
net proceeds from the sale of the property. Any amount paid to repair the       
property will further reduce coverage by that amount. So long as a mortgage pool
insurance policy remains in effect, the payment by the special hazard insurer of
the cost of repair or of the unpaid principal balance of the related mortgage   
loan plus accrued interest and certain expenses will not affect the total       
insurance proceeds paid to securityholders, but will affect the relative amounts
of coverage remaining under the related special hazard insurance policy and     
mortgage pool insurance policy.                                                 

  To the extent specified in the prospectus supplement, the servicer may
deposit cash, an irrevocable letter of credit, or any other instrument          
acceptable to each nationally recognized rating agency rating the securities of 
the related series at the request of the depositor in a special trust account to
provide protection in lieu of or in addition to that provided by a special      
hazard insurance policy. The amount of any special hazard insurance policy or of
the deposit to the special trust account relating to the securities may be      
reduced so long as the reduction will not result in a downgrading of the rating 
of the securities by a rating agency rating securities at the request of the    
depositor.                                                                      

Bankruptcy Bonds                                                                

   If specified in the related prospectus supplement, a bankruptcy bond to
cover losses resulting from proceedings under the federal Bankruptcy Code with  
respect to a mortgage loan will be issued by an insurer named in the prospectus 
supplement. Each bankruptcy bond will cover, to the extent specified in the     
related prospectus supplement, certain losses resulting from a reduction by a   
bankruptcy court of scheduled payments of principal and interest on a mortgage  
loan or a reduction by the court of the principal amount of a mortgage loan and 
will cover certain unpaid interest on the amount of a principal reduction from  
the date of the filing of a bankruptcy petition. The required amount of coverage
under each bankruptcy bond will be set forth in the related prospectus          
supplement. Coverage under a bankruptcy bond may be cancelled or reduced by the 
servicer if the cancellation or reduction would not adversely affect the then   
current rating or ratings of the related securities. See "Certain Legal Aspects 
of the Mortgage Loans--Anti-Deficiency Legislation and Other Limitations on     
Lenders."                                                                       

  To the extent specified in the prospectus supplement, the servicer may
deposit cash, an irrevocable letter of credit or any other instrument acceptable
to each nationally recognized rating agency rating the securities of the related
series at the request of the depositor in a special trust account to provide    
protection in lieu of or in addition to that provided by a bankruptcy bond. The 
amount of any bankruptcy bond or of the deposit to the special trust account    
relating to the securities may be reduced so long as the reduction will not     
result in a downgrading of the rating of the securities by a rating agency      
rating securities at the request of the depositor.                              

Reserve Fund                                                                    

     If so specified in the related prospectus supplement, credit support with
respect to a series of securities may be provided by one or more reserve funds  
held by the trustee, in trust, for the series of securities. The related        
prospectus supplement will specify whether a reserve fund will be included in   
the trust fund for a series.                                                    

   The reserve fund for a series will be funded by a deposit of cash, U.S.
Treasury securities or instruments evidencing ownership of principal or interest
payments on U.S. Treasury securities, letters of credit, demand notes,          
certificates of deposit, or a combination of them in an aggregate amount        
specified in the related prospectus supplement; by the deposit from time to time
of amounts specified in the related prospectus supplement to which the          
subordinated securityholders, if any, would otherwise be entitled; or in any    
other manner specified in the related prospectus supplement.                    

58

S-3
296th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 296th
    Any amounts on deposit in the reserve fund and the proceeds of any other
instrument deposited in it upon maturity will be held in cash or will be        
invested in permitted investments. The applicable prospectus supplement may     
specify a different definition of permitted investments, but if it does not,    
then permitted investments will include obligations of the United States and    
specified agencies of the United States, certificates of deposit, specified     
commercial paper, time deposits and bankers acceptances sold by eligible        
commercial banks, and specified repurchase agreements for United States         
government securities with eligible commercial banks. If a letter of credit is  
deposited with the trustee, the letter of credit will be irrevocable. Generally,
any deposited instrument will name the trustee, in its capacity as trustee for  
the securityholders, as beneficiary and will be issued by an entity acceptable  
to each rating agency that rates the securities at the request of the depositor.
Additional information about the instruments deposited in the reserve funds will
be set forth in the related prospectus supplement.                              

     Any amounts so deposited and payments on instruments so deposited will be
available for withdrawal from the reserve fund for distribution to the          
securityholders for the purposes, in the manner and at the times specified in   
the related prospectus supplement.                                              

Cross Support                                                                   

If specified in the related prospectus supplement, the beneficial   
ownership of separate groups of assets included in a trust fund may be evidenced
by separate classes of the related series of securities. In that case, credit   
support may be provided by a cross support feature that requires that           
distributions be made on securities evidencing a beneficial ownership interest  
in other asset groups within the same trust fund. The related prospectus        
supplement for a series that includes a cross support feature will describe the 
manner and conditions for applying the cross support feature.                   

    If specified in the related prospectus supplement, the coverage provided
by one or more forms of credit support may apply concurrently to two or more    
related trust funds. If applicable, the related prospectus supplement will      
identify the trust funds to which the credit support relates and the manner of  
determining the amount of the coverage provided by it and of the application of 
the coverage to the identified trust funds.                                     

Insurance Policies, Surety Bonds and Guaranties                                 

   If so provided in the prospectus supplement for a series of securities,
deficiencies in amounts otherwise payable on the securities or certain of their 
classes will be covered by insurance policies or surety bonds provided by one or
more insurance companies or sureties. These instruments may cover timely        
distributions of interest or full distributions of principal or both on the     
basis of a schedule of principal distributions set forth in or determined in the
manner specified in the related prospectus supplement. In addition, if specified
in the related prospectus supplement, a trust fund may also include bankruptcy  
bonds, special hazard insurance policies, other insurance or guaranties for the 
purpose of maintaining timely payments or providing additional protection       
against losses on the assets included in the trust fund, paying administrative  
expenses, or establishing a minimum reinvestment rate on the payments made on   
the assets or principal payment rate on the assets. If specified in the related 
prospectus supplement, the trust fund may include a guaranteed investment       
contract pursuant to which the trust fund is entitled to receive specified      
payments for a period of time. These arrangements may include agreements under  
which securityholders are entitled to receive amounts deposited in various      
accounts held by the trustee on the terms specified in the prospectus           
supplement.                                                                     

Over-Collateralization                                                          

   If provided in the prospectus supplement for a series, a portion of the
interest payment on each mortgage loan may be applied as an additional          
distribution in respect of principal to reduce the principal balance of a       
particular class or classes of securities and, thus, accelerate the rate of     
principal payments on the specified class or classes. Reducing the principal    
balance of the securities without a corresponding reduction in the principal    
balance of the underlying mortgage loans will result in over-collateralization  
and additional protection to the securityholders as specified in the related    
prospectus supplement. If so specified in the related prospectus supplement,    
overcollateralization may also be provided for on the date of issuance of       
securities by the issuance of all classes of securities in an initial aggregate 
principal amount that is less than the aggregate principal amount of the Trust  
Fund                                                                            

59

S-3
297th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 297th
Assets in the related trust fund. Additionally, some of the excess cash flow may
be applied to make distributions to holders of securities to which losses have  
been allocated up to the amount of the losses that were allocated.              

     If provided in the prospectus supplement for a series, during a revolving
period designated therein, the portion of interest payments collected on home   
equity line of credit loans may be applied to purchase additional home equity   
line of credit loans so that the level of overcollateralization represented by  
the amount by which the outstanding principal balances of the home equity line  
of credit loans exceed the outstanding principal balances of the securities will
be maintained at a level specified in the prospectus supplement.                

Financial Instruments                                                           

 If specified in the related prospectus supplement, the trust fund may
include one or more interest rate or currency swap arrangements or similar      
financial instruments that are used to alter the payment characteristics of the 
mortgage loans or the securities issued by the trust fund and whose primary     
purpose is not to provide credit enhancement related to the assets in the trust 
fund or the securities issued by the trust fund. The primary purpose of a       
currency swap arrangement will be to convert payments to be made on the mortgage
loans or the securities issued by the trust fund from one currency into another 
currency, and the primary purpose of an interest rate swap arrangement or other 
financial instrument will be one or more of the following:                      

      o     convert the payments on some or all of the mortgage loans from fixed
         to floating payments, or from floating to fixed, or from floating
      based on a particular interest rate index to floating based on
another interest rate index;                            

    o     provide payments in the event that any interest rate index related
         to the loans or the securities issued by the trust rises above or
falls below specified levels; or                        

    o     provide protection against interest rate changes, certain types of
          losses, including reduced market values, or the payment shortfalls
to one or more classes of the related series..          

If a trust fund includes financial instruments of this type, the    
instruments may be structured to be exempt from the registration requirements of
the Securities Act. If applicable, a copy of any instrument for a series will be
filed with the SEC as an exhibit to a Current Report on Form 8-K to be filed    
with the SEC after the issuance of the securities of the related series.        

Deposit Agreements                                                              

    If specified in a prospectus supplement, the depositor or the seller and
the trustee for a series of securities will enter into a deposit agreement with 
the entity specified in such prospectus supplement on or before the sale of that
series of securities. Pursuant to the deposit agreement, all or a portion of the
amounts held in the collection account, the distribution account or in any      
reserve fund would be invested with the entity specified in the prospectus      
supplement. The purpose of a deposit agreement would be to accumulate available 
cash for investment so that the cash, together with income thereon, can be      
applied to future distributions on one or more classes of securities. The       
trustee would be entitled to withdraw amounts invested pursuant to a deposit    
agreement, plus interest at a rate equal to the assumed reinvestment rate, in   
the manner specified in the prospectus supplement. The prospectus supplement for
a series of securities pursuant to which a deposit agreement is used will       
contain a description of the terms of such deposit agreement.                   

 Yield and Prepayment Considerations

    The yields to maturity and weighted average lives of the securities will
be affected primarily by the amount and timing of principal payments received on
or in respect of the Trust Fund Assets included in the related trust fund. The  
original terms to maturity of the underlying mortgage loans of the Trust Fund   
Assets in a given mortgage pool will vary depending upon the type of mortgage   
loans included in it, and each prospectus supplement will contain information   
about the type and maturities of the loans in the related pool or securing      
Mortgage-Backed Securities. The applicable prospectus supplement may indicate   
that some mortgage loans provide for prepayment charges or limit prepayments    
thereof, but if it does not, then the mortgage loans may be prepaid without     
penalty in                                                                      

60

S-3
298th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 298th
full or in part at any time. The prepayment experience on the underlying        
mortgage loans of the Trust Fund Assets will affect the weighted average lives  
of the related securities.                                                      

The rate of prepayment on the mortgage loans cannot be predicted.   
Closed-end second-lien loans, home equity line of credit loans and home         
improvement contracts have been originated in significant volume only during the
past few years and, with respect to any such loans originated by an affiliate   
thereof, the depositor is not aware of any publicly available studies or        
statistics on the respective prepayment rates of such loans. [IndyMac: any      
updates?] Generally, borrowers do not view closed-end second-lien loans, home   
equity line of credit loans and home improvement contracts as permanent         
financing. Accordingly, those loans may experience a higher prepayment rate than
traditional first-lien mortgage loans. On the other hand, because home equity   
line of credit loans generally are not fully amortizing, the absence of         
voluntary borrower prepayments could cause principal payment rates to be similar
to, or lower than, the rates associated with traditional fully-amortizing       
first-lien mortgage loans.                                                      

    A number of factors may affect the prepayment experience of the mortgage
loans, including general economic conditions, prevailing interest rates, the    
availability of alternative financing, homeowner mobility and the frequency and 
amount of future draws on any home equity lines of credit. Other factors that   
might affect the prepayment rate of closed-end second-lien loans, home equity   
line of credit loans or home improvement contracts include the amount of, and   
interest rates on, the related senior loans, and the fact that subordinate loans
are generally used for shorter-term financing for a variety of purposes,        
including home improvement, education expenses and purchases of consumer goods  
such as automobiles. In addition, any future limitations on borrowers' right to 
deduct interest payments on closed-end second-lien loans, home equity line of   
credit loans or any other type of mortgage loan for federal income tax purposes 
may further increase the rate of prepayments of the mortgage loans. The         
enforcement of a due-on-sale provision (described below) will have the same     
effect as a prepayment of the related loan. See "Certain Legal Aspects of the   
Loans-Due-on-Sale Clauses." If you buy securities in the secondary market at a  
price other than par, your yield may vary from the yield you anticipated if the 
prepayment rate on the loans is different from the rate you anticipated when you
bought the securities.                                                          

   Collections on home equity line of credit loans may vary because, among
other things, borrowers may:                                                    

    o     make payments as low as the minimum monthly payment for any month,

     o     make payments consisting only of the interest, fees and charges for
      a given month during the interest-only period for certain home
           equity line of credit loans (and, in more limited circumstances, in
           the case of closed-end second-lien loans for which an interest-only
payment option has been selected), or                   

   o     make payments as high as the entire outstanding principal balance
      plus accrued interest, fees and charges on that mortgage loan.

   In addition, borrowers may fail to make the required periodic payments.
Collections on the mortgage loans also may vary due to seasonal purchasing and  
borrowers' payment habits.                                                      

    The applicable prospectus supplement may indicate that some conventional
mortgage loans do not have due-on-sale provisions, but if it does not, then all 
conventional mortgage loans will contain due-on-sale provisions permitting the  
mortgagee to accelerate the maturity of the loan upon sale or specified         
transfers by the mortgagor of the underlying Property. Mortgage loans insured by
the FHA and mortgage loans partially guaranteed by the VA are assumable with the
consent of the FHA and the VA, respectively. Thus, the rate of prepayments on   
those mortgage loans may be lower than that on conventional mortgage loans      
bearing comparable interest rates. The servicer generally will enforce any      
due-on-sale or due-on-encumbrance clause, to the extent it has knowledge of the 
conveyance or further encumbrance or the proposed conveyance or proposed further
encumbrance of the Property and reasonably believes that it is entitled to do so
under applicable law. However, the servicer will not take any enforcement action
that would impair or threaten to impair any recovery under any related insurance
policy. See "The Agreements--Collection Procedures" and "Certain Legal Aspects  
of the Mortgage Loans" for a description of certain provisions of each agreement
and certain legal developments that may affect the prepayment experience on the 
mortgage loans.                                                                 

61

S-3
299th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 299th
 The rate of prepayments of conventional mortgage loans has fluctuated
significantly in recent years. In general, if prevailing rates fall             
significantly below the mortgage rates borne by the mortgage loans, the mortgage
loans are likely to be subject to higher prepayment rates than if prevailing    
interest rates remain at or above those mortgage rates. Conversely, if          
prevailing interest rates rise appreciably above the mortgage rates borne by the
mortgage loans, the mortgage loans are likely to experience a lower prepayment  
rate than if prevailing rates remain at or below those mortgage rates. However, 
there can be no assurance that this will be the case.                           

When a full prepayment is made on a mortgage loan, the mortgagor is 
charged interest on the principal amount of the mortgage loan prepaid only for  
the number of days in the month actually elapsed up to the date of the          
prepayment rather than for a full month. Thus, in most instances, the effect of 
prepayments in full will be to reduce the amount of interest passed through in  
the following month to securityholders. Partial prepayments in a given month may
be applied to the outstanding principal balances of the mortgage loans so       
prepaid in the month of receipt or the month following receipt. In the latter   
case, partial prepayments will not reduce the amount of interest passed through 
in the month. In the latter case, partial prepayments will not reduce the amount
of interest passed through or paid in that month. Unless the related prospectus 
supplement provides otherwise, neither full nor partial prepayments will be     
passed through or paid until the month following receipt.                       

  Even if the Properties underlying the mortgage loans held in the trust
fund or securing Mortgage-Backed Securities provide adequate security for the   
mortgage loans, substantial delays could occur before defaulted loans are       
liquidated and their proceeds are forwarded to investors. Property foreclosure  
actions are regulated by state statutes and rules and are subject to many of the
delays and expenses of other lawsuits if defenses or counterclaims are made,    
sometimes requiring several years to complete. In addition, in some states, if  
the proceeds of the foreclosure are insufficient to repay the loan, the borrower
is not liable for the deficit. If a borrower defaults, these restrictions may   
impede the servicer's ability to dispose of the property and obtain sufficient  
proceeds to repay the loan in full. In addition, the servicer will be entitled  
to deduct from liquidation proceeds all expenses reasonably incurred in         
attempting to recover on the defaulted loan, including payments to senior       
lienholders, legal fees and costs, real estate taxes, and property maintenance  
and preservation expenses.                                                      

  Liquidation expenses of defaulted loans generally do not vary directly
with the outstanding principal balance of the loan at the time of default.      
Therefore, if a servicer takes the same steps for a defaulted loan having a     
small remaining principal balance as it does for a defaulted loan having a large
remaining principal balance, the amount realized after expenses is a smaller    
percentage of the outstanding principal balance of the small loan than it is for
the defaulted loan with a large remaining principal balance.                    

   State laws generally regulate interest rates and other charges, require
certain disclosures, and require licensing of loan originators and servicers. In
addition, most states have other laws and public policies for the protection of 
consumers that prohibit unfair and deceptive practices in the origination,      
servicing and collection of loans. Depending on the particular law and the      
specific facts involved, violations may limit the ability of the servicer to    
collect all or part of the principal or interest on the underlying loans held in
the trust fund or securing Mortgage-Backed Securities. In some cases, the       
borrower may even be entitled to a refund of amounts previously paid. In        
addition, damages and administrative sanctions could be imposed on the servicer.

      If the rate at which interest is passed through or paid to securityholders
is calculated on a loan-by-loan basis, disproportionate principal prepayments   
among loans with different Loan Rates will affect the yields on those           
securities. In most cases, the effective yield to securityholders will be lower 
than the yield otherwise produced by the applicable pass-through rate or        
interest rate and purchase price, because although interest will accrue on each 
loan from the first day of the month (unless the related prospectus supplement  
provides otherwise), the interest will not be distributed until the month       
following the month of accrual. In the case of securities backed by             
Mortgage-Backed Securities, the interest accrued on loans securing such         
Mortgage-Backed Securities will generally not be distributed until several      
months following the month of accrual on such underlying mortgage loans.        

      Under specified circumstances, the servicer or the holders of the residual
interests in a REMIC or any person specified in the related prospectus          
supplement may have the option to purchase the assets of a trust fund thereby   
effecting earlier retirement of the related series of securities. See "The      
Agreements--Termination; Optional Termination."                                 

62

S-3
300th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 300th
     Factors other than those identified in this prospectus and in the related
prospectus supplement could significantly affect principal prepayments at any   
time and over the lives of the securities. The relative contribution of the     
various factors affecting prepayment may also vary from time to time. There can 
be no assurance as to the rate of payment of principal of the Trust Fund Assets 
at any time or over the lives of the securities.                                

     The prospectus supplement relating to a series of securities will discuss
in greater detail the effect of the rate and timing of principal payments       
(including principal prepayments), delinquencies and losses on the yield,       
weighted average lives and maturities of the securities.                        

Prepayment Standards or Models                                                  

     Prepayments on loans can be measured relative to a prepayment standard or
model. The prospectus supplement for a series of securities will describe the   
prepayment standard or model, if any, used and may contain tables setting forth 
the projected weighted average life of each class of securities of that series  
and the percentage of the original principal amount of each class of securities 
of that series that would be outstanding on specified distribution dates for    
that series based on the assumptions stated in the prospectus supplement,       
including assumptions that prepayments on the loans or underlying loans, as     
applicable, included in the related trust fund are made at rates corresponding  
to various percentages of the prepayment standard or model specified in the     
prospectus supplement.                                                          

      We can give no assurance that prepayment of the loans or underlying loans,
as applicable, included in the related trust fund will conform to any level of  
any prepayment standard or model specified in the related prospectus supplement.
The rate of principal prepayments on pools of loans is influenced by a variety  
of economic, demographic, geographic, legal, tax, social and other factors.     

Yield                                                                           

     The yield to an investor who purchases securities in the secondary market
at a price other than par will vary from the anticipated yield if the rate of   
prepayment on the loans is actually different than the rate anticipated by the  
investor at the time the securities were purchased.                             

     The prospectus supplement relating to a series of securities will discuss
in greater detail the effect of the rate and timing of principal payments       
(including prepayments), delinquencies and losses on the yield, weighted average
lives and maturities of the securities.                                         

The Agreements

      The following is a discussion of the material provisions of each agreement
that are not described elsewhere in this prospectus. Where particular provisions
or terms used in the agreements are referred to, the provisions or terms are as 
specified in the related agreement.                                             

Assignment of Trust Fund Assets                                                 

Assignment of the Mortgage Loans. At the time of issuance of the    
securities of a series, the depositor will cause the mortgage loans comprising  
the related trust fund to be assigned to the trustee, together with all         
principal and interest received by or on behalf of the depositor on or with     
respect to the mortgage loans after the cut-off date, other than principal and  
interest due on or before the cut-off date and other than any retained interest 
specified in the related prospectus supplement. The trustee will, concurrently  
with the assignment, deliver the securities to the depositor in exchange for the
mortgage loans. Each mortgage loan will be identified in a schedule appearing as
an exhibit to the related agreement. The schedule will include information as to
the outstanding principal balance of each mortgage loan after application of    
payments due on the cut-off date, as well as information regarding the mortgage 
rate, the current scheduled monthly payment of principal and interest, the      
maturity of the loan, the Loan-to-Value Ratios or Combined Loan-to-Value Ratios,
as applicable, at origination and other specified information.                  

   In addition, the depositor will deliver or cause to be delivered to the
trustee (or to the custodian) for each mortgage loan                            

63

S-3
301st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 301st
      o     the mortgage note endorsed without recourse in blank or to the order
            of the trustee, except that the depositor may deliver or cause to be
        delivered a lost note affidavit in lieu of any original mortgage
note that has been lost,                                

    o     the mortgage, deed of trust or similar instrument with evidence of
            recording indicated on it (except for any mortgage not returned from
     the public recording office, in which case the depositor will
        deliver or cause to be delivered a copy of the mortgage together
          with a certificate that the original of the mortgage was delivered
          to the recording office or some other arrangement will be provided
for),                                                   

     o     an assignment of the mortgage to the trustee in recordable form and

  o     any other security documents specified in the related prospectus
         supplement or the related agreement, including security documents
relating to any senior interests in the property.       

The applicable prospectus supplement may provide other arrangements for assuring
the priority of the assignments, but if it does not, then the depositor will    
promptly cause the assignments of the related loans to be recorded in the       
appropriate public office for real property records, except in states in which  
in the opinion of counsel recording is not required to protect the trustee's    
interest in the loans against the claim of any subsequent transferee or any     
successor to or creditor of the depositor or the originator of the loans.       

With respect to any mortgage loans that are cooperative loans, the  
depositor will cause to be delivered to the trustee                             

    o     the related original cooperative note endorsed without recourse in
           blank or to the order of the trustee (or, to the extent the related
            pooling and servicing agreement so provides, a lost note affidavit),

o     the original security agreement,                              

o     the proprietary lease or occupancy agreement,                 

o     the recognition agreement,                                    

o     an executed financing agreement and                           

    o     the relevant stock certificate, related blank stock powers and any
      other document specified in the related prospectus supplement.

The depositor will cause to be filed in the appropriate office an   
assignment and a financing statement evidencing the trustee's security interest 
in each cooperative loan.                                                       

      For any loans that are closed-end second-lien loans or home equity line of
credit loans, the applicable prospectus supplement will specify whether the     
documents relating to those loans will have to be delivered to the trustee (or a
custodian) and whether assignments of the related mortgage to the trustee will  
be recorded. If documents need not be delivered, the servicer will retain them. 

    For any home improvement contracts, the applicable prospectus supplement
will specify whether the documents relating to those contracts will have to be  
delivered to the trustee (or a custodian). However, unless specified in the     
related prospectus supplement, the depositor will not deliver to the trustee the
original mortgage securing a home improvement contract. In order to give notice 
of the right, title and interest of securityholders to the home improvement     
contracts, the depositor will cause a UCC-1 financing statement to be executed  
by the depositor or the seller, identifying the trustee as the secured party and
identifying all home improvement contracts as collateral. Unless otherwise      
specified in the related prospectus supplement, the home improvement contracts  
will not be stamped or otherwise marked to reflect their assignment to the      
trustee. Therefore, if, through negligence, fraud or otherwise, a subsequent    
purchaser takes physical possession of the home improvement contracts without   
notice of the assignment, the securityholders' interest in the home improvement 
contracts could be defeated. See "Certain Legal Aspects of the Loans-The Home   
Improvement Contracts."                                                         

64

S-3
302nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 302nd
The trustee (or the custodian) will review the loan documents after 
receiving them, within the time period specified in the related prospectus      
supplement, and will hold the documents in trust for the benefit of the         
securityholders. Generally, if a document is found to be missing or defective in
any material respect, the trustee (or custodian) will notify the servicer and   
the depositor, and the servicer will notify the related seller. If, after       
receiving notice, the seller cannot cure the omission or defect within the time 
period specified in the related prospectus supplement, and such omission or     
defect materially and adversely affects the interests of the securityholders in 
the related mortgage loan, it will be obligated to:                             

o     purchase the related mortgage loan from the trust fund at the 
Purchase Price or,                                      

o     if specified in the related prospectus supplement, replace the
     mortgage loan with another mortgage loan that meets specified
requirements.                                           

 There can be no assurance that a seller will fulfill this purchase or
substitution obligation. Although the servicer may be obligated to enforce the  
seller's obligation, the servicer will not be obligated to purchase or replace  
the loan if the seller defaults on its obligation (nor will the servicer        
otherwise be obligated to purchase or replace any loan for any other reason).   
See "Loan Program-Representations by Sellers; Repurchases" in this prospectus.  
The applicable prospectus supplement may provide other remedies, but if it does 
not, then this obligation of the seller constitutes the sole remedy available to
the securityholders or the trustee for omission of, or a material defect in, a  
constituent document.                                                           

      Notwithstanding the repurchase obligations described above, no purchase or
substitution of a loan will be made with respect to a trust fund for which a    
REMIC election is to be made if the purchase or substitution would result in a  
prohibited transaction tax under the Code (unless the servicer or a holder of   
the related residual certificate otherwise pays that tax from its own funds).   
See "Loan Program-Representations by Sellers; Repurchases."                     

The trustee will be authorized to appoint a custodian pursuant to a 
custodial agreement to maintain possession of and, if applicable, to review the 
documents relating to the mortgage loans as agent of the trustee.               

      Notwithstanding these provisions, unless the related prospectus supplement
otherwise provides, no mortgage loan will be purchased from a trust fund for    
which a REMIC election is to be made if the purchase would result in a          
prohibited transaction tax under the Code.                                      

     Although the depositor has expressed in the agreement its intent to treat
the conveyance of the loans as a sale, the depositor will also grant to the     
trustee (or trust, in the case of a series with both notes and certificates) a  
security interest in the loans. This security interest is intended to protect   
the interests of the securityholders if a bankruptcy court were to characterize 
the depositor's transfer of the loans as a borrowing by the depositor secured by
a pledge of the loans as described under "Risk Factors - Bankruptcy or          
Insolvency May Affect the Timing and Amount of Distributions on the Securities."
In the event that a bankruptcy court were to characterize the transaction as a  
borrowing by the depositor, that borrowing would be secured by the loans in     
which the depositor granted a security interest to the trustee. The depositor   
has agreed to take those actions that are necessary to maintain the security    
interest granted to the trustee as a first priority, perfected security interest
in the loans, including the filing of Uniform Commercial Code financing         
statements, if necessary.                                                       

Assignment of Agency Securities. The depositor will cause the Agency
Securities to be registered in the name of the trustee or its nominee, and the  
trustee concurrently will execute, countersign and deliver the securities. Each 
Agency Security will be identified in a schedule appearing as an exhibit to the 
related agreement, which will specify as to each Agency Security the original   
principal amount and outstanding principal balance as of the cut-off date, the  
annual pass-through rate and the maturity date.                                 

      Assignment of Private Mortgage-Backed Securities. The depositor will cause
the Private Mortgage-Backed Securities to be registered in the name of the      
trustee. The trustee (or the custodian) will have possession of any certificated
Private Mortgage-Backed Securities. Generally, the trustee will not be in       
possession of or be assignee of record of any underlying assets for a Private   
Mortgage-Backed Security. See "The Trust Fund--Private Mortgage-Backed          
Securities." Each Private Mortgage-Backed Security will be identified in a      
schedule appearing as an exhibit to the related pooling and servicing agreement 
which will specify the original principal amount, outstanding                   

65

S-3
303rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 303rd
principal balance as of the cut-off date, annual pass-through rate or interest  
rate and maturity date and other specified pertinent information for each       
Private Mortgage-Backed Security conveyed to the trustee.                       

   Payments on Trust Fund Assets; Deposits to Security Account

   The servicer will establish and maintain or cause to be established and
maintained for the related trust fund a separate account or accounts for the    
collection of payments on the related Trust Fund Assets in the trust fund (the  
"Security Account"). The applicable prospectus supplement may provide for other 
requirements for the Security Account, but if it does not, then the Security    
Account must be one of the following:                                           

   o     maintained with a depository institution the short-term unsecured
            debt obligations of which are rated in the highest short-term rating
category by the nationally recognized statistical rating
          organizations that rated one or more classes of the related series
          of securities at the request of the depositor, or in the case of a
            depository institution that is the principal subsidiary of a holding
           company, the short-term debt obligations of the holding company are
so rated,                                               

      o     an account or accounts the deposits in which are insured by the FDIC
          or SAIF to the limits established by the FDIC or the SAIF, and the
       uninsured deposits in which are otherwise secured such that, as
            evidenced by an opinion of counsel, the securityholders have a claim
        with respect to the funds in the Security Account or a perfected
            first priority security interest against any collateral securing the
       funds that is superior to the claims of any other depositors or
      general creditors of the depository institution with which the
Security Account is maintained,                         

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

   o     an account or accounts otherwise acceptable to each rating agency
          that rated one or more classes of the related series of securities
at the request of the depositor.                        

The collateral eligible to secure amounts in the Security Account is
limited to defined permitted investments. A Security Account may be maintained  
as an interest bearing account or the funds held in it may be invested pending  
each succeeding distribution date in defined permitted investments. To the      
extent provided in the related prospectus supplement, the servicer or its       
designee will be entitled to receive the interest or other income earned on     
funds in the Security Account as additional compensation and will be obligated  
to deposit in the Security Account the amount of any loss immediately as        
realized. The Security Account may be maintained with the servicer or with a    
depository institution that is an affiliate of the servicer, provided it meets  
the standards set forth above.                                                  

   Unless otherwise indicated in the applicable prospectus supplement, the
servicer will deposit or cause to be deposited in the Security Account for each 
trust fund on a daily basis, to the extent applicable and unless the related    
prospectus supplement provides for a different deposit arrangement, the         
following payments and collections received or advances made by or on behalf of 
it after the cut-off date (other than payments due on or before the cut-off date
and exclusive of any amounts representing any retained interest specified in the
related prospectus supplement):                                                 

o     all payments on account of principal, including principal     
           prepayments and, if specified in the related prospectus supplement,
prepayment charges, on the mortgage loans;              

   o     all payments on account of interest on the mortgage loans, net of
applicable servicing compensation;                      

o     all proceeds (net of unreimbursed payments of property taxes, 
           insurance premiums and similar items ("Insured Expenses") incurred,
      and unreimbursed advances made, by the servicer) of the hazard
          insurance policies and any primary mortgage insurance policies, to
         the extent the proceeds are not applied to the restoration of the
    property or released to the mortgagor in accordance with the
         servicer's normal servicing procedures and all other cash amounts
 (net of unreimbursed expenses incurred in connection with
     liquidation or foreclosure and unreimbursed advances, if any)
   received and retained in connection with the liquidation of
            defaulted mortgage loans, by foreclosure or otherwise, together with

66

S-3
304th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 304th
        any net proceeds received on a monthly basis with respect to any
           properties acquired on behalf of the securityholders by foreclosure
or deed in lieu of foreclosure;                         

  o     all proceeds of any mortgage loan or property in respect thereof
           purchased by the servicer, the depositor or any seller as described
 under "Mortgage Loan Program--Representations by Sellers;
         Repurchases" or "The Agreements--Assignment of Trust Fund Assets"
            above and all proceeds of any mortgage loan repurchased as described
  under "The Agreements--Termination; Optional Termination";

    o     all payments required to be deposited in the Security Account with
        respect to any deductible clause in any blanket insurance policy
described under "--Hazard Insurance";                   

   o     any amount required to be deposited by the servicer in connection
           with losses realized on investments for the benefit of the servicer
          of funds held in the Security Account and, to the extent specified
         in the related prospectus supplement, any payments required to be
   made by the servicer in connection with prepayment interest
shortfalls; and                                         

    o     all other amounts required to be deposited in the Security Account
pursuant to the pooling and servicing agreement.        

Unless otherwise specified in the related prospectus supplement, the
servicer (or the depositor, as applicable) may from time to time direct the     
institution that maintains the Security Account to withdraw funds from the      
Security Account for the following purposes:                                    

    o     to pay to the servicer the servicing fees described in the related
        prospectus supplement, the servicing fees (subject to reduction)
            and, as additional servicing compensation, earnings on or investment
           income with respect to funds in the amounts in the Security Account
credited thereto;                                       

    o     to reimburse the servicer for advances, the right of reimbursement
           with respect to any mortgage loan being limited to amounts received
            that represent late recoveries of payments of principal and interest
           on the mortgage loan (or insurance proceeds or liquidation proceeds
           from the mortgage loan) with respect to which the advance was made;

     o     to reimburse the servicer for any advances previously made that the
servicer has determined to be nonrecoverable;           

o     to reimburse the servicer from insurance proceeds not used to 
      restore the property for expenses incurred by the servicer and
covered by the related insurance policies;              

o     to reimburse the servicer for (a) unpaid servicing fees and   
     unreimbursed out-of-pocket costs and expenses incurred by the
           servicer in the performance of its servicing obligations, the right
            of reimbursement being limited to amounts received representing late
           recoveries of the payments for which the advances were made and (b)
      unreimbursed out-of-costs and expenses incurred for which such
            advances are not recoverable from the borrower under applicable law;

o     to pay to the servicer, with respect to each mortgage loan or 
           property acquired in respect thereof that has been purchased by the
     servicer pursuant to the pooling and servicing agreement, all
          amounts received on them and not taken into account in determining
the principal balance of the repurchased mortgage loan; 

      o     to reimburse the servicer, the depositor or other party specified in
   the related prospectus supplement for expenses incurred and
reimbursable pursuant to the related agreement;         

o     to pay any lender-paid primary mortgage insurance premium;    

   o     to withdraw any amount deposited in the Security Account that was
not required to be deposited in it; and                 

67

S-3
305th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 305th
     o     to clear and terminate the Security Account upon termination of the
related agreement.                                      

      In addition, the related prospectus supplement will generally provide that
on or before the business day preceding each distribution date, the servicer    
shall withdraw from the Security Account the amount of Available Funds and the  
trustee fee for the distribution date, to the extent on deposit, for deposit in 
an account maintained by the trustee for the related series of securities.      

  Unless otherwise specified in the related prospectus supplement, aside
from the annual compliance review and servicing criteria assessment and         
accompanying accountants' attestation, there is no independent verification of  
the transaction accounts or the transaction activity. The servicer is required  
to provide an annual certification to the effect that the servicer has fulfilled
its obligations under the related agreement throughout the preceding year, as   
well as an annual assessment and an accompanying accountants' attestation as to 
its compliance with applicable servicing criteria. See " - Evidence as to       
Compliance."                                                                    

Pre-Funding Account                                                             

If specified in the related prospectus supplement, the servicer will
establish and maintain a pre-funding account, in the name of the related trustee
on behalf of the related securityholders, into which the depositor will deposit 
the pre-funded amount in cash on the related closing date. The pre-funding      
account will be maintained with the trustee for the related series of securities
and is designed solely to hold funds that the trustee will use during the       
funding period to pay the purchase price for subsequent loans to the depositor. 
Monies on deposit in the pre-funding account will not be available to cover     
losses on or in respect of the related loans. The pre-funded amount will not    
exceed 50% of the initial aggregate principal amount of the certificates and    
notes of the related series. The applicable trustee will use the pre-funded     
amount to purchase subsequent loans from the depositor from time to time during 
the funding period. Each funding period will begin on the related closing date  
and will end on the date specified in the related prospectus supplement (or at  
the latest, one year after the related closing date). Monies on deposit in the  
pre-funding account may be invested in permitted investments under the          
circumstances and in the manner described in the related agreement. Investment  
earnings on funds in a pre-funding account will be deposited into the related   
Security Account or other trust account specified in the related prospectus     
supplement. Any investment losses will be charged against the funds on deposit  
in the pre-funding account. Any amounts remaining in the pre-funding account at 
the end of the funding period will be distributed to the related securityholders
in the manner and priority specified in the related prospectus supplement, as a 
prepayment of principal of the related securities.                              

 In addition, if provided in the related prospectus supplement, on the
closing date for the related series, the depositor will deposit in an account   
(the "Capitalized Interest Account") cash in an amount needed to cover          
shortfalls in interest on the related series of securities that may arise by    
using the pre-funding account as described above. The Capitalized Interest      
Account will be maintained with the trustee for the related series of securities
and is designed solely to cover those interest shortfalls. Monies on deposit in 
the Capitalized Interest Account will not be available to cover losses on or in 
respect of the related loans. If the entire amount on deposit in a Capitalized  
Interest Account has not been used to cover shortfalls in interest on the       
related series of securities by the end of the related funding period, any      
amounts remaining in that Capitalized Interest Account will be paid to the      
depositor.                                                                      

Collection Procedures                                                           

    The servicer will make reasonable efforts to collect all payments called
for under the mortgage loans and will, consistent with each pooling and         
servicing agreement and any mortgage pool insurance policy, primary mortgage    
insurance policy, FHA insurance, VA guaranty and bankruptcy bond or alternative 
arrangements, follow the collection procedures it customarily follows for       
mortgage loans that are comparable to the mortgage loans.                       

  Consistent with the above and pursuant to the authority granted to the
servicer in the related agreement, the servicer may, in its discretion, waive   
any assumption fee, late payment or other charge in connection with a mortgage  
loan and arrange with a mortgagor a schedule for the liquidation of             
delinquencies to the extent not inconsistent with the coverage of the mortgage  
loan by a mortgage pool insurance policy, primary mortgage insurance policy, FHA
insurance, VA guaranty or bankruptcy bond or alternative arrangements, if       
applicable. To the extent the servicer is obligated to make or to cause to be   
made advances, the obligation will remain during any                            

68

S-3
306th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 306th
period of such an arrangement. Notwithstanding the foregoing, in connection with
a defaulted mortgage loan, the servicer, consistent with the standards set forth
in the pooling and servicing agreement, sale and servicing agreement or         
servicing agreement, as applicable, may 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 securityholders (taking into account any estimated loss    
that might result absent such action).                                          

   The applicable prospectus supplement may provide for other alternatives
regarding due-on-sale clauses, but if it does not, then in any case in which    
property securing a conventional mortgage loan has been, or is about to be,     
conveyed by the mortgagor, the servicer will, to the extent it has knowledge of 
the conveyance or proposed conveyance, exercise or cause to be exercised its    
rights to accelerate the maturity of the mortgage loan under any due-on-sale    
clause applicable to it, but only if permitted by applicable law and the        
exercise will not impair or threaten to impair any recovery under any related   
primary mortgage insurance policy. If these conditions are not met or if the    
servicer reasonably believes it is unable under applicable law to enforce the   
due-on-sale clause or if the mortgage loan is insured by the FHA or partially   
guaranteed by the VA, the servicer will enter into or cause to be entered into  
an assumption and modification agreement with the person to whom the property   
has been or is about to be conveyed, pursuant to which that person becomes      
liable for repayment of the mortgage loan and, to the extent permitted by       
applicable law, the mortgagor also remains liable on it. Any fee collected by or
on behalf of the servicer for entering into an assumption agreement will be     
retained by or on behalf of the servicer as additional servicing compensation.  
See "Certain Legal Aspects of the Mortgage Loans--Due-on-Sale Clauses." The     
terms of the related mortgage loan may not be changed in connection with an     
assumption.                                                                     

    Any prospective purchaser of a cooperative apartment will generally have
to obtain the approval of the board of directors of the relevant cooperative    
before purchasing the shares and acquiring rights under the related proprietary 
lease or occupancy agreement. See "Certain Legal Aspects of the Mortgage Loans."
This approval is usually based on the purchaser's income and net worth and      
numerous other factors. Although the cooperative's approval is unlikely to be   
unreasonably withheld or delayed, the necessity of acquiring the approval could 
limit the number of potential purchasers for those shares and otherwise limit   
the trust fund's ability to sell and realize the value of shares securing a     
cooperative loan.                                                               

     In general, a "tenant-stockholder" (as defined in Code Section 216(b)(2))
of a corporation that qualifies as a "cooperative housing corporation" within   
the meaning of Code Section 216(b)(1) is allowed a deduction for amounts paid or
accrued within his taxable year to the corporation representing his             
proportionate share of certain interest expenses and certain real estate taxes  
allowable as a deduction under Code Section 216(a) to the corporation under Code
Sections 163 and 164. In order for a corporation to qualify under Code Section  
216(b)(1) for its taxable year in which the items are allowable as a deduction  
to the corporation, the Section requires, among other things, that at least 80% 
of the gross income of the corporation be derived from its tenant-stockholders  
(as defined in Code Section 216(b)(2)). By virtue of this requirement, the      
status of a corporation for purposes of Code Section 216(b)(1) must be          
determined on a year-to-year basis. Consequently, we can give no assurance that 
cooperatives relating to the cooperative loans will qualify under Section       
216(b)(1) for any particular year. If a cooperative fails to qualify for one or 
more years, the value of the collateral securing any related cooperative loans  
could be significantly impaired because no deduction would be allowable to      
tenant-stockholders under Code Section 216(a) with respect to those years. In   
view of the significance of the tax benefits accorded tenant-stockholders of a  
corporation that qualifies under Code Section 216(b)(1), the likelihood that a  
failure to qualify would be permitted to continue over a period of years appears
remote.                                                                         

The Surety Provider                                                             

     The related prospectus supplement may provide that a surety provider will
irrevocably and unconditionally guarantee payment to, or at the direction of,   
the related trustee for the benefit of the related investor of that portion of  
any guaranteed interest or principal payments or any other covered amounts due  
and payable pursuant to the terms of the related pooling and servicing          
agreement, sale and servicing agreement, servicing agreement or sale agreement, 
as applicable, and unpaid by reason of nonpayment (as defined in the applicable 
policies).                                                                      

69

S-3
307th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 307th
Hazard Insurance                                                                

     The related prospectus supplement may provide otherwise, but the servicer
will generally require the mortgagor on each mortgage loan to maintain a hazard 
insurance policy providing for no less than the coverage of the standard form of
fire insurance policy with extended coverage customary for the type of Property 
in the state in which the Property is located. The coverage will be in an amount
that is at least equal to the lesser of                                         

o     the maximum insurable value of the improvements securing the  
mortgage loan or                                        

o     the greater of                                                

        o     the outstanding principal balance of the mortgage loan and

     o     an amount such that the proceeds of the policy shall be
             sufficient to prevent the mortgagor or the mortgagee from
becoming a co-insurer.                      

All amounts collected by the servicer under any hazard policy (except for       
amounts to be applied to the restoration or repair of the Property or released  
to the mortgagor in accordance with the servicer's normal servicing procedures) 
will be deposited in the related Security Account. If the servicer maintains a  
blanket policy insuring against hazard losses on all the mortgage loans         
comprising part of a trust fund, it will have satisfied its obligation relating 
to the maintenance of hazard insurance. The blanket policy may contain a        
deductible clause, in which case the servicer will be required to deposit from  
its own funds into the related Security Account the amounts that would have been
deposited therein but for the clause.                                           

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements securing a mortgage loan  
by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and civil
commotion, subject to the conditions and exclusions particularized in each      
policy. Although the policies relating to the mortgage loans may have been      
underwritten by different insurers under different state laws in accordance with
different applicable forms and therefore may not contain identical terms, their 
basic terms are dictated by the respective state laws, and most policies        
typically do not cover any physical damage resulting from war, revolution,      
governmental actions, floods and other water-related causes, earth movement     
(including earthquakes, landslides and mud flows), nuclear reactions, wet or dry
rot, vermin, rodents, insects or domestic animals, theft and, in certain cases, 
vandalism. This list is merely indicative of certain kinds of uninsured risks   
and is not all inclusive. If the Property securing a mortgage loan is located in
a federally designated special flood area at the time of origination, the       
servicer will require the mortgagor to obtain and maintain flood insurance.     

   The hazard insurance policies covering properties securing the mortgage
loans typically contain a clause that in effect requires the insured at all     
times to carry insurance of a specified percentage (generally 80% to 90%) of the
full replacement value of the insured property in order to recover the full     
amount of any partial loss. If the insured's coverage falls below this specified
percentage, then the insurer's liability upon partial loss will not exceed the  
larger of the actual cash value (generally defined as replacement cost at the   
time and place of loss, less physical depreciation) of the improvements damaged 
or destroyed and the proportion of the loss that the amount of insurance carried
bears to the specified percentage of the full replacement cost of the           
improvements. Since the amount of hazard insurance the servicer may cause to be 
maintained on the improvements securing the mortgage loans declines as the      
principal balances owing on them decrease, and since improved real estate       
generally has appreciated in value over time in the past, the effect of this    
requirement upon partial loss may be that hazard insurance proceeds will be     
insufficient to fully restore the damaged property. If specified in the related 
prospectus supplement, a special hazard insurance policy will be obtained to    
insure against certain of the uninsured risks described above. See "Credit      
Enhancement--Special Hazard Insurance Policies" and "Credit                     
Enhancements--Insurance--Special Hazard Insurance Policy" in the related        
prospectus supplement.                                                          

   The servicer will not require that a standard hazard or flood insurance
policy be maintained on the cooperative dwelling relating to any cooperative    
loan. Generally, the cooperative itself is responsible for maintenance of hazard
insurance for the property owned by the cooperative and the tenant-stockholders 
of that cooperative do not maintain individual hazard insurance policies. To the
extent, however, that a cooperative and the related borrower on a cooperative   
loan do not maintain insurance or do not maintain adequate coverage or any      
insurance proceeds are not applied to the restoration of damaged property, any  
damage to the borrower's cooperative                                            

70

S-3
308th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 308th
dwelling or the cooperative's building could significantly reduce the value of  
the collateral securing the cooperative loan to the extent not covered by other 
credit support.                                                                 

Realization upon Defaulted Mortgage Loans                                       

    Primary Mortgage Insurance Policies. The servicer will maintain or cause
to be maintained, as the case may be, in effect, to the extent specified in the 
related prospectus supplement, a primary mortgage insurance policy with regard  
to each mortgage loan for which coverage is required. The servicer will not     
cancel or refuse to renew any primary mortgage insurance policy in effect at the
time of the initial issuance of a series of securities that is required to be   
kept in force under the applicable agreement unless the replacement primary     
mortgage insurance policy for the cancelled or nonrenewed policy is maintained  
with an insurer whose claims-paying ability is sufficient to maintain the       
current rating of the classes of securities of the series that have been rated. 

  Although the terms of primary mortgage insurance vary, the amount of a
claim for benefits under a primary mortgage insurance policy covering a mortgage
loan will consist of the insured percentage of the unpaid principal amount of   
the covered mortgage loan and accrued and unpaid interest on it and             
reimbursement of certain expenses, less all rents or other payments collected or
received by the insured (other than the proceeds of hazard insurance) that are  
derived from or in any way related to the Property, hazard insurance proceeds in
excess of the amount required to restore the Property and which have not been   
applied to the payment of the mortgage loan, amounts expended but not approved  
by the issuer of the related primary mortgage insurance policy, claim payments  
previously made by the primary insurer and unpaid premiums.                     

  Primary mortgage insurance policies reimburse certain losses sustained
from defaults in payments by borrowers. Primary mortgage insurance policies will
not insure against, and exclude from coverage, a loss sustained from a default  
arising from or involving certain matters, including fraud or negligence in     
origination or servicing of the mortgage loans, including misrepresentation by  
the originator, mortgagor or other persons involved in the origination of the   
mortgage loan; failure to construct the Property subject to the mortgage loan in
accordance with specified plans; and physical damage to the Property.           

Recoveries Under A Primary Mortgage Insurance Policy. As conditions 
precedent to the filing of or payment of a claim under a primary mortgage       
insurance policy covering a mortgage loan, the insured will be required to      

o     advance or discharge                                          

o     all hazard insurance policy premiums and          

          o     as necessary and approved in advance by the primary insurer,
                 real estate property taxes, all expenses required to maintain
           the related Property in at least as good a condition as
         existed at the effective date of the primary mortgage
               insurance policy, ordinary wear and tear excepted, Property
          sales expenses, any specified outstanding liens on the
             mortgaged property and foreclosure costs, including court
costs and reasonable attorneys' fees;       

     o     upon any physical loss or damage to the Property, have the Property
           restored and repaired to at least as good a condition as existed at
    the effective date of the primary mortgage insurance policy,
ordinary wear and tear excepted; and                    

  o     tender to the primary insurer good and merchantable title to and
possession of the Property.                             

   The servicer, on behalf of itself, the trustee and the securityholders,
will present claims to the insurer under each primary mortgage insurance policy,
and will take any reasonable steps consistent with its practices regarding      
comparable mortgage loans and necessary to receive payment or to permit recovery
under the policy with respect to defaulted mortgage loans. As set forth above,  
all collections by or on behalf of the servicer under any primary mortgage      
insurance policy and, when the Property has not been restored, the hazard       
insurance policy, are to be deposited in the Security Account, subject to       
withdrawal as heretofore described.                                             

71

S-3
309th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 309th
If the Property securing a defaulted mortgage loan is damaged and   
proceeds, if any, from the related hazard insurance policy are insufficient to  
restore the damaged Property to a condition sufficient to permit recovery under 
the related primary mortgage insurance policy, if any, the servicer is not      
required to expend its own funds to restore the damaged Property unless it      
determines that the restoration will increase the proceeds to securityholders on
liquidation of the mortgage loan after reimbursement of the servicer for its    
expenses and that the expenses will be recoverable by it from related insurance 
proceeds or liquidation proceeds.                                               

If recovery on a defaulted mortgage loan under any related primary  
mortgage insurance policy is not available for the reasons set forth in the     
preceding paragraph, or if the defaulted mortgage loan is not covered by a      
primary mortgage insurance policy, the servicer will be obligated to follow or  
cause to be followed the normal practices and procedures that it deems          
appropriate to realize upon the defaulted mortgage loan. If the proceeds of any 
liquidation of the Property securing the defaulted mortgage loan are less than  
the principal balance of the mortgage loan plus interest accrued on it that is  
payable to securityholders, the trust fund will realize a loss in the amount of 
the difference plus the aggregate of expenses incurred by the servicer in       
connection with the proceedings that are reimbursable under the pooling and     
servicing agreement. In the unlikely event that the proceedings result in a     
total recovery which is, after reimbursement to the servicer of its expenses, in
excess of the principal balance of the mortgage loan plus interest accrued on it
that is payable to securityholders, the servicer will be entitled to withdraw or
retain from the Security Account amounts representing its normal servicing      
compensation with respect to the mortgage loan and, unless otherwise specified  
in the related prospectus supplement, amounts representing the balance of the   
excess, exclusive of any amount required by law to be forwarded to the related  
mortgagor, as additional servicing compensation.                                

   If the servicer or its designee recovers insurance proceeds not used to
restore the property which, when added to any related liquidation proceeds and  
after deduction of certain expenses reimbursable to the servicer, exceed the    
principal balance of a mortgage loan plus interest accrued thereon that is      
payable to securityholders, the servicer will be entitled to withdraw or retain 
from the Security Account amounts representing its normal servicing compensation
with respect to the mortgage loan. If the servicer has expended its own funds to
restore the damaged Property and the funds have not been reimbursed under the   
related hazard insurance policy, it will be entitled to withdraw from the       
Security Account out of related liquidation proceeds or insurance proceeds an   
amount equal to the expenses incurred by it, in which event the trust fund may  
realize a loss up to the amount so charged. Since insurance proceeds cannot     
exceed deficiency claims and certain expenses incurred by the servicer, no      
insurance payment or recovery will result in a recovery to the trust fund that  
exceeds the principal balance of the defaulted mortgage loan together with      
accrued interest on it. See "Credit Enhancement" in this prospectus and in the  
related prospectus supplement.                                                  

  FHA Insurance; VA Guaranties. Mortgage loans designated in the related
prospectus supplement as insured by the FHA will be insured by the FHA as       
authorized under the United States National Housing Act of 1934 of 1937, as     
amended. Those mortgage loans will be insured under various FHA programs        
including the standard FHA 203(b) program to finance the acquisition of one-to  
four-family housing units and the FHA 245 graduated payment mortgage program.   
These programs generally limit the principal amount and interest rates of the   
mortgage loans insured. Mortgage loans insured by the FHA generally require a   
minimum down payment of approximately 5% of the original principal amount of the
loan. No FHA-insured mortgage loans relating to a series may have an interest   
rate or original principal amount exceeding the applicable FHA limits at the    
time of origination of the loan.                                                

      The insurance premiums for mortgage loans insured by the FHA are collected
by lenders approved by the HUD or by the servicer and are paid to the FHA. The  
regulations governing FHA single-family mortgage insurance programs provide that
insurance benefits are payable either upon foreclosure (or other acquisition of 
possession) and conveyance of the mortgaged premises to HUD or upon assignment  
of the defaulted mortgage loan to HUD. With respect to a defaulted FHA-insured  
mortgage loan, the servicer is limited in its ability to initiate foreclosure   
proceedings. When it is determined, either by the servicer or HUD, that default 
was caused by circumstances beyond the mortgagor's control, the servicer is     
expected to make an effort to avoid foreclosure by entering, if feasible, into  
one of a number of available forms of forbearance plans with the mortgagor.     
These plans may involve the reduction or suspension of regular mortgage payments
for a specified period, with the payments to be made up on or before the        
maturity date of the mortgage, or the recasting of payments due under the       
mortgage up to or beyond the maturity date. In addition, when a default caused  
by circumstances beyond the mortgagor's control is accompanied by certain other 
criteria, HUD may provide relief by making payments to the servicer in partial  
or full satisfaction of amounts                                                 

72

S-3
310th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 310th
due under the mortgage loan (which payments are to be repaid by the mortgagor to
HUD) or by accepting assignment of the loan from the servicer. With certain     
exceptions, at least three full monthly installments must be due and unpaid     
under the mortgage loan and HUD must have rejected any request for relief from  
the mortgagor before the servicer may initiate foreclosure proceedings.         

    HUD has the option, in most cases, to pay insurance claims in cash or in
debentures issued by HUD. Currently, claims are being paid in cash, and claims  
have not been paid in debentures since 1965. HUD debentures issued in           
satisfaction of FHA insurance claims bear interest at the applicable HUD        
debentures interest rate. The servicer of each FHA-insured mortgage loan will be
obligated to purchase the debenture issued in satisfaction of the mortgage loan 
upon default for an amount equal to the principal amount of the debenture.      

      The amount of insurance benefits generally paid by the FHA is equal to the
entire unpaid principal amount of the defaulted mortgage loan adjusted to       
reimburse the servicer for certain costs and expenses and to deduct certain     
amounts received or retained by the servicer after default. When entitlement to 
insurance benefits results from foreclosure (or other acquisition of possession)
and conveyance to HUD, the servicer is compensated for no more than two-thirds  
of its foreclosure costs, and is compensated for accrued and unpaid interest but
in general only to the extent it was allowed pursuant to a forbearance plan     
approved by HUD. When entitlement to insurance benefits results from assignment 
of the mortgage loan to HUD, the insurance payment includes full compensation   
for interest accrued and unpaid to the assignment date. The insurance payment   
itself, upon foreclosure of an FHA-insured mortgage loan, bears interest from a 
date 30 days after the mortgagor's first uncorrected failure to perform any     
obligation to make any payment due under the mortgage loan and, upon assignment,
from the date of assignment to the date of payment of the claim, in each case at
the same interest rate as the applicable HUD debenture interest rate as         
described above.                                                                

Mortgage loans designated in the related prospectus supplement as   
guaranteed by the VA will be partially guaranteed by the VA under the           
Serviceman's Readjustment Act of 1944, as amended. The Serviceman's Readjustment
Act of 1944, as amended, permits a veteran (or in certain instances the spouse  
of a veteran) to obtain a mortgage loan guaranty by the VA covering mortgage    
financing of the purchase of a one- to four-family dwelling unit at interest    
rates permitted by the VA. The program has no mortgage loan limits, requires no 
down payment from the purchaser and permits the guarantee of mortgage loans of  
up to 30 years' duration. However, no mortgage loan guaranteed by the VA will   
have an original principal amount greater than five times the partial VA        
guaranty for the mortgage loan.                                                 

   The liability on the guaranty may be reduced or increased pro rata with
any reduction or increase in the amount of indebtedness, but in no event will   
the amount payable on the guaranty exceed the amount of the original guaranty.  
The VA, at its option and without regard to the guaranty, may make full payment 
to a mortgage holder of unsatisfied indebtedness on a mortgage upon its         
assignment to the VA.                                                           

     With respect to a defaulted VA guaranteed mortgage loan, the servicer is,
absent exceptional circumstances, authorized to announce its intention to       
foreclose only when the default has continued for three months. Generally, a    
claim for the guaranty is submitted after liquidation of the Property.          

The amount payable under the guaranty will be the percentage of the 
VA-insured mortgage loan originally guaranteed applied to indebtedness          
outstanding as of the applicable date of computation specified in the VA        
regulations. Payments under the guaranty will be equal to the unpaid principal  
amount of the loan, interest accrued on the unpaid balance of the loan to the   
appropriate date of computation and limited expenses of the mortgagee, but in   
each case only to the extent that the amounts have not been recovered through   
liquidation of the Property. The amount payable under the guaranty may in no    
event exceed the amount of the original guaranty.                               

Application of Liquidation Proceeds. Unless the related pooling and 
servicing agreement provides for a different application of liquidation         
proceeds, the proceeds from any liquidation of a mortgage loan will be applied  
in the following order of priority:                                             

      first, to reimburse the servicer for any unreimbursed expenses
incurred by it to restore the related Property and any unreimbursed 
servicing compensation payable to the servicer with respect to the  
mortgage loan;                                                      

73

S-3
311th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 311th
            second, to reimburse the servicer for any unreimbursed advances with
respect to the mortgage loan;                                       

           third, to accrued and unpaid interest (to the extent no advance has
been made for the amount) on the mortgage loan; and                 

fourth, as a recovery of principal of the mortgage loan.

Unless otherwise specified in the related prospectus supplement, excess proceeds
from the liquidation of a mortgage loan will be retained by the servicer as     
additional servicing compensation.                                              

     If specified in the related prospectus supplement, if a final liquidation
of a mortgage loan resulted in a realized loss and thereafter the servicer      
receives a recovery specifically related to that mortgage loan, such recovery   
(net of any reimbursable expenses) shall be distributed to the securityholders  
in the same manner as prepayments received in the prior calendar month, to the  
extent that the related realized loss was allocated to any class of securities. 
In addition, the Class Security Balance of each class of securities to which    
realized losses have been allocated, will be increased, sequentially in the     
order of payment priority, to the extent that such subsequent recoveries are    
distributed as principal to any class of securities. However, the Class Security
Balance of each such class of securities will not be increased by more than the 
amount of realized losses previously applied to reduce the Class Security       
Balance of each such class of securities. Holders of securities whose Class     
Security Balance is increased in this manner will not be entitled to interest on
the increased balance for any interest accrual period preceding the distribution
date on which the increase occurs. The foregoing provisions will apply even if  
the Class Security Balance of a class of securities was previously reduced to   
zero. Accordingly, each class of securities will be considered to remain        
outstanding until the termination of the related trust.                         

Servicing and Other Compensation and Payment of Expenses                        

      The principal servicing compensation to be paid to the servicer in respect
of its servicing activities for each series of securities will be equal to the  
percentage per annum described in the related prospectus supplement (which may  
vary under certain circumstances) of the outstanding principal balance of each  
mortgage loan, and the compensation will be retained by it from collections of  
interest on the mortgage loan in the related trust fund. As compensation for its
servicing duties, the servicer will be entitled to a monthly servicing fee as   
described in the related prospectus supplement. In addition, generally the      
servicer will retain all prepayment charges, assumption fees and late payment   
charges, to the extent collected from mortgagors, and any benefit that may      
accrue as a result of the investment of funds in the applicable Security Account
(unless otherwise specified in the related prospectus supplement).              

The servicer will, to the extent provided in the related pooling and
servicing agreement, pay or cause to be paid certain ongoing expenses associated
with each trust fund and incurred by it in connection with its responsibilities 
under the related pooling and servicing agreement, including, without           
limitation, payment of the fees and disbursements of the trustee, any custodian 
appointed by the trustee, the security registrar and any paying agent, and      
payment of expenses incurred in enforcing the obligations of the servicer and   
the seller. In addition, as indicated in the preceding section, the servicer    
will be entitled to reimbursement for certain expenses incurred by it in        
connection with any defaulted mortgage loan as to which it has determined that  
all recoverable liquidation proceeds and insurance proceeds have been received  
(a "Liquidated Mortgage"), and in connection with the restoration of mortgaged  
properties, the right of reimbursement being before the rights of               
securityholders to receive any related liquidation proceeds (including insurance
proceeds).                                                                      

Evidence as to Compliance                                                       

   Each agreement will provide for delivery to the trustee, on or before a
specified date in each year, of an annual statement signed by two officers of   
the servicer to the effect that the servicer has fulfilled its obligations under
the pooling and servicing agreement throughout the preceding year.              

      Each pooling and servicing agreement will also provide for delivery to the
depositor, the servicer and the trustee, on or before a specified date in each  
year, of an annual servicing assessment report from each party performing       
servicing functions with respect to the related series, including any servicer  
that services 5% or more of                                                     

74

S-3
312th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 312th
the Trust Fund Assets. In each assessment report, the party providing the report
must include an assessment of its compliance with the servicing criteria during 
the previous fiscal year, and disclose any material noncompliance with the      
applicable servicing criteria. The servicing criteria are divided generally into
four categories:                                                                

o     general servicing considerations;                 

o     cash collection and administration;               

o     investor remittances and reporting; and           

o     pool asset administration.                        

Each servicing assessment report is required to be accompanied by   
attestation report provided by a public registered accounting firm. The         
attestation report must contain an opinion of the registered public accounting  
firm as to whether the related servicing criteria assessment was fairly stated  
in all material respects, or a statement that the firm cannot express that      
opinion. The attestation examination the must be made in accordance with the    
attestation engagement standards issued or adopted by the Public Company        
Accounting Oversight Board.                                                     

Copies of the annual servicing compliance statement, the servicing  
criteria assessment report and related accountants attestations and the annual  
accountants' statement (if any) may be obtained by securityholders of the       
related series without charge upon written request to the servicer at the       
address set forth in the related prospectus supplement.                         

List of Securityholders                                                         

   Each agreement will provide that three or more holders of securities of
any series may, by written request to the trustee, obtain access to the list of 
all securityholders maintained by the trustee for the purpose of communicating  
with other securityholders with respect to their rights under the applicable    
agreement and the securities.                                                   

Certain Matters Regarding the Servicer and the Depositor                        

The servicer under each pooling and servicing agreement, sale and   
servicing agreement or servicing agreement, as applicable, will be named in the 
related prospectus supplement. The entity serving as servicer may be an         
affiliate of the depositor and may have other business relationships with the   
depositor or the depositor's affiliates.                                        

 Each agreement will provide that the servicer may not resign from its
obligations and duties under the agreement except                               

     o     upon appointment of a successor servicer and receipt by the trustee
          of a letter from each rating agency rating the related transaction
    that such a resignation and appointment will not result in a
         downgrading of the rating of any of the securities of the related
series, or                                              

     o     upon a determination that the performance by it of its duties under
    the agreement is no longer permissible under applicable law.

No resignation will become effective until the trustee or a successor servicer  
has assumed the servicer's obligations and duties under the related agreement.  

Each agreement will further provide that neither the servicer, the  
depositor nor any director, officer, employee, or agent of the servicer or the  
depositor will be under any liability to the related trust fund or              
securityholders for any action taken or for refraining from the taking of any   
action in good faith pursuant to the applicable agreement, or for errors in     
judgment. However, neither the servicer, the depositor nor any director,        
officer, employee, or agent of the servicer or the depositor will be protected  
against any liability that would otherwise be imposed for willful misfeasance,  
bad faith or negligence in the performance of duties under the pooling and      
servicing agreement or for reckless disregard of obligations and duties under   
the applicable agreement. Each                                                  

75

S-3
313th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 313th
agreement will further provide that the servicer, the depositor and any         
director, officer, employee or agent of the servicer or the depositor will be   
entitled to indemnification by the related trust fund and will be held harmless 
against any loss, liability or expense incurred in connection with any legal    
action relating to the agreement or the securities, other than any loss,        
liability or expense related to any specific Mortgage Asset or Trust Fund Assets
(except any loss, liability or expense otherwise reimbursable pursuant to the   
related agreement) and any loss, liability or expense incurred for willful      
misfeasance, bad faith or negligence in the performance of duties under the     
related agreement or for reckless disregard of obligations and duties under the 
related agreement. In addition, each agreement will provide that neither the    
servicer nor the depositor will be under any obligation to appear in, prosecute 
or defend any legal action that is not incidental to its respective             
responsibilities under that agreement and that in its opinion may involve it in 
any expense or liability. The servicer or the depositor may, however, in its    
discretion undertake any action that it deems appropriate with respect to that  
agreement and the rights and duties of the parties to the pooling and servicing 
agreement and the interests of the securityholders under that agreement. In that
event, the legal expenses and costs of the action and any liability resulting   
from it will be expenses, costs and liabilities of the trust fund, and the      
servicer or the depositor, as the case may be, will be entitled to be reimbursed
for them out of funds otherwise distributable to securityholders.               

    Any person into which the servicer may be merged or consolidated, or any
person resulting from any merger or consolidation to which the servicer is a    
party, or any person succeeding to the business of the servicer, will be the    
successor of the servicer under each agreement, provided that the person is     
qualified to sell mortgage loans to, and service mortgage loans on behalf of,   
Fannie Mae or Freddie Mac and further provided that the merger, consolidation or
succession does not adversely affect the then current rating or ratings of the  
class or classes of securities of any series that have been rated.              

Events of Default                                                               

    Pooling and Servicing Agreement; Sale and Servicing Agreement; Servicing
Agreement. The applicable prospectus supplement may provide for other events of 
default, but if it does not, then events of default under each agreement will   
consist of                                                                      

   o     any failure by the servicer to deposit in the Security Account or
            remit to the trustee any payment which continues unremedied for five
     days after the giving of written notice of the failure to the
            servicer by the trustee or the depositor, or to the servicer and the
            trustee by the holders of securities having not less than 25% of the
voting rights evidenced by the securities;              

      o     any failure by the servicer to make an advance as required under the
agreement, unless cured as specified therein;           

   o     any failure by the servicer to observe or perform in any material
           respect any of its other covenants or agreements in the pooling and
          servicing agreement which failure materially affects the rights of
          securityholders that continues unremedied for sixty days after the
      giving of written notice of the failure to the servicer by the
           trustee or the depositor, or to the servicer and the trustee by the
          holders of securities of any class evidencing not less than 25% of
the voting rights evidenced by the securities; and      

    o     certain events of insolvency, readjustment of debt, marshalling of
           assets and liabilities or similar proceeding and certain actions by
or on behalf of the servicer indicating its insolvency, 
reorganization or inability to pay its obligations.     

      Unless otherwise provided in the related prospectus supplement, so long as
an event of default under an agreement remains unremedied, the depositor or the 
trustee may, and at the direction of holders of securities of any class         
evidencing not less than 66 2/3% of the aggregate percentage interests          
constituting such class and under other circumstances specified in the          
agreement, the trustee will terminate all of the rights and obligations of the  
servicer under the agreement relating to the trust fund and in and to the       
related Trust Fund Assets, upon which the trustee will succeed to all of the    
responsibilities, duties and liabilities of the servicer under the agreement,   
including, if specified in the related prospectus supplement, the obligation to 
make advances, and will be entitled to similar compensation arrangements. After 
the servicer has received notice of termination, the trustee may execute and    

76

S-3
314th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 314th
deliver, on behalf of the servicer, as attorney-in-fact or otherwise, any and   
all documents and other instruments, and do or accomplish all other acts or     
things necessary or appropriate to effect the termination of the servicer,      
including the transfer and endorsement or assignment of the loans and related   
documents. The servicer has agreed to cooperate with the trustee in effecting   
the termination of the servicer, including the transfer to the trustee of all   
cash amounts which shall at the time be credited to the Security Account, or    
thereafter be received with respect to the loans. No additional funds have been 
reserved to pay for any expenses not paid by the servicer in connection with a  
servicing transfer.                                                             

If the trustee is unwilling or unable to so act, it may appoint, or 
petition a court of competent jurisdiction for the appointment of, a loan       
servicing institution with a net worth of a least $[15,000,000] to act as       
successor to the servicer under the agreement. Pending any appointment, the     
trustee is obligated to act as servicer. The trustee and any successor to the   
servicer may agree upon the servicing compensation to be paid, which in no event
may be greater than the compensation payable to the servicer under the          
agreement.                                                                      

Unless otherwise provided in the related prospectus supplement, no  
securityholder, solely by virtue of its status as a securityholder, will have   
any right under any agreement to institute any proceeding with respect to the   
agreement, unless the holder previously has given to the trustee written notice 
of default and unless the holders of securities of any class evidencing not less
than 66 2/3% of the aggregate percentage interest constituting such class have  
made a written request upon the trustee to institute a proceeding in its own    
name as trustee and have offered to the trustee reasonable indemnity, and the   
trustee for 60 days has neglected or refused to institute the proceeding.       

 If specified in the related prospectus supplement, the agreement will
permit the trustee to sell the Trust Fund Assets and the other assets of the    
trust fund described under "Credit Enhancement" if payments on them are         
insufficient to make payments required in the agreement. The assets of the trust
fund will be sold only under the circumstances and in the manner specified in   
the related prospectus supplement.                                              

 Indenture. The applicable prospectus supplement may provide for other
events of default, but if it does not, then the events of default under each    
indenture will consist of:                                                      

      o     a default in the payment of any principal of or interest on any note
          of any series which continues unremedied for a specified number of
          days after the written notice of the default is given as specified
in the related prospectus supplement;                   

      o     failure to perform in any material respect any other covenant of the
          depositor or the trust fund in the indenture which continues for a
         specified number of days after notice is given in accordance with
      the procedures described in the related prospectus supplement;

o     certain events of bankruptcy, insolvency, receivership or     
liquidation of the depositor or the trust fund; or      

   o     any other event of default provided with respect to notes of that
           series including but not limited to certain defaults on the part of
         the issuer, if any, of a credit enhancement instrument supporting
the notes.                                              

      If an event of default with respect to the notes of any series at the time
outstanding occurs and is continuing, either the trustee or the holders of a    
majority of the then aggregate outstanding amount of the notes of such series   
may declare the principal amount (or, if the notes of that series have an       
interest rate of 0%, such portion of the principal amount as may be specified in
the terms of that series, as provided in the related prospectus supplement) of  
all the notes of such series to be due and payable immediately. Such declaration
may, under certain circumstances, be rescinded and annulled by the holders of   
more than 50% of the Percentage Interests of the notes of such series.          

      If, following an event of default with respect to any series of notes, the
notes of such series have been declared to be due and payable, the trustee may, 
in its discretion, notwithstanding such acceleration, elect to maintain         
possession of the collateral securing the notes of such series and to continue  
to apply distributions on such collateral as if there had been no declaration of
acceleration if such collateral continues to provide sufficient funds           

77

S-3
315th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 315th
for the payment of principal of and interest on the notes of such series as they
would have become due if there had not been such a declaration. In addition, the
trustee may not sell or otherwise liquidate the collateral securing the notes of
a series following an event of default, other than a default in the payment of  
any principal or interest on any note of such series for a specified number of  
days, unless                                                                    

      o     the holders of 100% of the percentage interests of the notes of such
series consent to the sale,                             

   o     the proceeds of such sale or liquidation are sufficient to pay in
          full the principal of and accrued interest, due and unpaid, on the
    outstanding notes of such series at the date of such sale or

     o     the trustee determines that such collateral would not be sufficient
      on an ongoing basis to make all payments on such notes as such
          payments would have become due if such notes had not been declared
           due and payable, and the trustee obtains the consent of the holders
           of 66 2/3% of the percentage interests of the notes of such series.

     If specified in the related prospectus supplement, other parties, such as
a credit enhancement provider, may have certain rights with respect to remedies 
upon an Event of Default that may limit the rights of the related               
securityholders.                                                                

   If the trustee liquidates the collateral in connection with an event of
default involving a default for five days or more in the payment of principal of
or interest on the notes of a series, the indenture provides that the trustee   
will have a prior lien on the proceeds of any such liquidation for unpaid fees  
and expenses. As a result, upon the occurrence of such an event of default, the 
amount available for distribution to the noteholders would be less than would   
otherwise be the case. However, the trustee may not institute a proceeding for  
the enforcement of its lien except in connection with a proceeding for the      
enforcement of the lien of the indenture for the benefit of the noteholders     
after the occurrence of such an event of default.                               

      Except as otherwise specified in the related prospectus supplement, if the
principal of the notes of a series is declared due and payable, as described    
above, the holders of any such notes issued at a discount from par may be       
entitled to receive no more than an amount equal to the unpaid principal amount 
of the notes less the amount of such discount which is unamortized.             

    Subject to the provisions of the indenture relating to the duties of the
trustee, in case an event of default shall occur and be continuing with respect 
to a series of notes, the trustee shall be under no obligation to exercise any  
of the rights or powers under the indenture at the request or direction of any  
of the holders of notes of such series, unless such holders offered to the      
trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in complying with such request or     
direction. Subject to such provisions for indemnification and certain           
limitations contained in the indenture, the holders of a majority of the then   
aggregate outstanding amount of the notes of such series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy   
available to the trustee or exercising any trust or power conferred on the      
trustee with respect to the notes of such series, and the holders of a majority 
of the then aggregate outstanding amount of the notes of such series may, in    
certain cases, waive any default with respect to them, except a default in the  
payment of principal or interest or a default in respect of a covenant or       
provision of the indenture that cannot be modified without the waiver or consent
of all the holders of the outstanding notes of such series affected by that     
default. If provided in the related prospectus supplement, the priority of      
payments payable on the notes may change following and event of default.        

Amendment                                                                       

The applicable prospectus supplement may specify other amendment    
provisions, but if it does not, then each agreement may be amended by the       
depositor, the servicer and the trustee, without the consent of any of the      
securityholders,                                                                

(a) to cure any ambiguity or mistake;                   

78

S-3
316th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 316th
     (b) to correct any defective provision in the agreement or to
   supplement any provision in the agreement that may be inconsistent with
any other provision in it;                                          

       (c) to conform the pooling and servicing agreement to the final
      prospectus supplement provided to investors in accordance with the initial
offering of the securities;                                         

    (d) to add to the duties of the depositor, the seller or the
servicer;                                                           

          (e) to modify, alter, amend, add to or rescind any of the terms or
      provisions contained in the pooling and servicing agreement to comply with
any rules or regulations promulgated by the SEC from time to time;  

            (f) to add any other provisions with respect to matters or questions
arising under the pooling and servicing agreement; or               

          (g) to modify, alter, amend, add to or rescind any of the terms or
provisions contained in the pooling and servicing agreement.        

However, no action pursuant to clauses (e), (f) or (g) may, as evidenced by an  
opinion of counsel, adversely affect in any material respect the interests of   
any securityholder. But no opinion of counsel will be required if the person    
requesting the amendment obtains a letter from each rating agency requested to  
rate the class or classes of securities of the series stating that the amendment
will not result in the downgrading or withdrawal of the respective ratings then 
assigned to the securities.                                                     

     In addition, the related agreement may be amended to modify, eliminate or
add to any of its provisions to the extent necessary to maintain the            
qualification of the related trust fund as a REMIC or to avoid or minimize the  
risk of imposition of any tax on the REMIC, if a REMIC election is made with    
respect to the trust fund, or to comply with any other requirements of the Code,
if the trustee has received an opinion of counsel to the effect that the action 
is necessary or helpful ensure the proper operation of the master REMIC, to     
maintain the qualification, avoid or minimize that risk or comply with those    
requirements, as applicable.                                                    

The applicable prospectus supplement may specify other amendment    
provisions, but if it does not, then each pooling and servicing agreement may   
also be amended by the depositor, the servicer and the trustee with the consent 
of holders of securities of the series evidencing a majority in interest of each
class adversely affected thereby for the purpose of adding any provisions to or 
changing in any manner or eliminating any of the provisions of the agreement or 
of modifying in any manner the rights of the holders of the related securities. 
However, no amendment may                                                       

       (a) reduce in any manner the amount of, or delay the timing of,
      payments received on Trust Fund Assets that are required to be distributed
on any security without the consent of the holder of the security,  

      (b) amend, modify, add to, rescind or alter in any respect the
   provisions of the agreement restricting the trust fund from engaging in
     any activity that would disqualify the trust fund from being a qualifying
 special purpose entity under generally accepted accounting principles
  without the consent of the holders of securities evidencing percentage
   interests aggregating 66?% (provided however that no securities held by
    the seller, the depositor or any affiliate shall be given effect for the
purpose of such calculation), or                                    

         (c) reduce the aforesaid percentage of securities of any class of
    holders that is required to consent to the amendment without the consent
  of the holders of all securities of the class covered by the agreement
then outstanding.                                                   

If a REMIC election is made with respect to a trust fund, the trustee will not  
be entitled to consent to an amendment to the related agreement without having  
first received an opinion of counsel to the effect that the amendment will not  
cause the trust fund to fail to qualify as a REMIC. If so described in the      
related prospectus supplement, an amendment of an agreement may require the     
consent of persons that are not party to the agreement, such as a credit        
enhancement provider.                                                           

79

S-3
317th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 317th
Termination; Optional Termination                                               

  Pooling and Servicing Agreement. Generally, the obligations created by
each agreement for each series of securities will terminate upon the payment to 
the related securityholders of all amounts held in the Security Account or by   
the servicer and required to be paid to them pursuant to the agreement following
the later of                                                                    

      o     the final payment or other liquidation of the last of the Trust Fund
        Assets subject to it or the disposition of all property acquired
        upon foreclosure of the Trust Fund Assets remaining in the trust
fund and                                                

      o     the purchase by the servicer or, if REMIC treatment has been elected
            and if specified in the related prospectus supplement, by the holder
           of the residual interest in the REMIC (see "Material Federal Income
          Tax Consequences" in this prospectus and in the related prospectus
        supplement), from the related trust fund of all of the remaining
           Trust Fund Assets and all property acquired in respect of the Trust
Fund Assets.                                            

 Any purchase of Trust Fund Assets and property acquired in respect of
Trust Fund Assets evidenced by a series of securities will be made at the option
of the servicer or the party specified in the related prospectus supplement,    
including the holder of the REMIC residual interest, at a price, and in         
accordance with the procedures, specified in the related prospectus supplement. 
The exercise of that right will effect early retirement of the securities of    
that series, but the right of the servicer or the other party or, if applicable,
the holder of the REMIC residual interest, to so purchase is subject to the     
principal balance of the related Trust Fund Assets being less than the          
percentage specified in the related prospectus supplement of the aggregate      
principal balance of the Trust Fund Assets at the cut-off date for the series.  
The foregoing is subject to the provision that if a REMIC election is made with 
respect to a trust fund, any repurchase pursuant to the second bulleted item    
above will be made only in connection with a "qualified liquidation" of the     
REMIC within the meaning of Code Section 860F(a)(4).                            

   Indenture. The indenture will be discharged with respect to a series of
notes (except with respect to certain continuing rights specified in the        
indenture) upon the delivery to the trustee for cancellation of all the notes of
such series or, with certain limitations, upon deposit with the trustee of funds
sufficient for the payment in full of all of the notes of such series.          

   In addition to such discharge with certain limitations, the indenture
will provide that, if so specified with respect to the notes of any series, the 
related trust fund will be discharged from any and all obligations in respect of
the notes of such series (except for certain obligations relating to temporary  
notes and exchange of notes, to register the transfer of or exchange notes of   
such series, to replace stolen, lost or mutilated notes of such series, to      
maintain paying agencies and to hold monies for payment in trust) upon the      
deposit with the trustee, in trust, of money and/or direct obligations of or    
obligations guaranteed by the United States of America which through the payment
of interest and principal in respect of them in accordance with their terms will
provide money in an amount sufficient to pay the principal of and each          
installment of interest on the notes of such series on the last scheduled       
distribution date for such notes and any installment of interest on such notes  
in accordance with the terms of the indenture and the notes of such series. In  
the event of any defeasance and discharge of notes of such series, holders of   
notes of such series would be able to look only to such money and/or direct     
obligations for payment of principal and interest, if any, on their notes until 
maturity.                                                                       

The applicable prospectus supplement for a series of notes may also 
provide that when the principal balance of such notes is reduced to a specified 
percentage of the original principal balance as of the cut-off date, the        
depositor, the indenture trustee or the holder of a call right may, at its      
option, redeem one or more classes of notes at a price equal to 100% of the     
outstanding principal balance of the notes plus accrued interest thereon plus   
the amount due and owing to the surety provider, if any. Such redemption will   
have the same effect as a prepayment on the notes.                              

The Trustee                                                                     

The trustee under each agreement will be named in the applicable    
prospectus supplement. The commercial bank or trust company serving as trustee  
may have normal banking relationships with the depositor, the servicer and any  
of their respective affiliates.                                                 

80

S-3
318th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 318th
 Certain Legal Aspects of the Mortgage Loans

     The following discussion contains summaries, which are general in nature,
of certain legal matters relating to the mortgage loans. Because the legal      
aspects are governed primarily by applicable state law (which laws may differ   
substantially), the summaries do not purport to be complete or to reflect the   
laws of any particular state or to encompass the laws of all states in which the
security for the mortgage loans is situated. If more than ten percent (by       
principal balance) of the mortgage loans in the trust fund for any series are   
located in a single state, the prospectus, as supplemented by the related       
prospectus supplement, will disclose all material legal matters relating to the 
mortgage loans in that state.                                                   

General                                                                         

     The mortgage loans will be secured by deeds of trust, mortgages, security
deeds or deeds to secure debt, depending upon the prevailing practice in the    
state in which the property subject to the loan is located. Deeds of trust are  
used almost exclusively in California instead of mortgages. Mortgages are used  
in New York instead of deeds of trust. A mortgage creates a lien upon the real  
property encumbered by the mortgage, which lien is generally not before the lien
for real estate taxes and assessments. Priority between mortgages depends on    
their terms and generally on the order of recording with a state or county      
office. There are two parties to a mortgage, the mortgagor, who is the borrower 
and owner of the Property, and the mortgagee, who is the lender. Under the      
mortgage instrument, the mortgagor delivers to the mortgagee a note or bond and 
the mortgage. Although a deed of trust is similar to a mortgage, a deed of trust
formally has three parties, the borrower-property owner called the trustor      
(similar to a mortgagor), a lender (similar to a mortgagee) called the          
beneficiary, and a third-party grantee called the trustee. Under a deed of      
trust, the borrower grants the property, irrevocably until the debt is paid, in 
trust, generally with a power of sale, to the trustee to secure payment of the  
obligation. A security deed and a deed to secure debt are special types of deeds
which indicate on their face that they are granted to secure an underlying debt.
By executing a security deed or deed to secure debt, the grantor conveys title  
to, as opposed to merely creating a lien upon, the subject property to the      
grantee until the underlying debt is repaid. The trustee's authority under a    
deed of trust, the mortgagee's authority under a mortgage and the grantee's     
authority under a security deed or deed to secure debt are governed by law and, 
with respect to some deeds of trust, the directions of the beneficiary.         

     Cooperatives. Certain of the mortgage loans may be cooperative loans. The
cooperative owns all the real property that comprises the project, including the
land, separate dwelling units and all common areas. The cooperative is directly 
responsible for project management and, in most cases, payment of real estate   
taxes and hazard and liability insurance. If there is a blanket mortgage on the 
cooperative or underlying land or both, as is generally the case, the           
cooperative, as project mortgagor, is also responsible for meeting these        
mortgage obligations. A blanket mortgage is ordinarily incurred by the          
cooperative in connection with the construction or purchase of the cooperative's
apartment building. The interest of the occupant under proprietary leases or    
occupancy agreements to which that cooperative is a party are generally         
subordinate to the interest of the holder of the blanket mortgage in that       
building. If the cooperative is unable to meet the payment obligations arising  
under its blanket mortgage, the mortgagee holding the blanket mortgage could    
foreclose on that mortgage and terminate all subordinate proprietary leases and 
occupancy agreements. In addition, the blanket mortgage on a cooperative may    
provide financing in the form of a mortgage that does not fully amortize with a 
significant portion of principal being due in one lump sum at final maturity.   
The inability of the cooperative to refinance this mortgage and its consequent  
inability to make the final payment could lead to foreclosure by the mortgagee  
providing the financing. A foreclosure in either event by the holder of the     
blanket mortgage could eliminate or significantly diminish the value of any     
collateral held by the lender who financed the purchase by an individual        
tenant-stockholder of cooperative shares or, in the case of a trust fund        
including cooperative loans, the collateral securing the cooperative loans.     

     The cooperative is owned by tenant-stockholders who, through ownership of
stock, shares or membership certificates in the corporation, receive proprietary
leases or occupancy agreements which confer exclusive rights to occupy specific 
units. Generally, a tenant-stockholder of a cooperative must make a monthly     
payment to the cooperative representing the tenant-stockholder's pro rata share 
of the cooperative's payments for its blanket mortgage, real property taxes,    
maintenance expenses and other capital or ordinary expenses. An ownership       
interest in a cooperative and accompanying rights is financed through a         
cooperative share loan evidenced by a promissory                                

81

S-3
319th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 319th
note and secured by a security interest in the occupancy agreement or           
proprietary lease and in the related cooperative shares. The lender takes       
possession of the share certificate and a counterpart of the proprietary lease  
or occupancy agreement, and a financing statement covering the proprietary lease
or occupancy agreement and the cooperative shares is filed in the appropriate   
state and local offices to perfect the lender's interest in its collateral.     
Subject to the limitations discussed below, upon default of the                 
tenant-stockholder, the lender may sue for judgment on the promissory note,     
dispose of the collateral at a public or private sale or otherwise proceed      
against the collateral or tenant-stockholder as an individual as provided in the
security agreement covering the assignment of the proprietary lease or occupancy
agreement and the pledge of cooperative shares.                                 

Foreclosure and Repossession                                                    

      Deed of Trust. Foreclosure of a deed of trust is generally accomplished by
a non-judicial sale under a specific provision in the deed of trust which       
authorizes the trustee to sell the property at public auction upon any default  
by the borrower under the terms of the note or deed of trust. In certain states,
foreclosure also may be accomplished by judicial action in the manner provided  
for foreclosure of mortgages. In some states, such as California, the trustee   
must record a notice of default and send a copy to the borrower-trustor and to  
any person who has recorded a request for a copy of any notice of default and   
notice of sale. In addition, the trustee must provide notice in some states to  
any other individual having an interest of record in the real property,         
including any junior lien holders. If the deed of trust is not reinstated within
any applicable cure period, a notice of sale must be posted in a public place   
and, in most states, including California, published for a specified period of  
time in one or more newspapers. In addition, these notice provisions require    
that a copy of the notice of sale be posted on the property and sent to all     
parties having an interest of record in the property. In California, the entire 
process from recording a notice of default to a non-judicial sale usually takes 
four to five months, but can take longer if the borrower seeks bankruptcy       
protection or other events intervene.                                           

    In some states, including California, the borrower-trustor has the right
to reinstate the loan at any time following default until shortly before the    
trustee's sale. In general, the borrower, or any other person having a junior   
encumbrance on the real estate, may, during a reinstatement period, cure the    
default by paying the entire amount in arrears plus the costs and expenses      
incurred in enforcing the obligation. Certain state laws control the amount of  
foreclosure expenses and costs, including attorney's fees, that a lender can    
recover.                                                                        

      Mortgages. Foreclosure of a mortgage is generally accomplished by judicial
action. The action is initiated by the service of legal pleadings upon all      
parties having an interest in the real property. Delays in completion of the    
foreclosure may occasionally result from difficulties in locating necessary     
parties. Judicial foreclosure proceedings are sometimes not contested by any of 
the parties. When the mortgagee's right to foreclosure is contested, the legal  
proceedings necessary to resolve the issue can be time consuming. After the     
completion of a judicial foreclosure proceeding, the court generally issues a   
judgment of foreclosure and appoints a referee or other court officer to conduct
the sale of the property. In general, the borrower, or any other person having a
junior encumbrance on the real estate, may, during a statutorily prescribed     
reinstatement period, cure a monetary default by paying the entire amount in    
arrears plus other designated costs and expenses incurred in enforcing the      
obligation. Generally, state law controls the amount of foreclosure expenses and
costs, including attorney's fees, which may be recovered by a lender. After the 
reinstatement period has expired without the default having been cured, the     
borrower or junior lienholder no longer has the right to reinstate the loan and 
must pay the loan in full to prevent the scheduled foreclosure sale. If the deed
of trust is not reinstated, a notice of sale must be posted in a public place   
and, in most states, published for a specific period of time in one or more     
newspapers. In addition, some state laws require that a copy of the notice of   
sale be posted on the property and sent to all parties having an interest in the
real property.                                                                  

      Although foreclosure sales are typically public sales, frequently no third
party purchaser bids in excess of the lender's lien because of the difficulty of
determining the exact status of title to the property, the possible             
deterioration of the property during the foreclosure proceedings and a          
requirement that the purchaser pay for the property in cash or by cashier's     
check. Thus the foreclosing lender often purchases the property from the trustee
or referee for an amount equal to the principal amount outstanding under the    
loan, accrued and unpaid interest and the expenses of foreclosure. Thereafter,  
the lender will assume the burden of ownership, including obtaining hazard      
insurance and making repairs at its own expense necessary to render the property
suitable for sale. The lender will commonly obtain the services of a real estate
broker and pay the broker's commission in connection with the sale of           

82

S-3
320th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 320th
the property. Depending upon market conditions, the ultimate proceeds of the    
sale of the property may not equal the lender's investment in the property.     

    Courts have imposed general equitable principles upon foreclosure, which
are generally designed to mitigate the legal consequences to the borrower of the
borrower's defaults under the loan documents. Some courts have been faced with  
the issue of whether federal or state constitutional provisions reflecting due  
process concerns for fair notice require that borrowers under deeds of trust    
receive notice longer than that prescribed by statute. For the most part, these 
cases have upheld the notice provisions as being reasonable or have found that  
the sale by a trustee under a deed of trust does not involve sufficient state   
action to afford constitutional protection to the borrower. When the beneficiary
under a junior mortgage or deed of trust cures the default and reinstates or    
redeems by paying the full amount of the senior mortgage or deed of trust, the  
amount paid by the beneficiary becomes a part of the indebtedness secured by the
junior mortgage or deed of trust. See "--Junior Mortgages; Rights of Senior     
Mortgagees" below.                                                              

     Cooperative Loans. The cooperative shares owned by the tenant-stockholder
and pledged to the lender are, in almost all cases, subject to restrictions on  
transfer as set forth in the cooperative's certificate of incorporation and     
bylaws, as well as the proprietary lease or occupancy agreement, and may be     
cancelled by the cooperative for failure by the tenant-stockholder to pay rent  
or other obligations or charges owed by the tenant-stockholder, including       
mechanics' liens against the cooperative apartment building incurred by the     
tenant-stockholder. The proprietary lease or occupancy agreement generally      
permits the cooperative to terminate the lease or agreement if an obligor fails 
to make payments or defaults in the performance of covenants required under it. 
Typically, the lender and the cooperative enter into a recognition agreement,   
which establishes the rights and obligations of both parties upon a default by  
the tenant-stockholder on its obligations under the proprietary lease or        
occupancy agreement. A default by the tenant-stockholder under the proprietary  
lease or occupancy agreement will usually constitute a default under the        
security agreement between the lender and the tenant-stockholder.               

The recognition agreement generally provides that, if the           
tenant-stockholder has defaulted under the proprietary lease or occupancy       
agreement, the cooperative will take no action to terminate the lease or        
agreement until the lender has been provided with an opportunity to cure the    
default. The recognition agreement typically provides that if the proprietary   
lease or occupancy agreement is terminated, the cooperative will recognize the  
lender's lien against proceeds from the sale of the cooperative apartment,      
subject, however, to the cooperative's right to sums due under the proprietary  
lease or occupancy agreement. The total amount owed to the cooperative by the   
tenant-stockholder, which the lender generally cannot restrict and does not     
monitor, could reduce the value of the collateral below the outstanding         
principal balance of the cooperative loan and accrued and unpaid interest on it.

      Recognition agreements also provide that upon foreclosure of a cooperative
loan, the lender must obtain the approval or consent of the cooperative as      
required by the proprietary lease before transferring the cooperative shares or 
assigning the proprietary lease. Generally, the lender is not limited in any    
rights it may have to dispossess the tenant-stockholders.                       

      In some states, such as New York, foreclosure on the cooperative shares is
accomplished by a sale in accordance with the provisions of Article 9 of the UCC
and the security agreement relating to those shares. Article 9 of the UCC       
requires that a sale be conducted in a "commercially reasonable" manner. Whether
a foreclosure sale has been conducted in a "commercially reasonable" manner will
depend on the facts in each case. In determining commercial reasonableness, a   
court will look to the notice given the debtor and the method, manner, time,    
place and terms of the foreclosure. Generally, a sale conducted according to the
usual practice of banks selling similar collateral will be considered reasonably
conducted.                                                                      

Article 9 of the UCC provides that the proceeds of the sale will be 
applied first to pay the costs and expenses of the sale and then to satisfy the 
indebtedness secured by the lender's security interest. The recognition         
agreement, however, generally provides that the lender's right to reimbursement 
is subject to the right of the cooperative to receive sums due under the        
proprietary lease or occupancy agreement. If there are proceeds remaining, the  
lender must account to the tenant-stockholder for the surplus. Conversely, if a 
portion of the indebtedness remains unpaid, the tenant-stockholder is generally 
responsible for the deficiency. See "Anti-Deficiency Legislation and Other      
Limitations on Lenders."                                                        

83

S-3
321st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 321st
     In the case of foreclosure on a building converted from a rental building
to a building owned by a cooperative under a non-eviction plan, some states     
require that a purchaser at a foreclosure sale take the property subject to rent
control and rent stabilization laws that apply to certain tenants who elected to
remain in the building but who did not purchase shares in the cooperative when  
the building was so converted.                                                  

Rights of Redemption                                                            

     In some states after a sale pursuant to a deed of trust or foreclosure of
a mortgage, the borrower and certain foreclosed junior lienors are given a      
statutory period in which to redeem the property from the foreclosure sale. In  
certain other states, including California, this right of redemption applies    
only to sales following judicial foreclosure, and not to sales pursuant to a    
non-judicial power of sale. In New York, the borrower may not redeem the        
property after a foreclosure sale. In most states where the right of redemption 
is available, statutory redemption may occur upon payment of the foreclosure    
purchase price, accrued interest and taxes. In some states, the right to redeem 
is an equitable right. The effect of a right of redemption is to diminish the   
ability of the lender to sell the foreclosed property. The exercise of a right  
of redemption would defeat the title of any purchaser at a foreclosure sale, or 
of any purchaser from the lender after judicial foreclosure or sale under a deed
of trust. Consequently, the practical effect of the redemption right is to force
the lender to retain the property and pay the expenses of ownership until the   
redemption period has run.                                                      

Anti-Deficiency Legislation and Other Limitations on Lenders                    

      Certain states have imposed statutory restrictions that limit the remedies
of a beneficiary under a deed of trust or a mortgagee under a mortgage. In some 
states, including California and New York, statutes limit the right of the      
beneficiary or mortgagee to obtain a deficiency judgment against the borrower   
following foreclosure or a sale under a deed of trust. A deficiency judgment is 
a personal judgment against the borrower equal in most cases to the difference  
between the amount due to the lender and the current fair market value of the   
property at the time of the foreclosure sale. As a result of these prohibitions,
it is anticipated that in most instances the servicer will utilize the          
non-judicial foreclosure remedy and will not seek deficiency judgments against  
defaulting mortgagors.                                                          

   Some state statutes may require the beneficiary or mortgagee to exhaust
the security afforded under a deed of trust or mortgage by foreclosure in an    
attempt to satisfy the full debt before bringing a personal action against the  
borrower. In certain other states, such as New York, the lender has the option  
of bringing a personal action against the borrower on the debt without first    
exhausting that security. However, in some of these states, following judgment  
on a personal action, the lender may be considered to have elected a remedy and 
may be precluded from exercising other remedies with respect to the security.   
Consequently, the practical effect of the election requirement, when applicable,
is that lenders will usually proceed first against the security rather than     
bringing a personal action against the borrower.                                

   In some states, exceptions to the anti-deficiency statutes are provided
for in certain instances where the value of the lender's security has been      
impaired by acts or omissions of the borrower, for example, upon waste of the   
property.                                                                       

  In addition to anti-deficiency and related legislation, numerous other
federal and state statutory provisions, including the federal bankruptcy laws,  
the federal Servicemembers Civil Relief Act and state laws affording relief to  
debtors, may interfere with or affect the ability of the secured mortgage lender
to realize on its security. For example, in a proceeding under the federal      
Bankruptcy Code, a lender may not foreclose on a Property without the permission
of the bankruptcy court. And in certain instances a bankruptcy court may allow a
borrower to reduce the monthly payments, change the rate of interest, and alter 
the mortgage loan repayment schedule for under collateralized mortgage loans.   
The effect of these types of proceedings can be to cause delays in receiving    
payments on the loans underlying certificates and even to reduce the aggregate  
amount of payments on the loans underlying certificates.                        

    The federal tax laws provide priority to certain tax liens over the lien
of a mortgage or secured party. Numerous federal and state consumer protection  
laws impose substantive requirements upon mortgage lenders in connection with   
the origination, servicing and enforcement of mortgage loans. These laws include
the federal Truth-in-Lending Act, Real Estate Settlement Procedures Act, Equal  
Credit Opportunity Act, Fair Credit Billing Act, Fair Credit Reporting Act and  
related statutes and regulations. These federal and state laws impose specific  
statutory                                                                       

84

S-3
322nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 322nd
liabilities on lenders who fail to comply with the provisions of the law. In    
some cases, this liability may affect assignees of the loans or contracts.      

     Generally, Article 9 of the UCC governs foreclosure on cooperative shares
and the related proprietary lease or occupancy agreement. Some courts have      
interpreted section 9-504 of the UCC to prohibit a deficiency award unless the  
creditor establishes that the sale of the collateral (which, in the case of a   
cooperative loan, would be the shares of the cooperative and the related        
proprietary lease or occupancy agreement) was conducted in a commercially       
reasonable manner.                                                              

Environmental Risks                                                             

      Real property pledged as security to a lender may be subject to unforeseen
environmental risks. Environmental remedial costs can be substantial and can    
potentially exceed the value of the property. Under the laws of certain states, 
contamination of a property may give rise to a lien against the property to     
assure the payment of the costs of clean-up. In several states that lien has    
priority over the lien of an existing mortgage on the property. In addition,    
under the federal Comprehensive Environmental Response, Compensation and        
Liability Act of 1980 ("CERCLA"), the EPA may impose a lien on property where   
the EPA has incurred clean-up costs. However, a CERCLA lien is subordinate to   
pre-existing, perfected security interests.                                     

     Under the laws of some states, and under CERCLA, it is conceivable that a
secured lender may be held liable as an "owner" or "operator" for the costs of  
addressing releases or threatened releases of hazardous substances at a         
Property, even though the environmental damage or threat was caused by a prior  
or current owner or operator. CERCLA imposes liability for those costs on any   
and all "potentially responsible parties," including "owners" or "operators."   
However, CERCLA excludes from the definition of "owner or operator" a secured   
creditor who holds indicia of ownership primarily to protect its security       
interest (the "secured creditor exemption") but without "participating in the   
management" of the property. Thus, if a lender's activities encroach on the     
actual management of a contaminated facility or property, the lender may incur  
liability as an "owner or operator" under CERCLA. Similarly, if a lender        
forecloses and takes title to a contaminated facility or property, the lender   
may incur CERCLA liability in various circumstances, including, but not limited 
to, when it fails to market the property in a timely fashion.                   

   Whether actions taken by a lender would constitute participation in the
management of a mortgaged property so as to render the secured creditor         
exemption unavailable to a lender, was historically a matter of judicial        
interpretation of the statutory language. Court decisions were inconsistent and,
in fact, in 1990, the Court of Appeals for the Eleventh Circuit suggested that  
the mere capacity of the lender to influence a borrower's decisions regarding   
disposal of hazardous substances was sufficient participation in the management 
of a borrower's business to deny the protection of the secured creditor         
exemption to the lender. In 1996, Congress enacted the Asset Conservation,      
Lender Liability and Deposit Insurance Protection Act ("Asset Conservation      
Act"), which provides that, in order to be deemed to have participated in the   
management of a mortgaged property, a lender must actually participate in the   
operational affairs of the property. The Asset Conservation Act also provides   
that participation in the management of the property does not include merely    
having the capacity to influence, or unexercised right to control operations.   
Rather, a lender will lose the protection of the secured creditor exemption only
if it (a) exercises decision-making control over the borrower's environmental   
compliance and hazardous substance handling and disposal practices at the       
property, or (b) exercises control comparable to the manager of the property, so
that the lender has assumed responsibility for (i) "the overall management of   
the facility encompassing day-to-day decision-making with respect to            
environmental compliance" or (ii) "over all or substantially all of the         
operational functions" of the property other than environmental compliance.     

   If a lender is or becomes liable, it may be able to bring an action for
contribution under CERCLA or other statutory or common laws against any other   
"potentially responsible parties," including a previous owner or operator, who  
created the environmental hazard and who has not settled its liability with the 
government, but those persons or entities may be bankrupt or otherwise judgment 
proof. The costs associated with environmental cleanup may be substantial. It is
conceivable that the costs arising from the circumstances set forth above would 
result in a loss to securityholders.                                            

 CERCLA does not apply to petroleum products, and the secured creditor
exemption does not govern liability for cleanup costs under state laws or under 
federal laws other than CERCLA, including Subtitle I of the                     

85

S-3
323rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 323rd
federal Resource Conservation and Recovery Act ("RCRA"), which regulates        
underground petroleum storage tanks (except heating oil tanks). The EPA has     
adopted a lender liability rule for underground storage tanks under Subtitle I  
of RCRA. Under that rule, a holder of a security interest in an underground     
storage tank or real property containing an underground storage tank is not     
considered an operator of the underground storage tank as long as petroleum is  
not added to, stored in or dispensed from the tank. Moreover, under the Asset   
Conservation Act, the protections accorded to lenders under CERCLA are also     
accorded to holders of security interests in underground petroleum storage tanks
or the properties on which they are located. A lender will lose the protections 
accorded to secured creditors under federal law for petroleum underground       
storage tanks by "participating in the management" of the tank or tank system if
the lender either: (a) "exercises decisionmaking control over the operational"  
aspects of the tank or tank system; or (b) exercises control comparable to a    
manager of the property, so that the lender has assumed responsibility for      
overall management of the property including day-to-day decision making with    
regard to all, or substantially all, operational aspects. It should be noted,   
however, that liability for cleanup of petroleum contamination may be governed  
by state law, which may not provide for any specific protection for secured     
creditors.                                                                      

While the "owner" or "operator" of contaminated property may face   
liability for investigating and cleaning up the property, regardless of fault,  
it may also be required to comply with environmental regulatory requirements,   
such as those governing asbestos. In addition, the presence of asbestos, mold,  
lead-based paint, lead in drinking water, and/or radon at a real property may   
lead to the incurrence of costs for remediation, mitigation or the              
implementation of an operations and maintenance plan. Furthermore, the presence 
of asbestos, mold, lead-based paint, lead in drinking water, radon and/or       
contamination at a property may present a risk that third parties will seek     
recovery from "owners" or "operators" of that property for personal injury or   
property damage. Environmental regulatory requirements for property "owners" or 
"operators," or law that is the basis for claims of personal injury or property 
damage, may not have exemptions for secured creditors.                          

In general, at the time the loans were originated no environmental  
assessment, or a very limited environmental assessment, of the mortgaged        
properties was conducted.                                                       

Due-on-sale Clauses                                                             

 Generally, each conventional mortgage loan will contain a due-on-sale
clause which will generally provide that if the mortgagor or obligor sells,     
transfers or conveys the Property, the loan may be accelerated by the mortgagee.
In recent years, court decisions and legislative actions have placed substantial
restriction on the right of lenders to enforce these clauses in many states. For
instance, the California Supreme Court in August 1978 held that due-on-sale     
clauses were generally unenforceable. However, the Garn-St Germain Depository   
Institutions Act of 1982 (the "Garn-St Germain Act"), subject to specified      
exceptions, preempts state constitutional, statutory and case law prohibiting   
the enforcement of due-on-sale clauses. As to loans secured by an owner-occupied
residence, the Garn-St Germain Act sets forth nine specific instances in which a
mortgagee covered by the Garn-St Germain Act may not exercise its rights under a
due-on-sale clause, notwithstanding the fact that a transfer of the property may
have occurred. The inability to enforce a due-on-sale clause may result in      
transfer of the related Property to an uncreditworthy person, which could       
increase the likelihood of default or may result in a mortgage bearing an       
interest rate below the current market rate being assumed by a new home buyer,  
which may affect the average life of the mortgage loans and the number of       
mortgage loans which may extend to maturity.                                    

Prepayment Charges                                                              

   Under certain state laws, prepayment charges may not be imposed after a
certain period of time following the origination of mortgage loans with respect 
to prepayments on loans secured by liens encumbering owner-occupied residential 
properties. Since many of the mortgaged properties will be owner-occupied, it is
anticipated that prepayment charges may not be imposed on many of the mortgage  
loans. The absence of this restraint on prepayment, particularly with respect to
fixed rate mortgage loans having higher mortgage rates, may increase the        
likelihood of refinancing or other early retirement of the loans or contracts.  

Applicability of Usury Laws                                                     

86

S-3
324th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 324th
    Title V of the depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980 ("Title V"), provides that state usury       
limitations shall not apply to certain types of residential first mortgage loans
originated by certain lenders after March 31, 1980. The Office of Thrift        
Supervision, as successor to the Federal Home Loan Bank Board, is authorized to 
issue rules and regulations and to publish interpretations governing            
implementation of Title V. The statute authorized the states to reimpose        
interest rate limits by adopting, before April 1, 1983, a law or constitutional 
provision that expressly rejects an application of the federal law. In addition,
even where Title V is not so rejected, any state is authorized by the law to    
adopt a provision limiting discount points or other charges on mortgage loans   
covered by Title V. Certain states have taken action to reimpose interest rate  
limits or to limit discount points or other charges, or both.                   

Servicemembers Civil Relief Act                                                 

Generally, under the terms of the Servicemembers Civil Relief Act or
similar state and local laws (the "Relief Act"), a borrower who enters military 
service after the origination of the borrower's mortgage loan (including a      
borrower who is a member of the National Guard or is in reserve status at the   
time of the origination of the mortgage loan and is later called to active duty)
may not be charged interest above an annual rate of 6% during the period of the 
borrower's active duty status, unless a court orders otherwise upon application 
of the lender. It is possible that this interest rate limitation could have an  
effect, for an indeterminate period of time, on the ability of the servicer to  
collect full amounts of interest on some of the mortgage loans. Unless the      
applicable prospectus supplement provides a special feature for a particular    
trust fund, any shortfall in interest collections resulting from the application
of the Relief Act could result in losses to the holders of the securities. In   
addition, the Relief Act imposes limitations which would impair the ability of  
the servicer to foreclose on an affected mortgage loan during the borrower's    
period of active duty status. Thus, if an affected mortgage loan goes into      
default, there may be delays and losses occasioned by the inability to realize  
upon the Property in a timely fashion.                                          

Material Federal Income Tax Consequences

    The following discussion is the opinion of Sidley Austin LLP, counsel to
the depositor, as to the material federal income tax consequences of the        
purchase, ownership, and disposition of securities. The opinion of Sidley Austin
LLP is based on laws, regulations, administrative rulings, and judicial         
decisions now in effect, all of which are subject to change either prospectively
or retroactively. The following discussion does not describe aspects of federal 
tax law that are unique to insurance companies, securities dealers and investors
who hold securities as part of a straddle within the meaning of Section 1092 of 
the Code. Prospective investors are encouraged to consult their tax advisors    
regarding the federal, state, local, and any other tax consequences to them of  
the purchase, ownership, and disposition of securities.                         

General                                                                         

 The federal income tax consequences to Holders will vary depending on
whether                                                                         

o     the securities of a series are classified as indebtedness;    

      o     an election is made to treat the trust fund relating to a particular
         series of securities as a real estate mortgage investment conduit
("REMIC") under the Code;                               

      o     the securities represent an ownership interest in some or all of the
assets included in the trust fund for a series; or      

      o     an election is made to treat the trust fund relating to a particular
series of certificates as a partnership.                

    The prospectus supplement for each series of securities will specify how
the securities will be treated for federal income tax purposes and will discuss 
whether a REMIC election, if any, will be made with respect to the series. The  
depositor will file with the SEC a Form 8-K on behalf of the related trust fund 
containing an opinion of Tax Counsel with respect to the validity of the        
information set forth under "Material Federal Income Tax Consequences" herein   
and in the related prospectus supplement.                                       

87

S-3
325th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 325th
    Debt Securities. For purposes of the discussion that follows, securities
characterized as debt for federal income tax purposes and securities            
representing REMIC regular interests ("Regular Interest Securities") will be    
referred to hereinafter collectively as "Debt Securities."                      

Taxation of Debt Securities                                                     

  Original Issue Discount and Premium. The Debt Securities may be issued
with OID. Generally, OID, if any, will equal the difference between the "stated 
redemption price at maturity" of a Debt Security and its "issue price." Holders 
of any class of securities issued with OID will be required to include OID in   
gross income for federal income tax purposes as it accrues, in accordance with a
constant interest method based on the compounding of interest as it accrues     
rather than in accordance with receipt of the interest payments. Holders of Debt
Securities (the "Debt Securityholders") should be aware, however, that the OID  
Regulations do not adequately address certain issues relevant to prepayable     
securities, such as the Debt Securities.                                        

    Rules governing OID are set forth in Code Sections 1271 through 1273 and
1275. These rules require that the amount and rate of accrual of OID be         
calculated based on the Prepayment Assumption and the anticipated reinvestment  
rate, if any, relating to the Debt Securities and prescribe a method for        
adjusting the amount and rate of accrual of the discount where the actual       
prepayment rate differs from the Prepayment Assumption. Under the Code, the     
Prepayment Assumption must be determined in the manner prescribed by            
regulations, which regulations have not yet been issued. The Legislative History
provides, however, that Congress intended the regulations to require that the   
Prepayment Assumption be the prepayment assumption that is used in determining  
the initial offering price of the Debt Securities. The prospectus supplement for
each series of Debt Securities will specify the Prepayment Assumption to be used
for the purpose of determining the amount and rate of accrual of OID. No        
representation is made that the Debt Securities will prepay at the Prepayment   
Assumption or at any other rate.                                                

Regulations governing the calculation of OID on instruments having  
contingent interest payments (the "Contingent Regulations") specifically do not 
apply for purposes of calculating OID on debt instruments subject to Code       
Section 1272(a)(6), such as the Debt Securities. Additionally, the OID          
Regulations do not contain provisions specifically interpreting Code Section    
1272(a)(6). The trustee intends to base its computations on Code Section        
1272(a)(6) and the OID Regulations as described in this prospectus. However,    
because no regulatory guidance currently exists under Code Section 1272(a)(6),  
we can give no assurance that this methodology represents the correct manner of 
calculating OID.                                                                

  In general, each Debt Security will be treated as a single installment
obligation issued with an amount of OID equal to the excess of its "stated      
redemption price at maturity" over its issue price. The issue price of a Debt   
Security is the first price at which a substantial amount of Debt Securities of 
that class are first sold to the public (excluding bond houses, brokers,        
underwriters or wholesalers). The issue price of a Debt Security also includes  
the amount paid by an initial securityholder for accrued interest that relates  
to a period before the issue date of the Debt Security. The stated redemption   
price at maturity of a Debt Security includes the original principal amount of  
the Debt Security, but generally will not include distributions of interest that
constitute "qualified stated interest." Qualified stated interest generally     
means interest unconditionally payable at intervals of one year or less at a    
single fixed rate or qualified variable rate (as described below) during the    
entire term of the Debt Security. Interest is payable at a single fixed rate    
only if the rate appropriately takes into account the length of the interval    
between payments. Distributions of interest on Debt Securities with respect to  
which Deferred Interest will accrue will not constitute qualified stated        
interest payments, and the stated redemption price at maturity of the Debt      
Securities includes all distributions of interest as well as principal thereon. 

     Where the interval between the issue date and the first distribution date
on a Debt Security is longer than the interval between subsequent distribution  
dates, the greater of any original issue discount disregarding the rate in the  
first period and any interest foregone during the first period is treated as the
amount by which the stated redemption price of the security exceeds its issue   
price for purposes of the de minimis rule described below. The OID Regulations  
suggest that all or a portion of the interest on a long first period Debt       
Security that is issued with non-de minimis OID will be treated as OID. Where   
the interval between the issue date and the first distribution date on a Debt   
Security is shorter than the interval between subsequent distribution dates,    
interest due on the first distribution date in excess of the amount that accrued
during the first period would be added to the securities' stated redemption     
price at maturity. Holders of Debt Securities should consult their own tax      
advisors to determine the issue                                                 

88

S-3
326th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 326th
price and stated redemption price at maturity of a Debt Security. Additionally, 
it is possible that the IRS could assert that the stated pass-through rate of   
interest on the Debt Securities is not unconditionally payable because late     
payments or nonpayments on the mortgage loans are not penalized nor are there   
reasonable remedies in place to compel payment on the mortgage loans. That      
position, if successful, would require all holders of Debt Securities to accrue 
income on the securities under the OID Regulations.                             

      Under the de minimis rule, OID on a Debt Security will be considered to be
zero if it is less than 0.25% of the stated redemption price at maturity of the 
Debt Security multiplied by the weighted average maturity of the Debt Security. 
For this purpose, the weighted average maturity of the Debt Security is computed
as the sum of the amounts determined by multiplying the number of full years    
(i.e., rounding down partial years) from the issue date until each distribution 
in reduction of stated redemption price at maturity is scheduled to be made by a
fraction, the numerator of which is the amount of each distribution included in 
the stated redemption price at maturity of the Debt Security and the denominator
of which is the stated redemption price at maturity of the Debt Security.       
Although currently unclear, it appears that the schedule of these distributions 
should be determined in accordance with the Prepayment Assumption. The          
Prepayment Assumption with respect to a series of Debt Security will be set     
forth in the related prospectus supplement. Holders generally must report de    
minimis OID pro rata as principal payments are received, and income will be     
capital gain if the Debt Security is held as a capital asset. However, accrual  
method holders may elect to accrue all de minimis OID as well as market discount
under a constant interest method.                                               

  The prospectus supplement with respect to a trust fund may provide for
certain Debt Securities to be issued at prices significantly exceeding their    
principal amounts or based on notional principal balances (the "Super-Premium   
Securities"). The income tax treatment of Super-Premium Securities is not       
entirely certain. For information reporting purposes, the trust fund intends to 
take the position that the stated redemption price at maturity of Super-Premium 
Securities is the sum of all payments to be made on these Debt Securities       
determined under the Prepayment Assumption, with the result that these Debt     
Securities would be issued with OID. The calculation of income in this manner   
could result in negative original issue discount (which delays future accruals  
of OID rather than being immediately deductible) when prepayments on the        
mortgage loans exceed those estimated under the Prepayment Assumption. As       
discussed above, the Contingent Regulations specifically do not apply to        
prepayable debt instruments subject to Code Section 1272(a)(6), such as the Debt
Securities. However, if the Super-Premium Securities were treated as contingent 
payment obligations, it is unclear how holders of those securities would report 
income or recover their basis. In the alternative, the IRS could assert that the
stated redemption price at maturity of Super-Premium v should be limited to     
their principal amount (subject to the discussion under "--Accrued Interest     
Securities"), so that the Debt Securities would be considered for federal income
tax purposes to be issued at a premium. If this position were to prevail, the   
rules described under "--Debt Securities --Premium" would apply. It is unclear  
when a loss may be claimed for any unrecovered basis for a Super-Premium        
Security. It is possible that a holder of a Super-Premium Security may only     
claim a loss when its remaining basis exceeds the maximum amount of future      
payments, assuming no further prepayments or when the final payment is received 
with respect to the Super-Premium Security. Absent further guidance, the trustee
intends to treat the Super-Premium Securities as described in this prospectus.  

     Under the REMIC Regulations, if the issue price of a Debt Security (other
than those based on a notional amount) does not exceed 125% of its actual       
principal amount, the interest rate is not considered disproportionately high.  
Accordingly, the Debt Security generally should not be treated as a             
Super-Premium Security and the rules described under "--Debt                    
Securities--Premium" should apply. However, it is possible that securities      
issued at a premium, even if the premium is less than 25% of the security's     
actual principal balance, will be required to amortize the premium under an     
original issue discount method or contingent interest method even though no     
election under section 171 of the Code is made to amortize the premium.         

    Generally, a Debt Securityholder must include in gross income the "daily
portions," as determined below, of the OID that accrues on a Debt Security for  
each day a securityholder holds the Debt Security, including the purchase date  
but excluding the disposition date. The daily portions of OID are determined by 
allocating to each day in an accrual period the ratable portion of OID allocable
to the accrual period. Accrual periods may be of any length and may vary in     
length over the term of the Debt Securities, provided that each accrual period  
is not longer than one year, begins or ends on a distribution date (except for  
the first accrual period which begins on the issue date) and begins on the day  
after the preceding accrual period ends. This will be done, in the case of each 
full accrual period, by                                                         

89

S-3
327th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 327th
o     adding                                                        

            o     The present value at the end of the accrual period (determined
                by using as a discount factor the original yield to maturity
             of the Debt Securities as calculated under the Prepayment
               Assumption) of all remaining payments to be received on the
       Debt Securities under the Prepayment Assumption and

     o     any payments included in the stated redemption price at
         maturity received during the same accrual period, and

  o     subtracting from that total the adjusted issue price of the Debt
Securities at the beginning of the same accrual period. 

The adjusted issue price of a Debt Security at the beginning of the first       
accrual period is its issue price; the adjusted issue price of a Debt Security  
at the beginning of a subsequent accrual period is the adjusted issue price at  
the beginning of the immediately preceding accrual period plus the amount of OID
allocable to that accrual period and reduced by the amount of any payment other 
than a payment of qualified stated interest made at the end of or during that   
accrual period. The OID accrued during an accrual period will then be divided by
the number of days in the period to determine the daily portion of OID for each 
day in the accrual period. The calculation of OID under the method described    
above will cause the accrual of OID to either increase or decrease (but never   
below zero) in a given accrual period to reflect the fact that prepayments are  
occurring faster or slower than under the Prepayment Assumption. With respect to
an initial accrual period shorter than a full accrual period, the daily portions
of OID may be determined according to an appropriate allocation under any       
reasonable method.                                                              

   A subsequent purchaser of a Debt Security issued with OID who purchases
the Debt Security at a cost less than the remaining stated redemption price at  
maturity will also be required to include in gross income the sum of the daily  
portions of OID on that Debt Security. In computing the daily portions of OID   
for a subsequent purchaser of a Debt Security (as well as an initial purchaser  
that purchases at a price higher than the adjusted issue price but less than the
stated redemption price at maturity), however, the daily portion is reduced by  
the amount that would be the daily portion for the day (computed in accordance  
with the rules set forth above) multiplied by a fraction, the numerator of which
is the amount, if any, by which the price paid by the holder for that Debt      
Security exceeds the following amount:                                          

  o     the sum of the issue price plus the aggregate amount of OID that
          would have been includible in the gross income of an original Debt
            Securityholder (who purchased the Debt Security at its issue price),
less                                                    

o     any prior payments included in the stated redemption price at 
      maturity, and the denominator of which is the sum of the daily
          portions for that Debt Security for all days beginning on the date
        after the purchase date and ending on the maturity date computed
under the Prepayment Assumption.                        

A holder who pays an acquisition premium instead may elect to accrue OID by     
treating the purchase as a purchase at original issue.                          

   Variable Rate Debt Securities. Debt Securities may provide for interest
based on a variable rate. Interest is treated as payable at a variable rate and 
not as contingent interest if, generally, the issue price does not exceed the   
original principal balance by more than a specified amount and the interest     
compounds or is payable at least annually at current values of certain objective
rates matured by or based on lending rates for newly borrowed funds. An         
objective rate is a rate (other than a qualified floating rate) that is         
determined using a single fixed formula and that is based on objective financial
or economic information. The variable interest generally will be qualified      
stated interest to the extent it is unconditionally payable at least annually   
and, to the extent successive variable rates are used, interest is not          
significantly accelerated or deferred.                                          

     The amount of OID with respect to a Debt Security bearing a variable rate
of interest will accrue in the manner described under "--Original Issue Discount
and Premium" by assuming generally that the index used for the                  

90

S-3
328th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 328th
variable rate will remain fixed throughout the term of the security. Appropriate
adjustments are made for the actual variable rate.                              

Although unclear at present, the depositor intends to treat Debt    
Securities bearing an interest rate that is a weighted average of the net       
interest rates on mortgage loans as variable rate securities. In such case, the 
weighted average rate used to compute the initial pass-through rate on the Debt 
Securities will be deemed to be the index in effect through the life of the Debt
Securities. It is possible, however, that the IRS may treat some or all of the  
interest on Debt Securities with a weighted average rate as taxable under the   
rules relating to obligations providing for contingent payments. This treatment 
may effect the timing of income accruals on the Debt Securities. Additionally,  
if some or all of the mortgage loans are subject to "teaser rates" (i.e., the   
initial rates on the mortgage loans are less than subsequent rates on the       
mortgage loans) the interest paid on some or all of the Debt Securities may be  
subject to accrual using a constant yield method notwithstanding the fact that  
these securities may not have been issued with "true" non-de minimis original   
issue discount.                                                                 

Election to Treat All Interest as OID. The OID Regulations permit a 
securityholder to elect to accrue all interest, discount (including de minimis  
market or original issue discount) and premium in income as interest, based on a
constant yield method for securities. If such an election were to be made with  
respect to a Debt Security with market discount, a securityholder would be      
deemed to have made an election to include in income currently market discount  
with respect to all other debt instruments having market discount that the      
securityholder acquires during the year of the election or thereafter.          
Similarly, a securityholder that makes this election for a security that is     
acquired at a premium will be deemed to have made an election to amortize bond  
premium with respect to all debt instruments having amortizable bond premium    
that the securityholder owns or acquires. See "--Debt Securities --Premium." The
election to accrue interest, discount and premium on a constant yield method    
with respect to a security cannot be revoked without the consent of the IRS.    

      Market Discount. A purchaser of a Debt Security may also be subject to the
market discount provisions of sections 1276 through 1278 of the Code. Under     
these provisions and the OID Regulations, "market discount" equals the excess,  
if any, of a Debt Security's stated principal amount or, in the case of a Debt  
Security with OID, the adjusted issue price (determined for this purpose as if  
the purchaser had purchased the Debt Security from an original holder) over the 
price for the Debt Security paid by the purchaser. A securityholder that        
purchases a Debt Security at a market discount will recognize income upon       
receipt of each distribution representing stated redemption price. In           
particular, under section 1276 of the Code a holder generally will be required  
to allocate each principal distribution first to accrued market discount not    
previously included in income, and to recognize ordinary income to that extent. 
A securityholder may elect to include market discount in income currently as it 
accrues rather than including it on a deferred basis in accordance with the     
foregoing. If made, the election will apply to all market discount bonds        
acquired by the electing securityholder on or after the first day of the first  
taxable year to which the election applies.                                     

    Market discount with respect to a Debt Security will be considered to be
zero if the amount allocable to the Debt Security is less than 0.25% of the Debt
Security's stated redemption price at maturity multiplied by the Debt Security's
weighted average maturity remaining after the date of purchase. If market       
discount on a Debt Security is considered to be zero under this rule, the actual
amount of market discount must be allocated to the remaining principal payments 
on the Debt Security, and gain equal to the allocated amount will be recognized 
when the corresponding principal payment is made. Treasury regulations          
implementing the market discount rules have not yet been issued; therefore,     
investors should consult their own tax advisors regarding the application of    
these rules and the advisability of making any of the elections allowed under   
sections 1276 through 1278 of the Code.                                         

     The Code provides that any principal payment (whether a scheduled payment
or a prepayment) or any gain on disposition of a market discount bond acquired  
by the taxpayer after October 22, 1986, shall be treated as ordinary income to  
the extent that it does not exceed the accrued market discount at the time of   
the payment. The amount of accrued market discount for purposes of determining  
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.     

The Code also grants authority to the Treasury Department to issue  
regulations providing for the computation of accrued market discount on debt    
instruments, the principal of which is payable in more than one installment.    
Until regulations are issued by the Treasury, rules described in the Legislative
History will apply. Under those rules, the holder of a market discount bond may 
elect to accrue market discount either on the basis of                          

91

S-3
329th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 329th
a constant interest rate or according to one of the following methods. For Debt 
Securities issued with OID, the amount of market discount that accrues during a 
period is equal to the product of the total remaining market discount and a     
fraction, the numerator of which is the OID accruing during the period and the  
denominator of which is the total remaining OID at the beginning of the period. 
For Debt Securities issued without OID, the amount of market discount that      
accrues during a period is equal to the product of the total remaining market   
discount and a fraction, the numerator of which is the amount of stated interest
paid during the accrual period and the denominator of which is the total amount 
of stated interest remaining to be paid at the beginning of the period. For     
purposes of calculating market discount under any of the above methods in the   
case of instruments (such as the Debt Securities) that provide for payments that
may be accelerated due to prepayments of other obligations securing the         
instruments, the same Prepayment Assumption applicable to calculating the       
accrual of OID will apply.                                                      

   A holder of a Debt Security that acquires the Debt Security at a market
discount also may be required to defer, until the maturity date of the Debt     
Security or its earlier disposition in a taxable transaction, the deduction of a
portion of the amount of interest that the holder paid or accrued during the    
taxable year on indebtedness incurred or maintained to purchase or carry the    
Debt Security in excess of the aggregate amount of interest (including OID)     
includible in the holder's gross income for the taxable year with respect to the
Debt Security. The amount of the net interest expense deferred in a taxable year
may not exceed the amount of market discount accrued on the Debt Security for   
the days during the taxable year on which the holder held the Debt Security and,
in general, would be deductible when the market discount is includible in       
income. The amount of any remaining deferred deduction is to be taken into      
account in the taxable year in which the Regular v matures or is disposed of in 
a taxable transaction. In the case of a disposition in which gain or loss is not
recognized in whole or in part, any remaining deferred deduction will be allowed
to the extent of gain recognized on the disposition. This deferral rule does not
apply if the Debt Securityholder elects to include the market discount in income
currently as it accrues on all market discount obligations acquired by the Debt 
Securityholder in that taxable year or thereafter.                              

    Premium. A purchaser of a Debt Security that purchases the Debt Security
at a cost (not including accrued qualified stated interest) greater than its    
remaining stated redemption price at maturity will be considered to have        
purchased the Debt Security at a premium and may elect to amortize the premium  
under a constant yield method. It is not clear whether the Prepayment Assumption
would be taken into account in determining the life of the Debt Security for    
this purpose. The trustee intends to account for amortizable bond premium in the
manner described in this prospectus. However, the Legislative History states    
that the same rules that apply to accrual of market discount (which rules       
require use of a Prepayment Assumption in accruing market discount with respect 
to Debt Securities without regard to whether the securities have OID) will also 
apply in amortizing bond premium. The Code provides that amortizable bond       
premium will be allocated among the interest payments on the Debt Securities and
will be applied as an offset against the interest payment. Prospective          
purchasers of the Debt Securities should consult their tax advisors regarding   
the possible application of the Amortizable Bond Premium Regulations.           

      Deferred Interest. Certain classes of Debt Securities will provide for the
accrual of Deferred Interest with respect to one or more ARM Loans. Any Deferred
Interest that accrues with respect to a class of Debt Securities will constitute
income to the holders of the securities before the time distributions of cash   
with respect to the Deferred Interest are made. It is unclear, under the OID    
Regulations, whether any of the interest on the securities will constitute      
qualified stated interest or whether all or a portion of the interest payable on
the securities must be included in the stated redemption price at maturity of   
the securities and accounted for as OID (which could accelerate the inclusion). 
Interest on Debt Securities must in any event be accounted for under an accrual 
method by the holders of the securities and, therefore, applying the latter     
analysis may result only in a slight difference in the timing of the inclusion  
in income of interest on the Debt Securities.                                   

   Effects of Defaults and Delinquencies. Certain series of securities may
contain one or more classes of subordinated securities, and in the event there  
are defaults or delinquencies on the mortgage loans, amounts that would         
otherwise be distributed on the subordinated securities may instead be          
distributed on the senior securities. Subordinated securityholders nevertheless 
will be required to report income with respect to their securities under an     
accrual method without giving effect to delays and reductions in distributions  
on the subordinated securities attributable to defaults and delinquencies on the
mortgage loans, except to the extent that it can be established that the amounts
are uncollectible. As a result, the amount of income reported by a subordinated 
securityholder in any period could significantly exceed the amount of cash      
distributed to the holder in that period. The holder will eventually be allowed 
a loss (or will be allowed to report a lesser amount of income) to the extent   
that the aggregate                                                              

92

S-3
330th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 330th
amount of distributions on the subordinated security is reduced as a result of  
defaults and delinquencies on the mortgage loans. However, the timing and       
characterization of any losses or reductions in income are uncertain, and,      
accordingly, subordinated securityholders are urged to consult their own tax    
advisors on this point.                                                         

Sale, Exchange or Redemption. If a Debt Security is sold, exchanged,
redeemed or retired, the seller will recognize gain or loss equal to the        
difference between the amount realized on the sale, exchange, redemption, or    
retirement and the seller's adjusted basis in the Debt Security. The adjusted   
basis generally will equal the cost of the Debt Security to the seller,         
increased by any OID and market discount included in the seller's gross income  
with respect to the Debt Security, and reduced (but not below zero) by payments 
included in the stated redemption price at maturity previously received by the  
seller and by any amortized premium. Similarly, a holder who receives a payment 
that is part of the stated redemption price at maturity of a Debt Security will 
recognize gain equal to the excess, if any, of the amount of the payment over   
the holder's adjusted basis in the Debt Security. A Debt Securityholder who     
receives a final payment that is less than the holder's adjusted basis in the   
Debt Security will generally recognize a loss. Any gain or loss will be capital 
gain or loss, provided that the Debt Security is held as a "capital asset"      
(generally, property held for investment) within the meaning of section 1221 of 
the Code. Gain from the sale or other disposition of a Debt Security that might 
otherwise be capital gain will be treated as ordinary income (a) to the extent  
the gain constitutes "Market Discount," and (b) to the extent that the gain does
not exceed the excess, if any, of the amount that would have been includible in 
the holder s income with respect to the Debt Security had income accrued on it  
at a rate equal to 110% of the AFR as defined in section 1274(d) of the Code    
determined as of the date of purchase of the Debt Security, over the amount     
actually includible in the holder's income. In addition, the Debt Securities    
will be "evidences of indebtedness" within the meaning of section 582(c)(1) of  
the Code, so that gain or loss recognized from the sale of a Debt Security by a 
bank or a thrift institution to which this section applies will be ordinary     
income or loss.                                                                 

 The Debt Security information reports will include a statement of the
adjusted issue price of the Debt Security at the beginning of each accrual      
period. In addition, the reports will include information necessary to compute  
the accrual of any market discount that may arise upon secondary trading of Debt
Securities. Because exact computation of the accrual of market discount on a    
constant yield method would require information relating to the holder's        
purchase price which the REMIC may not have, it appears that the information    
reports will only require information pertaining to the appropriate             
proportionate method of accruing market discount.                               

     Accrued Interest Securities. Certain of the Debt Securities ("Payment Lag
Securities") may provide for payments of interest based on a period that        
corresponds to the interval between distribution dates but that ends before each
distribution date. The period between the Closing Date for Payment Lag          
Securities and their first distribution date may or may not exceed that         
interval. Purchasers of Payment Lag Securities for which the period between the 
Closing Date and the first distribution date does not exceed that interval could
pay upon purchase of the Debt Securities accrued interest in excess of the      
accrued interest that would be paid if the interest paid on the distribution    
date were interest accrued from distribution date to distribution date. If a    
portion of the initial purchase price of a Debt Security is allocable to        
interest that has accrued before the issue date ("pre-issuance accrued          
interest") and the Debt Security provides for a payment of stated interest on   
the first payment date (and the first payment date is within one year of the    
issue date) that equals or exceeds the amount of the pre-issuance accrued       
interest, then the Regular v issue price may be computed by subtracting from the
issue price the amount of pre-issuance accrued interest, rather than as an      
amount payable on the Debt Security. However, it is unclear under this method   
how the OID Regulations treat interest on Payment Lag Securities. Therefore, in 
the case of a Payment Lag Security, the trust fund intends to include accrued   
interest in the issue price and report interest payments made on the first      
distribution date as interest to the extent the payments represent interest for 
the number of days that the securityholder has held the Payment Lag Security    
during the first accrual period.                                                

     Investors are encouraged to consult their own tax advisors concerning the
treatment for federal income tax purposes of Payment Lag Securities.            

      Treatment of Realized Losses. Although not entirely clear, it appears that
holders of Regular Securities that are corporations should in general be allowed
to deduct as an ordinary loss any loss sustained during the taxable year on     
account of the securities becoming wholly or partially worthless, and that, in  
general, holders of securities that are not corporations should be allowed to   
deduct as a short-term capital loss any loss sustained during the taxable year  
on account of the securities becoming wholly worthless. Although the matter is  
unclear, non-corporate holders of securities may be allowed a bad debt deduction
at the time that the principal balance of a certificate is reduced to           

93

S-3
331st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 331st
reflect realized losses resulting from any liquidated mortgage loans. The       
Internal Revenue Service, however, could take the position that non-corporate   
holders will be allowed a bad debt deduction to reflect realized losses only    
after all mortgage loans remaining in the related trust fund have been          
liquidated or the securities of the related series have been otherwise retired. 
Potential investors and Holders of the securities are urged to consult their own
tax advisors regarding the appropriate timing, amount and character of any loss 
sustained with respect to their securities, including any loss resulting from   
the failure to recover previously accrued interest or discount income.          

     Subsequent Recoveries. The Class Security Balance of securities that have
been reduced because of allocations of Realized Losses may also be increased as 
a result of Subsequent Recoveries. See the discussion under the caption "The    
Agreements--Realization Upon Defaulted Mortgage Loans--Application of           
Liquidation Proceeds." An increase in a principal balance caused by a Subsequent
Recovery should be treated by the securityholder as ordinary (or capital) income
to the extent that the securityholder claimed an ordinary (or capital) deduction
for any decrease in the principal balance caused by Realized Losses. Potential  
investors and Holders of the securities are urged to consult their own tax      
advisors regarding the appropriate timing, amount and character of any income   
realized with respect to their securities as a result of Subsequent Recoveries. 
"Subsequent Recoveries" are unexpected recoveries, net of reimbursable expenses,
with respect to a Liquidated Mortgage Loan that resulted in a Realized Loss     
prior to the receipt of such recoveries.                                        

   Non-U.S. Persons. A non-U.S. Person who is an individual or corporation
(or an entity treated as a corporation for federal income tax purposes) holding 
the securities on its own behalf will not be subject to United States federal   
income taxes on payments of principal, premium, interest or original issue      
discount on a security, unless such non-U.S. Person is a direct or indirect 10% 
or greater shareholder of us, a controlled foreign corporation related to us or 
a bank receiving interest described in section 881(c)(3)(A) of the Code. To     
qualify for the exemption from taxation, the non-U.S. Person must follow the    
certification requirements set forth in the section identified as "Material     
Federal Income Tax Consequences--Non-REMIC Securities--d. Non-U.S. Persons"     
above.                                                                          

      Backup Withholding. Backup withholding of United States federal income tax
may apply to payments made in respect of the securities to registered owners who
are not "exempt recipients" and who fail to provide certain identifying         
information (such as the registered owner's taxpayer identification number) in  
the required manner. To qualify for the exemption from back-up withholding, the 
securityholder must follow the certification requirements set forth in the      
section identified as "Material Federal Income Tax Consequences--Non-REMIC      
Securities--d. Non-U.S. Persons" above.                                         

REMIC Securities                                                                

     The trust fund relating to a series of securities may elect to be treated
as a REMIC. Qualification as a REMIC requires ongoing compliance with certain   
conditions. Although a REMIC is not generally subject to federal income tax     
(see, however "--Residual Certificates" and "--Prohibited Transactions"), if a  
trust fund with respect to which a REMIC election is made fails to comply with  
one or more of the ongoing requirements of the Code for REMIC status during any 
taxable year, including the implementation of restrictions on the purchase and  
transfer of the residual interests in a REMIC as described under "Residual      
Certificates," the Code provides that a trust fund will not be treated as a     
REMIC for that year and thereafter. In that event, the entity may be taxable as 
a separate corporation, and the related securities (the "REMIC Securities") may 
not be accorded the status or given the tax treatment described below. While the
Code authorizes the Treasury Department to issue regulations providing relief   
upon an inadvertent termination of the status of a trust fund as a REMIC, no    
such regulations have been issued. Any relief, moreover, may be accompanied by  
sanctions, such as the imposition of a corporate tax on all or a portion of the 
REMIC's income for the period in which the requirements for REMIC status are not
satisfied. Assuming compliance with all provisions of the related pooling and   
servicing agreement, each trust fund that elects REMIC status will qualify as a 
REMIC, and the related securities will be considered to be regular interests    
("Regular Securities ") or residual interests ("Residual Certificates") in the  
REMIC. The related prospectus supplement for each series of securities will     
indicate whether the trust fund will make a REMIC election and whether a class  
of securities will be treated as a regular or residual interest in the REMIC.   
With respect to each trust fund for which a REMIC election is to be made, Sidley
Austin LLP will issue an opinion confirming the conclusions expressed above     
concerning the status of the trust fund as a REMIC and the status of the        
securities as representing regular or residual interests in a REMIC.            

94

S-3
332nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 332nd
   In general, with respect to each series of securities for which a REMIC
election is made, securities held by a thrift institution taxed as a "domestic  
building and loan association" will constitute assets described in Code Section 
7701(a)(19)(C); securities held by a real estate investment trust will          
constitute "real estate assets" within the meaning of Code Section 856(c)(4)(A);
and interest on securities held by a real estate investment trust will be       
considered "interest on obligations secured by mortgages on real property"      
within the meaning of Code Section 856(c)(3)(B). If less than 95% of the REMIC's
assets are assets qualifying under any of these Code sections, the securities   
will be qualifying assets only to the extent that the REMIC's assets are        
qualifying assets. In addition, payments on mortgage loans held pending         
distribution on the REMIC Securities will be considered to be real estate assets
for purposes of Code Section 856(c).                                            

      In some instances the mortgage loans may not be treated entirely as assets
described in the foregoing sections. See, in this regard, the discussion of     
buydown loans contained in "--Non-REMIC Securities--Single Class of Securities."
REMIC Securities held by a real estate investment trust will not constitute     
"Government Securities" within the meaning of Code Section 856(c)(4)(A), and    
REMIC Securities held by a regulated investment company will not constitute     
"Government Securities" within the meaning of Code Section 851(b)(4)(A)(ii).    
REMIC Securities held by certain financial institutions will constitute         
"evidences of indebtedness" within the meaning of Code Section 582(c)(1).       

  A "qualified mortgage" for REMIC purposes is any obligation (including
certificates of participation in an obligation) that is principally secured by  
an interest in real property and that is transferred to the REMIC within a      
prescribed time period in exchange for regular or residual interests in the     
REMIC. The REMIC Regulations provide that manufactured housing or mobile homes  
(not including recreational vehicles, campers or similar vehicles) that are     
"single family residences" under Code Section 25(e)(10) will qualify as real    
property without regard to state law classifications.                           

  Tiered REMIC Structures. For certain series of securities, two or more
separate elections may be made to treat designated portions of the related trust
fund as REMICs (respectively, the "Subsidiary REMIC" or "REMICs" and the "Master
REMIC") for federal income tax purposes. Upon the issuance of such a series of  
securities, assuming compliance with all provisions of the related agreement,   
the Master REMIC as well as each Subsidiary REMIC will each qualify as a REMIC, 
and the REMIC Securities issued by the Master REMIC and each Subsidiary REMIC,  
respectively, will be considered to evidence ownership of Regular Securities or 
Residual Certificates in the related REMIC within the meaning of the REMIC      
provisions. With respect to each trust fund for which more than one REMIC       
election is to be made, Sidley Austin LLP will issue an opinion confirming the  
conclusions expressed above concerning the status of the Master REMIC and each  
Subsidiary REMIC as a REMIC and the status of the securities as regular or      
residual interests in a REMIC.                                                  

     Only REMIC Securities, other than the residual interest in any Subsidiary
REMIC, issued by the Master REMIC will be offered under this prospectus. All    
Subsidiary REMICs and the Master REMIC will be treated as one REMIC solely for  
purposes of determining whether the REMIC Securities will be "real estate       
assets" within the meaning of Code Section 856(c)(4)(A); whether the REMIC      
Securities will be "loans secured by an interest in real property" under Code   
Section 7701(a)(19)(C); and whether the income on the securities is interest    
described in Code Section 856(c)(3)(B).                                         

a. Regular Securities                                                     

      General. Except as otherwise stated in this discussion, Regular Securities
will be treated for federal income tax purposes as debt instruments issued by   
the REMIC and not as ownership interests in the REMIC or its assets. Holders of 
Regular Securities that otherwise report income under a cash method of          
accounting will be required to report income with respect to Regular Securities 
under an accrual method. For a general discussion of the tax consequences of    
investing in Regular Securities, see the discussion above under "Taxation of    
Debt Securities."                                                               

Non-Interest Expenses of the REMIC. Under the temporary Treasury    
regulations, if the REMIC is considered to be a "single-class REMIC," a portion 
of the REMIC's servicing, administrative and other non-interest expenses will be
allocated as a separate item to those Regular Securityholders that are          
"pass-through interest holders." securityholders that are pass-through interest 
holders should consult their own tax advisors about the impact of these rules on
an investment in the Regular Securities. See "Pass-Through of Non-Interest      
Expenses of the REMIC under Residual Certificates."                             

95

S-3
333rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 333rd
b. Residual Certificates                                                  

   Allocation of the Income of the REMIC to the Residual Certificates. The
REMIC will not be subject to federal income tax except with respect to income   
from prohibited transactions and certain other transactions. See "--Prohibited  
Transactions and Other Taxes." Instead, each original holder of a Residual      
Certificate will report on its federal income tax return, as ordinary income,   
its share of the taxable income of the REMIC for each day during the taxable    
year on which it owns any Residual Certificates. The taxable income of the REMIC
for each day will be determined by allocating the taxable income of the REMIC   
for each calendar quarter ratably to each day in the quarter. An original       
holder's share of the taxable income of the REMIC for each day will be based on 
the portion of the outstanding Residual Certificates that the holder owns on    
that day. The taxable income of the REMIC will be determined under an accrual   
method and will be taxable to the holders of Residual Certificates without      
regard to the timing or amounts of cash distributions by the REMIC. Ordinary    
income derived from Residual Certificates will be "portfolio income" for        
purposes of the taxation of taxpayers subject to the limitations on the         
deductibility of "passive losses." As residual interests, the Residual          
Certificates will be subject to tax rules, described below, that differ from    
those that would apply if the Residual Certificates were treated for federal    
income tax purposes as direct ownership interests in the securities or as debt  
instruments issued by the REMIC.                                                

  A Residual Certificateholder may be required to include taxable income
from the Residual Certificate in excess of the cash distributed. For example, a 
structure where principal distributions are made serially on regular interests  
(that is, a fast-pay, slow-pay structure) may generate that sort of mismatching 
of income and cash distributions (that is, "phantom income"). This mismatching  
may be caused by the use of certain required tax accounting methods by the      
REMIC, variations in the prepayment rate of the underlying mortgage loans and   
certain other factors. Depending upon the structure of a particular transaction,
the aforementioned factors may significantly reduce the after-tax yield of a    
Residual Certificate to a Residual Certificateholder. Investors should consult  
their own tax advisors concerning the federal income tax treatment of a Residual
Certificate and the impact of the tax treatment on the after-tax yield of a     
Residual Certificate.                                                           

Taxable Income of the REMIC Attributable to Residual Interests. The 
taxable income of the REMIC will reflect a netting of the income from the       
mortgage loans and the REMIC's other assets and the deductions allowed to the   
REMIC for interest and OID on the Regular Securities and, except as described   
under "--Regular Securities--Non-Interest Expenses of the REMIC," other         
expenses. REMIC taxable income is generally determined in the same manner as the
taxable income of an individual using the accrual method of accounting, except  
that the limitations on deductibility of investment interest expense and        
expenses for the production of income do not apply, all bad loans will be       
deductible as business bad debts, and the limitation on the deductibility of    
interest and expenses related to tax-exempt income is more restrictive than with
respect to individual. The REMIC's gross income includes interest, original     
issue discount income, and market discount income, if any, on the mortgage      
loans, as well as, income earned from temporary investments on reverse assets,  
reduced by the amortization of any premium on the mortgage loans. In addition, a
Residual Certificateholder will recognize additional income due to the          
allocation of realized losses to the Regular Securities due to defaults,        
delinquencies and realized losses on the mortgage loans. The timing of the      
inclusion of the income by Residual Certificateholders may differ from the time 
the actual loss is allocated to the Regular Securities. The REMIC's deductions  
include interest and original issue discount expense on the Regular Securities, 
servicing fees on the mortgage loans, other administrative expenses of the REMIC
and realized losses on the mortgage loans. The requirement that Residual        
Certificateholders report their pro rata share of taxable income or net loss of 
the REMIC will continue until there are no securities of any class of the       
related series outstanding.                                                     

  For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices  
of the Regular Securities and the Residual Certificates (or, if a class of      
securities is not sold initially, its fair market value). The aggregate basis   
will be allocated among the mortgage loans and other assets of the REMIC in     
proportion to their respective fair market value. A mortgage loan will be deemed
to have been acquired with discount or premium to the extent that the REMIC s   
basis therein is less than or greater than its principal balance, respectively. 
Any discount (whether market discount or OID) will be includible in the income  
of the REMIC as it accrues, in advance of receipt of the cash attributable to   
this income, under a method similar to the method described above for accruing  
OID on the Regular Securities. The REMIC expects to elect under Code Section 171
to amortize any premium on the mortgage loans. Premium on any mortgage loan to  
which the election applies would be amortized under a constant yield method. It 
is not clear whether the yield of a mortgage loan would be calculated for this  
purpose based on scheduled payments or taking account of the                    

96

S-3
334th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 334th
Prepayment Assumption. Additionally, the election would not apply to the yield  
with respect to any underlying mortgage loan originated on or before September  
27, 1985. Instead, premium with respect to that mortgage loan would be allocated
among the principal payments thereon and would be deductible by the REMIC as    
those payments become due.                                                      

     The REMIC will be allowed a deduction for interest and OID on the Regular
Securities. The amount and method of accrual of OID will be calculated for this 
purpose in the same manner as described above with respect to Regular Securities
except that the 0.25% per annum de minimis rule and adjustments for subsequent  
holders described therein will not apply.                                       

      A Residual Certificateholder will not be permitted to amortize the cost of
the Residual Certificate as an offset to its share of the REMIC's taxable       
income. However, that taxable income will not include cash received by the REMIC
that represents a recovery of the REMIC's basis in its assets, and, as described
above, the issue price of the Residual Securities will be added to the issue    
price of the Regular Securities in determining the REMIC's initial basis in its 
assets. See "--Sale or Exchange of Residual Certificates." For a discussion of  
possible adjustments to income of a subsequent holder of a Residual Certificate 
to reflect any difference between the actual cost of the Residual Certificate to
the holder and the adjusted basis the Residual Certificate would have in the    
hands of an original Residual Certificateholder, see "--Allocation of the Income
of the REMIC to the Residual Certificates."                                     

    Net Losses of the REMIC. The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. The net loss would be  
allocated among the Residual Certificateholders in the same manner as the       
REMIC's taxable income. The net loss allocable to any Residual Certificate will 
not be deductible by the holder to the extent that the net loss exceeds the     
holder's adjusted basis in the Residual Certificate. Any net loss that is not   
currently deductible due to this limitation may only be used by the Residual    
Certificateholder to offset its share of the REMIC's taxable income in future   
periods (but not otherwise). The ability of Residual Certificateholders that are
individuals or closely held corporations to deduct net losses may be subject to 
additional limitations under the Code.                                          

 For purposes of determining REMIC taxable income or loss, the trustee
intends to treat Subsequent Recoveries in a way described under the caption     
"Subsequent Recoveries."                                                        

      Pass-Through of Non-Interest Expenses of the REMIC. As a general rule, all
of the fees and expenses of a REMIC will be taken into account by holders of the
Residual Certificates. In the case of a single class REMIC, however, the        
expenses and a matching amount of additional income will be allocated among the 
Regular Securityholders and the Residual Certificateholders on a daily basis in 
proportion to the relative amounts of income accruing to each securityholder on 
that day. In general terms, a single class REMIC is one that either would       
qualify as a grantor trust if it were not a REMIC (treating all interests as    
ownership interests, even if they would be classified as debt for federal income
tax purposes) or is similar to a grantor trust and is structured with the       
principal purpose of avoiding the single class REMIC rules. The applicable      
prospectus supplement may apportion expenses to the Regular Securities, but if  
it does not, then the expenses of the REMIC will be allocated to holders of the 
related Residual Certificates in their entirety and not to holders of the       
related Regular Securities.                                                     

In the case of individuals (or trusts, estates or other persons that
compute their income in the same manner as individuals) who own an interest in a
Regular Security or a Residual Certificate directly or through a pass-through   
interest holder that is required to pass miscellaneous itemized deductions      
through to its owners or beneficiaries (e.g. a partnership, an S corporation or 
a grantor trust), the trust expenses will be deductible under Code Section 67   
only to the extent that those expenses, plus other "miscellaneous itemized      
deductions" of the individual, exceed 2% of the individual's adjusted gross     
income. In addition, Code Section 68 provides that the amount of itemized       
deductions otherwise allowable for an individual whose adjusted gross income    
exceeds a certain amount (the "Applicable Amount") will be reduced by the lesser
of 3% of the excess of the individual's adjusted gross income over the          
Applicable Amount or 80% of the amount of itemized deductions otherwise         
allowable for the taxable year. The amount of additional taxable income         
recognized by Residual Certificateholders who are subject to these limitations  
may be substantial. Further, holders (other than corporations) subject to the   
alternative minimum tax may not deduct miscellaneous itemized deductions in     
determining their alternative minimum taxable income. The REMIC is required to  
report to each pass-through interest holder and to the IRS the holder's         
allocable share, if any, of the REMIC's non-interest expenses. The term         
"pass-through interest holder" generally refers to individuals, entities taxed  
as individuals and certain pass-through entities, but does not include real     
estate investment trusts.                                                       

97

S-3
335th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 335th
Residual Certificateholders that are pass-through interest holders are          
encouraged to consult their own tax advisors about the impact of these rules on 
an investment in the Residual Certificates.                                     

Excess Inclusions. A portion of the income on a Residual Certificate
(referred to in the Code as an "excess inclusion") will be subject to federal   
income tax in all events. Thus, for example, an excess inclusion may not be     
offset by any unrelated losses, deductions or loss carryovers of a Residual     
Certificateholder; will be treated as "unrelated business taxable income" within
the meaning of Code Section 512 if the Residual Certificateholder is a pension  
fund or any other organization that is subject to tax only on its unrelated     
business taxable income (see "--Tax-Exempt Investors"); and is not eligible for 
any reduction in the rate of withholding tax in the case of a Residual          
Certificateholder that is a foreign investor. See "--Non-U.S. Persons."         

Except as discussed in the following paragraph, with respect to any 
Residual Certificateholder, the excess inclusions is the excess, if any, of the 
income of the Residual Certificateholder for that calendar quarter from its     
Residual Certificate over the sum of the "daily accruals" for all days during   
the calendar quarter on which the Residual Certificateholder holds the Residual 
Certificate. For this purpose, the daily accruals with respect to a Residual    
Certificate are determined by allocating to each day in the calendar quarter its
ratable portion of the product of the "adjusted issue price" of the Residual    
Certificate at the beginning of the calendar quarter and 120 percent of the     
"Federal long-term rate" in effect at the time the Residual Certificate is      
issued. For this purpose, the "adjusted issue price" of a Residual Certificate  
at the beginning of any calendar quarter equals the issue price of the Residual 
Certificate, increased by the amount of daily accruals for all prior quarters,  
and decreased (but not below zero) by the aggregate amount of payments made on  
the Residual Certificate before the beginning of the same quarter.              

     In the case of any Residual Certificates held by a real estate investment
trust, the aggregate excess inclusions with respect to the Residual             
Certificates, reduced (but not below zero) by the real estate investment trust  
taxable income (within the meaning of Code Section 857(b)(2), excluding any net 
capital gain), will be allocated among the shareholders of the trust in         
proportion to the dividends received by the shareholders from the trust, and any
amount so allocated will be treated as an excess inclusion with respect to a    
Residual Certificate as if held directly by the shareholder. Regulated          
investment companies, common trust funds and certain cooperatives are subject to
similar rules.                                                                  

   Payments. Any distribution made on a Residual Certificate to a Residual
Certificateholder will be treated as a non-taxable return of capital to the     
extent it does not exceed the Residual Certificateholder's adjusted basis in the
Residual Certificate. To the extent a distribution exceeds the adjusted basis,  
it will be treated as gain from the sale of the Residual Certificate.           

   Sale or Exchange of Residual Certificates. If a Residual Certificate is
sold or exchanged, the seller will generally recognize gain or loss equal to the
difference between the amount realized on the sale or exchange and its adjusted 
basis in the Residual Certificate (except that the recognition of loss may be   
limited under the "wash sale" rules). A holder's adjusted basis in a Residual   
Certificate generally equals the cost of the Residual Certificate to the        
Residual Certificateholder, increased by the taxable income of the REMIC that   
was included in the income of the Residual Certificateholder with respect to the
Residual Certificate, and decreased (but not below zero) by the net losses that 
have been allowed as deductions to the Residual Certificateholder with respect  
to the Residual Certificate and by the distributions received thereon by the    
Residual Certificateholder. In general, the gain or loss will be capital gain or
loss provided the Residual Certificate is held as a capital asset. However,     
Residual Certificates will be "evidences of indebtedness" within the meaning of 
Code Section 582(c)(1), so that gain or loss recognized from sale of a Residual 
Certificate by a bank or thrift institution to which that section applies would 
be ordinary income or loss.                                                     

      Except as provided in Treasury regulations yet to be issued, if the seller
of a Residual Certificate reacquires the Residual Certificate, or acquires any  
other Residual Certificate, any residual interest in another REMIC or similar   
interest in a "taxable mortgage pool" (as defined in Code Section 7701(i))      
during the period beginning six months before, and ending six months after, the 
date of the sale, the sale will be subject to the "wash sale" rules of Code     
Section 1091. In that event, any loss realized by the Residual Certificateholder
on the sale will not be deductible, but, instead, will increase the Residual    
Certificateholder's adjusted basis in the newly acquired asset.                 

98

S-3
336th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 336th
     Purchasers of a Residual Certificate are encouraged to consider carefully
the tax consequences of an investment in Residual Certificates discussed in the 
prospectus and consult their own tax advisors with respect to those             
consequences. See "Material Federal Income Tax Consequences -- REMIC Securities 
-- b. Residual Certificates." Specifically, prospective holders of Residual     
Certificates should consult their tax advisors regarding whether, at the time of
acquisition, a Residual Certificate will be treated as a "noneconomic" residual 
interest, as a "tax avoidance potential" residual interest or as both. Among    
other things, holders of noneconomic Residual Certificates should be aware of   
REMIC regulations that may affect their ability to transfer their Residual      
Certificates. See "Material Federal Income Tax Consequences -- Tax Restrictions 
on Transfer of Residual Certificates -- Noneconomic Residual Certificates,"     
"Material Federal Income Tax Consequences -- b. Residual Certificates -- Mark to
Market Rules," "-- Excess Inclusions" and "Material Federal Income Tax          
Consequences -- Tax Related Restrictions on Transfers of Residual Certificates  
-- Foreign Investors."                                                          

Additionally, for information regarding Prohibited Transactions and 
Treatment of Realized Losses, see "Material Federal Income Tax Consequences --  
Prohibited Transactions and Other Taxes" and "-- REMIC Securities -- a. Regular 
Securities -- Treatment of Realized Losses" in the prospectus.                  

   As a result of the Economic Growth and Tax Relief Reconciliation Act of
2001 (the "2001 Act"), limitations imposed by section 68 of the Code on claiming
itemized deductions will be phased-out commencing in 2006, which will affect    
individuals holding Residual Certificates. In addition, as a result of the Jobs 
and Growth Tax Relief Reconciliation Act of 2003 (the "2003 Act"), the backup   
withholding rate has been reduced to 28%. Unless they are amended, these        
provisions of the 2001 Act and the 2003 Act will no longer apply for taxable    
years beginning on or after December 31, 2010. See "Material Federal Income Tax 
Consequences" in the prospectus. Investors are encouraged to consult their own  
tax advisors with respect to both statutes.                                     

Prohibited Transactions and Other Taxes                                         

   The Code imposes a tax on REMICs equal to 100 percent of the net income
derived from "prohibited transactions" (the "Prohibited Transactions Tax") and  
prohibits deducting any loss with respect to prohibited transactions. In        
general, subject to certain specified exceptions, a prohibited transaction means
the disposition of a mortgage loan, the receipt of income from a source other   
than a mortgage loan or certain other permitted investments, the receipt of     
compensation for services, or gain from the disposition of an asset purchased   
with the payments on the mortgage loans for temporary investment pending        
distribution on the securities. It is not anticipated that the trust fund for   
any series of securities will engage in any prohibited transactions in which it 
would recognize a material amount of net income.                                

      In addition, certain contributions to a trust fund as to which an election
has been made to treat the trust fund as a REMIC made after the day on which the
trust fund issues all of its interest could result in the imposition of a tax on
the trust fund equal to 100% of the value of the contributed property (the      
"Contributions Tax"). No trust fund for any series of securities will accept    
contributions that would subject it to a Contributions Tax.                     

    In addition, a trust fund as to which an election has been made to treat
the trust fund as a REMIC may also be subject to federal income tax at the      
highest corporate rate on "net income from foreclosure property," determined by 
reference to the rules applicable to real estate investment trusts. "Net income 
from foreclosure property" generally means income from foreclosure property     
other than qualifying income for a real estate investment trust.                

Where any Prohibited Transactions Tax, Contributions Tax, tax on net
income from foreclosure property or state or local income or franchise tax that 
may be imposed on a REMIC relating to any series of securities results from a   
breach of the related servicer's, trustee's or seller's obligations under the   
related pooling and servicing agreement for the series, the tax will be borne by
the servicer, trustee or seller, as the case may be, out of its own funds or the
seller's obligation to repurchase a mortgage loan, the tax will be borne by the 
seller.                                                                         

If the servicer, trustee or seller, as the case may be, fails to pay or is not  
required to pay the tax as provided above, the tax will be payable out of the   
trust fund for the series and will result in a reduction in amounts available to
be distributed to the securityholders of the series.                            

Administrative Matters                                                          

99

S-3
337th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 337th
    Solely for the purpose of the administrative provisions of the Code, the
REMIC generally will be treated as a partnership and the Residual               
Certificateholders will be treated as the partners if there is more than one    
holder of the Residual Certificate. Certain information will be furnished       
quarterly to each Residual Certificateholder who held a Residual Certificate on 
any day in the previous calendar quarter.                                       

    Each Residual Certificateholder is required to treat items on its return
consistently with their treatment on the REMIC's return, unless the Residual    
Certificateholder either files a statement identifying the inconsistency or     
establishes that the inconsistency resulted from incorrect information received 
from the REMIC. The IRS may assert a deficiency resulting from a failure to     
comply with the consistency requirement without instituting an administrative   
proceeding at the REMIC level. Any person that holds a Residual Certificate as a
nominee for another person may be required to furnish the REMIC, in a manner to 
be provided in Treasury regulations, with the name and address of the person and
other information.                                                              

Tax-Exempt Investors                                                            

      Any Residual Certificateholder that is a pension fund or other entity that
is subject to federal income taxation only on its "unrelated business taxable   
income" within the meaning of Code Section 512 will be subject to the tax on    
that portion of the distributions received on a Residual Certificate that is    
considered an excess inclusion. See "--Residual Certificates--Excess            
Inclusions."                                                                    

Tax-Related Restrictions on Transfers of Residual Certificates                  

   Disqualified Organizations. An entity may not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that residual interests in 
the entity are not held by "disqualified organizations." Further, a tax is      
imposed on the transfer of a residual interest in a REMIC to a "disqualified    
organization." The amount of the tax equals the product of an amount (as        
determined under the REMIC Regulations) equal to the present value of the total 
anticipated "excess inclusions" with respect to the interest for periods after  
the transfer and the highest marginal federal income tax rate applicable to     
corporations. The tax is imposed on the transferor unless the transfer is       
through an agent (including a broker or other middleman) for a disqualified     
organization, in which event the tax is imposed on the agent. A "disqualified   
organization" means the United States, any State, possession or political       
subdivision of the United States, any foreign government, any international     
organization or any agency or instrumentality of any of the foregoing entities  
(provided that the term does not include an instrumentality if all its          
activities are subject to tax and, except for Freddie Mac, a majority of its    
board of directors is not selected by a governmental agency), any organization  
(other than certain farmers cooperatives) generally exempt from federal income  
taxes unless the organization is subject to the tax on "unrelated business      
taxable income" and a rural electric or telephone cooperative.                  

      A tax is imposed on a "pass-through entity" holding a residual interest in
a REMIC if at any time during the taxable year of the pass-through entity a     
disqualified organization is the record holder of an interest in the entity. The
amount of the tax is equal to the product of the amount of excess inclusions for
the taxable year allocable to the interest held by the disqualified organization
and the highest marginal federal income tax rate applicable to corporations. The
pass-through entity otherwise liable for the tax, for any period during which   
the disqualified organization is the record holder of an interest in the entity,
will be relieved of liability for the tax if the record holder furnishes to the 
entity an affidavit that the record holder is not a disqualified organization   
and, for the applicable period, the pass-through entity does not have actual    
knowledge that the affidavit is false. For this purpose, a "pass-through entity"
means a regulated investment company, real estate investment trust, or common   
trust fund; a partnership, trust, or estate; and certain cooperatives. Except as
may be provided in Treasury regulations not yet issued, any person holding an   
interest in a pass-through entity as a nominee for another will, with respect to
the interest, be treated as a pass-through entity. Large partnerships (generally
with 250 or more partners) will be taxable on excess inclusion income as if all 
partners were disqualified organizations.                                       

To comply with these rules, the pooling and servicing agreement will
provide that no record or beneficial ownership interest in a Residual           
Certificate may be purchased, transferred or sold, directly or indirectly,      
without the express written consent of the servicer. The servicer will grant    
consent to a proposed transfer only if it receives an affidavit from the        
proposed transferee to the effect that it is not a disqualified organization and
is not acquiring the Residual Certificate as a nominee or agent for a           
disqualified organization and a covenant by the proposed transferee             

100 

S-3
338th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 338th
to the effect that the proposed transferee agrees to be bound by and to abide by
the transfer restrictions applicable to the Residual Certificate.               

   Noneconomic Residual Certificates. The REMIC Regulations disregard, for
federal income tax purposes, any transfer of a Noneconomic Residual Certificate 
to a "U.S. Person," as defined in the following section of this discussion,     
unless no significant purpose of the transfer is to enable the transferor to    
impede the assessment or collection of tax. In general, the definition of a U.S.
Person is the same as provided under "Certain Federal Income Tax                
Consequences--Non-REMIC Certificates--Non-U.S. Persons," except that entities or
individuals that would otherwise be treated as Non-U.S. Persons, may be         
considered U.S. Persons for this purpose if their income from the residual is   
subject to tax under Code Section 871(b) or Code Section 882 (income effectively
connected with a U.S. trade or business). A Noneconomic Residual Certificate is 
any Residual Certificate (including a Residual Certificate with a positive value
at issuance) unless, at the time of transfer, taking into account the Prepayment
Assumption and any required or permitted clean up calls or required liquidation 
provided for in the REMIC's organizational documents, the present value of the  
expected future distributions on the Residual Certificate at least equals the   
product of the present value of the anticipated excess inclusions and the       
highest corporate income tax rate in effect for the year in which the transfer  
occurs and the transferor reasonably expects that the transferee will receive   
distributions from the REMIC at or after the time at which taxes accrue on the  
anticipated excess inclusions in an amount sufficient to satisfy the accrued    
taxes. A significant purpose to impede the assessment or collection of tax      
exists if the transferor, at the time of the transfer, either knew or should    
have known that the transferee would be unwilling or unable to pay taxes due on 
its share of the taxable income of the REMIC.                                   

    Any transfer of the Residual Certificate will be disregarded for federal
tax purposes if a significant purpose of the transfer was to enable the seller  
to impede the assessment or collection of tax. As set forth in Treasury         
Regulations, a significant purpose to impede the assessment or collection of tax
exists if the seller, at the time of the transfer, either knew or should have   
known that the transferee would be unwilling or unable to pay taxes due on its  
share of the taxable income of the REMIC. Notwithstanding the above, a transfer 
will be respected if (a) the transferor has performed reasonable investigations 
of the transferee and has no knowledge or no reason to know that a transferee   
intended to impede the assessment or collection of taxes, (b) the transfer is   
not made to a foreign permanent establishment or fixed base of a U.S. taxpayer  
(an "offshore location"), (c) the transferee represents that it will not cause  
income from the Residual Certificate to be attributable to an offshore location 
and (d) one of the two tests set forth in Treasury regulations issued on July   
19, 2002 is satisfied.                                                          

      Under the first alternative test, a transfer by the holder of the Residual
Certificate will, assuming all other requirements of the safe harbor are met,   
qualify for the safe harbor if the present value of the anticipated tax         
liabilities associated with holding the residual interest does not exceed the   
sum of the present value of: (a) any consideration given to the purchaser to    
acquire the interest; (b) the expected future distributions on the interest; and
(c) the anticipated tax savings associated with holding the interest as the     
REMIC generates losses. For purposes of this test, the transferee generally must
use the highest corporate tax rate and the discount rate must be equal to the   
Federal short-term rate prescribed by section 1274(d) for the month of the      
transfer. Under the second alternative test, a transfer by the holder of the    
Residual Certificate will, assuming all other requirements of the safe harbor   
are met, qualify for the safe harbor if: (a) the price paid by the transferee   
for the Residual Certificate would not cause a reasonable person to believe the 
transferee does not intend to pay the taxes associated with such certificate,   
(b) the transferee is an "eligible corporation" and (c) for the two fiscal years
preceding the transfer, the transferee's gross assets for financial reporting   
purposes exceeded $100 million and its net assets for financial reporting       
purposes exceeded $10 million (excluding certain related party transactions).   

   The Treasury Department has issued final regulations, effective May 11,
2004, that address the federal income tax treatment of "inducement fees"        
received by transferees of noneconomic REMIC residual interests. The final      
regulations require inducement fees to be included in income over a period      
reasonably related to the period in which the related REMIC residual interest is
expected to generate taxable income or net loss allocable to the holder. The    
final regulations provide two safe harbor methods that permit transferees to    
include inducement fees in income either (i) in the same amounts and over the   
same period that the taxpayer uses for financial reporting purposes, provided   
that such period is not shorter than the period the REMIC is expected to        
generate taxable income or (ii) ratably over the remaining anticipated weighted 
average life of all the regular and residual interests issued by the REMIC,     
determined based on actual distributions projected as remaining to be made on   
such interests under the prepayment assumption. If the holder of a Residual     
Certificate sells or otherwise disposes of the Residual                         

101 

S-3
339th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 339th
Certificate, any unrecognized portion of the inducement fee must be taken into  
account at the time of the sale or disposition. The final regulations also      
provide that an inducement fee shall be treated as income from sources within   
the United States. In addition, the IRS has issued administrative guidance      
addressing the procedures by which transferees of noneconomic REMIC residual    
interests may obtain automatic consent from the IRS to change the method of     
accounting for REMIC inducement fee income to one of the safe harbor methods    
provided in these final regulations (including a change from one safe harbor    
method to the other safe harbor method). Prospective purchasers of the Residual 
Certificates should consult with their tax advisors regarding the effect of     
these final regulations and the related guidance regarding the procedures for   
obtaining automatic consent to change the method of accounting.                 

      As a result of the 2001 Act, limitations imposed by section 68 of the Code
on claiming itemized deductions will be phased-out commencing in 2006, which    
will affect individuals holding Residual Certificate. In addition, the backup   
withholding rate has been reduced to 28%. Unless the statute is amended, all    
provisions of the 2001 and the 2003 Act will no longer apply for taxable years  
beginning on or after December 31, 2010. Investors are encouraged to consult    
their own tax advisors with respect to the acquisition, ownership and           
disposition of the securities.                                                  

Tax Status as a Grantor Trust                                                   

     If a REMIC election is not made, the trust fund will not be classified as
an association taxable as a corporation and that each trust fund will be        
classified as a grantor trust under subpart E, Part I of subchapter J of chapter
1 of subtitle A of the Code. In this case, owners of securities will be treated 
for federal income tax purposes as owners of a portion of the trust fund's      
assets as described below. Sidley Austin LLP will issue an opinion confirming   
the above-stated conclusions for each trust fund for which no REMIC election is 
made.                                                                           

a. Single Class of Securities                                             

Characterization. The trust fund may be created with one class of   
securities. In this case, each securityholder will be treated as the owner of a 
pro rata undivided interest in the interest and principal portions of the trust 
fund represented by the securities and will be considered the equitable owner of
a pro rata undivided interest in each of the mortgage loans in the trust fund.  
Any amounts received by a securityholder in lieu of amounts due with respect to 
any mortgage loans because of a default or delinquency in payment will be       
treated for federal income tax purposes as having the same character as the     
payments they replace.                                                          

    Each securityholder will be required to report on its federal income tax
return in accordance with its method of accounting its pro rata share of the    
entire income from the mortgage loans in the trust fund represented by          
securities, including interest, original issue discount ("OID"), if any,        
prepayment charges, assumption fees, any gain recognized upon an assumption and 
late payment charges received by the servicer. Under Code Sections 162 or 212   
each securityholder will be entitled to deduct its pro rata share of servicing  
fees, prepayment charges, assumption fees, any loss recognized upon an          
assumption and late payment charges retained by the servicer, provided that the 
amounts are reasonable compensation for services rendered to the trust fund.    
Securityholders that are individuals, estates or trusts will be entitled to     
deduct their share of expenses only to the extent expenses of the trust fund    
plus their other miscellaneous itemized deductions (as defined in the Code)     
exceed two percent of their adjusted gross income. A securityholder using the   
cash method of accounting must take into account its pro rata share of income   
and deductions as and when collected by or paid to the servicer. A              
securityholder using an accrual method of accounting must take into account its 
pro rata share of income as it accrues, or when received if the income is       
received before it accrues, and must take into account its pro rata share of    
deductions as they accrue. If the servicing fees paid to the servicer are deemed
to exceed reasonable servicing compensation, the amount of any excess could be  
considered as an ownership interest retained by the servicer (or any person to  
whom the servicer assigned for value all or a portion of the servicing fees) in 
a portion of the interest payments on the mortgage loans. The mortgage loans    
would then be subject to the "coupon stripping" rules of the Code discussed     
below.                                                                          

Generally, as to each series of securities:                         

   o     a certificate owned by a "domestic building and loan association"
   within the meaning of Code Section 7701(a)(19) representing
            principal and interest payments on mortgage loans will be considered
       to represent "loans ... secured by an interest in real property
which is ... residential property" within the           

102 

S-3
340th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 340th
         meaning of Code Section 7701(a)(19)(C)(v), to the extent that the
    mortgage loans represented by that certificate are of a type
described in that Code section;                         

    o     a certificate owned by a real estate investment trust representing
           an interest in mortgage loans will be considered to represent "real
           estate assets" within the meaning of Code Section 856(c)(4)(A), and
          interest income on the mortgage loans will be considered "interest
        on obligations secured by mortgages on real property" within the
    meaning of Code Section 856(c)(3)(B), to the extent that the
    mortgage loans represented by that certificate are of a type
described in that Code section; and                     

  o     a certificate owned by a REMIC will represent an "obligation ...
            which is principally secured, directly or indirectly, by an interest
        in real property" within the meaning of Code Section 860G(a)(3).

      Buydown Loans. Certain trust funds may hold buydown loans. These loans can
be secured not only by a mortgage on real property but also by a pledged account
that is drawn upon to subsidize the mortgagor's monthly mortgage payments for a 
limited period of time. So long as the loan value of the real property at least 
equals the amount of the loan, then for purposes of the above-described         
requirements, the mortgage loan will be treated as fully secured by real        
property. If the loan value of the real property is less than the amount of the 
loan, then, a securityholder could be required to treat the loan as one secured 
by an interest in real property only to the extent of the loan value of the real
property. The related prospectus supplement for any series of securities that   
includes buydown loans will specify whether apportionment would be required.    

   Premium. The price paid for a security by a holder will be allocated to
the holder's undivided interest in each mortgage loan based on each mortgage    
loan's relative fair market value, so that the holder's undivided interest in   
each mortgage loan will have its own tax basis. A securityholder that acquires  
an interest in mortgage loans at a premium generally may elect to amortize the  
premium under a constant interest method, provided that the underlying mortgage 
loans with respect to the mortgage loans were originated. Amortizable bond      
premium will be treated as an offset to interest income on the security. The    
basis for the security will be reduced to the extent that amortizable premium is
applied to offset interest payments.                                            

 If a reasonable prepayment assumption is used to amortize premium, it
appears that any loss would be available, if at all, only if prepayments have   
occurred at a rate faster than the reasonable assumed prepayment rate. It is not
clear whether any other adjustments would be required to reflect differences    
between an assumed prepayment rate and the actual rate of prepayments.          

    Regulations dealing with amortizable bond premium (the "Amortizable Bond
Premium Regulations") do not apply to prepayable debt instruments subject to    
Code Section 1272(a)(6). Absent further guidance from the IRS, the trustee      
intends to account for amortizable bond premium in the manner described above.  
Prospective purchasers of the securities are encouraged to consult their tax    
advisors regarding the possible application of the Amortizable Bond Premium     
Regulations.                                                                    

     Original Issue Discount. The IRS has stated in published rulings that, in
circumstances similar to those described in this prospectus, the special rules  
of the Code relating to "original issue discount" (currently Code Sections 1271 
through 1273 and 1275) will be applicable to a securityholder's interest in     
those mortgage loans meeting the conditions necessary for these sections to     
apply. OID generally must be reported as ordinary gross income as it accrues    
under a constant interest method. See "--Multiple Classes of                    
Securities--Securities Representing Interests in Loans Other Than ARM Loans."   

    Market Discount. A securityholder that acquires an undivided interest in
mortgage loans may be subject to the market discount rules of Code Sections 1276
through 1278 to the extent an undivided interest in a mortgage loan is          
considered to have been purchased at a "market discount." The amount of market  
discount is equal to the excess of the portion of the principal amount of the   
mortgage loan allocable to the holder's undivided interest in the mortgage loans
over the holder's tax basis in the undivided interest. Market discount with     
respect to a security will be considered to be zero if the amount allocable to  
the security is less than 0.25% of the security's stated redemption price at    
maturity multiplied by the weighted average maturity remaining after the date of
purchase. Treasury regulations implementing the market discount rules have not  
yet been issued; therefore, investors are encouraged to                         

103 

S-3
341st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 341st
         consult their own tax advisors regarding the application of these
         rules and the advisability of making any of the elections allowed
under Code Sections 1276 through 1278.                  

      The Code provides that any principal payment or any gain on disposition of
a market discount bond shall generally be treated as ordinary income to the     
extent that it does not exceed the accrued market discount at the time of the   
payment. The amount of accrued market discount for purposes of determining the  
tax treatment of subsequent principal payments or dispositions of the market    
discount bond is to be reduced by the amount so treated as ordinary income.     

The Code also grants the Treasury Department authority to issue     
regulations providing for the computation of accrued market discount on debt    
instruments, the principal of which is payable in more than one installment.    
Although the Treasury Department has not yet issued regulations, rules described
in the relevant legislative history describes how market discount should be     
accrued on instruments bearing market discount. According to the legislative    
history, the holder of a market discount bond may elect to accrue market        
discount either on the basis of a constant interest rate or according to one of 
the following methods. If a security is issued with OID, the amount of market   
discount that accrues during any accrual period would be equal to the product of
the total remaining market discount and a fraction, the numerator of which is   
the OID accruing during the period and the denominator of which is the total    
remaining OID at the beginning of the accrual period. For securities issued     
without OID, the amount of market discount that accrues during a period is equal
to the product of the total remaining market discount and a fraction, the       
numerator of which is the amount of stated interest paid during the accrual     
period and the denominator of which is the total amount of stated interest      
remaining to be paid at the beginning of the accrual period. For purposes of    
calculating market discount under any of these methods in the case of           
instruments that provide for payments that may be accelerated due to prepayments
of other obligations securing the instruments, the same prepayment assumption   
applicable to calculating the accrual of OID will apply.                        

      A holder who acquired a security at a market discount also may be required
to defer, until the maturity date of the security or its earlier disposition in 
a taxable transaction, the deduction of a portion of the amount of interest that
the holder paid or accrued during the taxable year on indebtedness incurred or  
maintained to purchase or carry the security in excess of the aggregate amount  
of interest (including OID) includible in the holder's gross income for the     
taxable year with respect to the security. The amount of the net interest       
expense deferred in a taxable year may not exceed the amount of market discount 
accrued on the security for the days during the taxable year on which the holder
held the security and, in general, would be deductible when the market discount 
is includible in income. The amount of any remaining deferred deduction is to be
taken into account in the taxable year in which the security matures or is      
disposed of in a taxable transaction. In the case of a disposition in which gain
or loss is not recognized in whole or in part, any remaining deferred deduction 
will be allowed to the extent of gain recognized on the disposition. This       
deferral rule does not apply if the securityholder elects to include the market 
discount in income currently as it accrues on all market discount obligations   
acquired by the securityholder in that taxable year or thereafter.              

Election to Treat All Interest As OID. The OID Regulations permit a 
securityholder to elect to accrue all interest, discount (including de minimis  
market or original issue discount) and premium in income as interest, based on a
constant yield method. If an election to treat all interest as OID were to be   
made with respect to a security with market discount, the securityholder would  
be deemed to have made an election to include in income currently market        
discount with respect to all other debt instruments having market discount that 
the securityholder acquires during the year of the election or thereafter.      
Similarly, a securityholder that makes this election for a security that is     
acquired at a premium will be deemed to have made an election to amortize bond  
premium with respect to all debt instruments having amortizable bond premium    
that the securityholder owns or acquires. See "--Single Class of                
Securities--Premium." The election to accrue interest, discount and premium on a
constant yield method with respect to a security cannot be revoked without the  
consent of the IRS.                                                             

b. Multiple Classes of Securities                                         

1. Stripped Bonds and Stripped Coupons                              

      Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the interest payments on an obligation from ownership of 
the right to receive some or all of the principal payments results in the       
creation of "stripped bonds" with respect to                                    

104 

S-3
342nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 342nd
          principal payments and "stripped coupons" with respect to interest
       payments. For purposes of Code Sections 1271 through 1288, Code
      Section 1286 treats a stripped bond or a stripped coupon as an
            obligation issued on the date that the stripped interest is created.
            If a trust fund is created with two classes of securities, one class
           of securities may represent the right to principal and interest, or
      principal only, on all or a portion of the mortgage loans (the
         "Stripped Bond Securities"), while the second class of securities
          may represent the right to some or all of the interest on the same
mortgage loans (the "Stripped Coupon Securities").      

      Servicing fees in excess of reasonable servicing fees ("excess servicing")
will be treated under the stripped bond rules. If the excess servicing fee is   
less than 100 basis points (i.e., 1% interest on the mortgage loan principal    
balance) or the securities are initially sold with a de minimis discount (which 
amount may be calculated without a prepayment assumption), any non-de minimis   
discount arising from a subsequent transfer of the securities should be treated 
as market discount. The IRS appears to require that reasonable servicing fees be
calculated on a mortgage loan by mortgage loan basis, which could result in some
mortgage loans being treated as having more than 100 basis points of interest   
stripped off. See "--Non-REMIC Securities" and "Multiple Classes of Senior      
Securities--Stripped Bonds and Stripped Coupons."                               

      Although current authority is not entirely clear, a Stripped Bond Security
should be treated as an interest in mortgage loans issued on the day the        
security is purchased for purposes of calculating any OID. Generally, if the    
discount on a mortgage loan is larger than a de minimis amount (as calculated   
for purposes of the OID rules) a purchaser of the security will be required to  
accrue the discount under the OID rules of the Code. See "--Non-REMIC           
Securities" and "--Single Class of Securities--Original Issue Discount."        
However, a purchaser of a Stripped Bond Security will be required to account for
any discount on the mortgage loans as market discount rather than OID if either 
the amount of OID with respect to the mortgage loan is treated as zero under the
OID de minimis rule when the security was stripped or no more than 100 basis    
points (including any amount of servicing fees in excess of reasonable servicing
fees) is stripped off of the trust fund's mortgage loans.                       

    The precise tax treatment of Stripped Coupon Securities is substantially
uncertain. The Code could be read literally to require that OID computations be 
made for each payment from each mortgage loan. However, it appears that all     
payments from a mortgage loan underlying a Stripped Coupon Security should be   
treated as a single installment obligation subject to the OID rules of the Code,
in which case, all payments from the mortgage loan would be included in the     
mortgage loan's stated redemption price at maturity for purposes of calculating 
income on the Stripped Coupon Security under the OID rules of the Code.         

Based on current authority under what circumstances, if any, the    
prepayment of mortgage loans will give rise to a loss to the holder of a        
Stripped Bond Security purchased at a premium or a Stripped Coupon Security is  
unclear. If the security is treated as a single instrument (rather than an      
interest in discrete mortgage loans) and the effect of prepayments is taken into
account in computing yield with respect to the security, it appears that no loss
will be available as a result of any particular prepayment unless prepayments   
occur at a rate faster than the assumed prepayment rate. However, if a security 
is treated as an interest in discrete mortgage loans, or if no prepayment       
assumption is used, then when a mortgage loan is prepaid, any security so       
treated should be able to recognize a loss equal to the portion of the          
unrecovered premium of the security that is allocable to the mortgage loan.     

  Holders of Stripped Bond Securities and Stripped Coupon Securities are
encouraged to consult with their own tax advisors regarding the proper treatment
of these securities for federal income tax purposes.                            

2. Securities Representing Interests in Loans Other Than ARM Loans  

     The original issue discount rules of Code Sections 1271 through 1275 will
generally be applicable to mortgages of corporations originated after May 27,   
1969, mortgages of noncorporate mortgagors (other than individuals) originated  
after July 1, 1982, and mortgages of individuals originated after March 2, 1984.
Under the OID Regulations, original issue discount could arise by the charging  
of points by the originator of the mortgage in an amount greater than the       
statutory de minimis exception, including a payment of points that is currently 
deductible by the borrower under applicable Code provisions, or under certain   
circumstances, by the presence of "teaser" rates (i.e., the initial rates on the
mortgage loans are lower than subsequent rates on the mortgage loans) on the    
mortgage loans.                                                                 

    OID on each security must be included in the owner's ordinary income for
federal income tax purposes as it accrues, in accordance with a constant        
interest method that takes into account the compounding of interest, in         

105 

S-3
343rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 343rd
advance of receipt of the cash attributable to the income. The amount of OID    
required to be included in an owner's income in any taxable year with respect to
a security representing an interest in mortgage loans other than mortgage loans 
with interest rates that adjust periodically ("ARM Loans") likely will be       
computed as described under "--Accrual of Original Issue Discount." The         
following discussion is based in part on Treasury regulations issued under Code 
Sections 1271 through 1273 and 1275 (the "OID Regulations") and in part on the  
provisions of the Tax Reform Act of 1986 (the "1986 Act"). The OID Regulations  
generally are effective for debt instruments issued on or after April 4, 1994,  
but may be relied upon as authority with respect to debt instruments issued     
after December 21, 1992. In applying these dates, the issued date of the        
mortgage loans should be used, or, in the case of Stripped Bond Securities or   
Stripped Coupon Securities, the date the securities are acquired. The holder of 
a securities should be aware, however, that the OID Regulations do not          
adequately address certain issues relevant to prepayable securities.            

Under the Code, the mortgage loans underlying the securities will be
treated as having been issued on the date they were originated with an amount of
OID equal to the excess of the mortgage loan's stated redemption price at       
maturity over its issue price. The issue price of a mortgage loan is generally  
the amount lent to the mortgagee, which may be adjusted to take into account    
certain loan origination fees. The stated redemption price at maturity of a     
mortgage loan is the sum of all payments to be made on the mortgage loan other  
than payments that are treated as qualified stated interest payments. The       
accrual of this OID, as described under "--Accrual of Original Issue Discount," 
will, unless otherwise specified in the related prospectus supplement, utilize  
the original yield to maturity of the securities calculated based on a          
reasonable assumed prepayment rate for the mortgage loans underlying the        
securities (the "Prepayment Assumption"), and will take into account events that
occur during the calculation period. The legislative history of the 1986 Act    
(the "Legislative History") provides, however, that the regulations will require
that the Prepayment Assumption be the prepayment assumption that is used in     
determining the offering price of the security. No representation is made that  
any security will prepay at the Prepayment Assumption or at any other rate.     
However, no other legal authority provides guidance with regard to the proper   
method for accruing OID on obligations that are subject to prepayment, and,     
until further guidance is issued, the servicer intends to calculate and report  
OID under the method described in "--Accrual of Original Issue Discount."       

  Accrual of Original Issue Discount. Generally, the owner of a security
must include in gross income the sum of the "daily portions," as defined below, 
of the OID on any security for each day on which it owns the security, including
the date of purchase but excluding the date of disposition. In the case of an   
original owner, the daily portions of OID with respect to each component        
generally will be determined as set forth under the OID Regulations. A          
calculation will be made by the servicer or other entity specified in the       
related prospectus supplement of the portion of OID that accrues during each    
successive monthly accrual period (or shorter period from the date of original  
issue) that ends on the day in the calendar year corresponding to each of the   
distribution dates on the securities (or the day before each date). This will be
done, in the case of each full month accrual period, by adding the present value
at the end of the accrual period (determined by using as a discount factor the  
original yield to maturity of the respective component under the Prepayment     
Assumption) of all remaining payments to be received under the Prepayment       
Assumption on the respective component and any payments received during the same
accrual period, and subtracting from that total the "adjusted issue price" of   
the respective component at the beginning of the same accrual period. The       
adjusted issue price of a security at the beginning of the first accrual period 
is its issue price; the adjusted issue price of a security at the beginning of a
subsequent accrual period is the adjusted issue price at the beginning of the   
immediately preceding accrual period plus the amount of OID allocable to that   
accrual period reduced by the amount of any payment made at the end of or during
that accrual period. The OID accruing during the accrual period will then be    
divided by the number of days in the period to determine the daily portion of   
OID for each day in the period. With respect to an initial accrual period       
shorter than a full monthly accrual period, the daily portions of OID must be   
determined according to an appropriate allocation under any reasonable method.  

Original issue discount generally must be reported as ordinary gross
income as it accrues under a constant interest method that takes into account   
the compounding of interest as it accrues rather than when received. However,   
the amount of original issue discount includible in the income of a holder of an
obligation is reduced when the obligation is acquired after its initial issuance
at a price greater than the sum of the original issue price and the previously  
accrued original issue discount, less prior payments of principal. Accordingly, 
if mortgage loans acquired by a securityholder are purchased at a price equal to
the then unpaid principal amount of those mortgage loans, no original issue     
discount attributable to the difference between the issue price and the original
principal                                                                       

106 

S-3
344th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 344th
amount of those mortgage loans (e.g., due to points) will be includible by the  
holder. Other original issue discount on the mortgage loans (e.g., that arising 
from a "teaser" rate) would still need to be accrued.                           

3. Securities Representing Interests in ARM Loans                   

    The OID Regulations do not address the treatment of instruments, such as
the securities, which represent interests in ARM Loans. Additionally, the IRS   
has not issued guidance under the Code's coupon stripping rules with respect to 
instruments that represent interests in ARM Loans. In the absence of any        
authority, the trustee will report OID on securities attributable to ARM Loans  
("Stripped ARM Obligations") to holders in a manner it believes is consistent   
with the rules described under the heading "--Securities Representing Interests 
in Loans Other Than ARM Loans" and with the OID Regulations. As such, for       
purposes of projecting the remaining payments and the projected yield, the      
assumed rate payable on the ARM Loans will be the fixed rate equivalent on the  
issue date. Application of these rules may require inclusion of income on a     
Stripped ARM Obligation in advance of the receipt of cash attributable to the   
income. Further, the addition of interest deferred due to negative amortization 
("Deferred Interest") to the principal balance of an ARM Loan may require the   
inclusion of the interest deferred due to negative amortization in the income of
the securityholder when it accrues. Furthermore, the addition of Deferred       
Interest to the security's principal balance will result in additional income   
(including possibly OID income) to the securityholder over the remaining life of
the securities.                                                                 

     Because the treatment of Stripped ARM Obligations is uncertain, investors
are encouraged to consult their tax advisors regarding how income will be       
includible with respect to the securities.                                      

c. Sale or Exchange of a Security                                         

     Sale or exchange of a security before its maturity will result in gain or
loss equal to the difference, if any, between the amount received and the       
owner's adjusted basis in the security. The adjusted basis of a security        
generally will equal the seller's purchase price for the security, increased by 
the OID included in the seller's gross income with respect to the security, and 
reduced by principal payments on the security previously received by the seller.
The gain or loss will be capital gain or loss to an owner for which a security  
is a "capital asset" within the meaning of Code Section 1221, and will be       
long-term or short-term depending on whether the security has been owned for the
long-term capital gain holding period (currently more than one year).           

    The securities will be "evidences of indebtedness" within the meaning of
Code Section 582(c)(1), so that gain or loss recognized from the sale of a      
security by a bank or a thrift institution to which that section applies will be
ordinary income or loss.                                                        
d. Non-U.S. Persons                                                       

      Generally, to the extent that a security evidences ownership in underlying
mortgage loans that were issued on or before July 18, 1984, interest or OID paid
by the person required to withhold tax under Code Section 1441 or 1442 to an    
owner that is not a U.S. Person or a securityholder holding on behalf of an     
owner that is not a U.S. Person will be subject to federal income tax, collected
by withholding, at a rate of 30% or any lower rate provided for interest by an  
applicable tax treaty. Accrued OID recognized by the owner on the sale or       
exchange of a security also will be subject to federal income tax at the same   
rate. Generally, accrued OID payments would not be subject to withholding to the
extent that a security evidences ownership in mortgage loans issued after July  
18, 1984, by natural persons if the securityholder complies with certain        
identification requirements (including delivery of a statement, signed by the   
securityholder under penalties of perjury, certifying that the securityholder is
not a U.S. Person and providing the name and address of the securityholder).    
Additional restrictions apply to mortgage loans where the mortgagor is not a    
natural person in order to qualify for the exemption from withholding. Any      
foreclosure property owned by the trust could be treated as a U.S. real property
interest owned by securityholders.                                              

As used in this prospectus, a "U.S. Person" means                   

o     a citizen or resident of the United States,                   

  o     a corporation or a partnership (including an entity treated as a
        corporation or partnership for U.S. federal income tax purposes)
          organized in or created under the laws of the United States or any

107 

S-3
345th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 345th
          State thereof or the District of Columbia (unless in the case of a
partnership Treasury Regulations provide otherwise),    

o     an estate, the income of which from sources outside the United
            States is includible in gross income for federal income tax purposes
            regardless of its connection with the conduct of a trade or business
within the United States, or                            

 o     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 United States persons have authority to control all substantial
decisions of the trust.                                 

In addition, U.S. Persons would include certain trusts that can elect to be     
treated as U.S. Persons. A "Non-U.S. Person" is a person other than a U.S.      
Person.                                                                         

  Except where specifically discussed, the discussion below deals with a
Non-U.S. Person who is not holding the securities as part of its trade or       
business in the U.S., and because a Non-U.S. Person is not supposed to hold a   
Residual Certificate, this summary does not address the consequences of a       
Non-U.S. Person holding the Residual Securities. A Non-U.S. Person who is an    
individual or corporation (or an entity treated as a corporation for federal    
income tax purposes) holding the securities on its own behalf will not be       
subject to United States federal income taxes on payments of principal, premium,
interest or original issue discount on a Security, unless such Non-U.S. Person  
is a direct or indirect 10% or greater shareholder of us, a controlled foreign  
corporation related to us or a bank receiving interest described in Code Section
881(c)(3)(A). To qualify for the exemption from taxation, the Withholding Agent,
as defined below, must have received a statement from the individual or         
corporation that (i) is signed under penalties of perjury by the beneficial     
owner of the Security, (ii) certifies that such owner is not a U.S. Holder, and 
(iii) provides the beneficial owner's name and address.                         

      A "Withholding Agent" is the last United States payor (or a non-U.S. payor
who is a qualified intermediary, U.S. branch of a foreign person, or withholding
foreign partnership) in the chain of payment prior to payment to a Non-U.S.     
Person (which itself is not a Withholding Agent). Generally, this statement is  
made on an IRS Form W-8BEN ("W-8BEN"), which is effective for the remainder of  
the year of signature plus three full calendar years unless a change in         
circumstances makes any information on the form incorrect. Notwithstanding the  
preceding sentence, a W-8BEN with a U.S. taxpayer identification number will    
remain effective until a change in circumstances makes any information on the   
form incorrect, provided that the Withholding Agent reports at least annually to
the beneficial owner on IRS Form 1042-S. The beneficial owner must inform the   
Withholding Agent within 30 days of such change and furnish a new W-8BEN. A     
Non-U.S. Person who is not an individual or corporation (or an entity treated as
a corporation for federal income tax purposes) holding the securities on its own
behalf may have substantially increased reporting requirements. In particular,  
in the case of securities held by a foreign partnership (or foreign trust), the 
partners (or beneficiaries) rather than the partnership (or trust) will be      
required to provide the certification discussed above, and the partnership (or  
trust) will be required to provide certain additional information.              

      A foreign Security holder whose income with respect to its investment in a
Security is effectively connected with the conduct of a U.S. trade or business  
would generally be taxed as if the holder was a U.S. person provided the holder 
provides to the Withholding Agent an IRS Form W-8ECI.                           

     Certain securities clearing organizations, and other entities who are not
beneficial owners, may be able to provide a signed statement to the Withholding 
Agent. However, in such case, the signed statement may require a copy of the    
beneficial owner's W-8BEN (or the substitute form).                             

    Generally, a Non-U.S. Person will not be subject to federal income taxes
on any amount which constitutes capital gain upon retirement or disposition of a
Security, unless such Non-U.S. Person is an individual who is present in the    
United States for 183 days or more in the taxable year of the disposition and   
such gain is derived from sources within the United States. Certain other       
exceptions may be applicable, and a Non-U.S. Person should consult its tax      
advisor in this regard.                                                         

108 

S-3
346th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 346th
    The securities will not be includible in the estate of a Non-U.S. Person
unless the individual is a direct or indirect 10% or greater shareholder of us  
or, at the time of such individual's death, payments in respect of the          
securities would have been effectively connected with the conduct by such       
individual of a trade or business in the United States.                         

      Prospective investors are strongly urged to consult their own tax advisors
with respect to the Withholding Regulations.                                    

e. Backup Withholding                                                     

Backup withholding of United States federal income tax may apply to 
payments made in respect of the securities to registered owners who are not     
"exempt recipients" and who fail to provide certain identifying information     
(such as the registered owner's taxpayer identification number) in the required 
manner. Generally, individuals are not exempt recipients, whereas corporations  
and certain other entities generally are exempt recipients. Payments made in    
respect of the securities to a U.S. Holder must be reported to the IRS, unless  
the U.S. Holder is an exempt recipient or establishes an exemption. Compliance  
with the identification procedures described in the preceding section would     
establish an exemption from backup withholding for those non-U.S. Persons who   
are not exempt recipients.                                                      

  In addition, upon the sale of a security to (or through) a broker, the
broker must report the sale and withhold on the entire purchase price, unless   
either (a) the broker determines that the seller is a corporation or other      
exempt recipient or (b) the seller certifies that such seller is a non-U.S.     
Person (and certain other conditions are met).                                  

 Certification of the registered owner's non-U.S. status would be made
normally on an IRS Form W-8BEN under penalties of perjury, although in certain  
cases it may be possible to submit other documentary evidence.                  

     Any amounts withheld under the backup withholding rules from a payment to
a beneficial owner would be allowed as a refund or a credit against such        
beneficial owner's United States federal income tax provided the required       
information is furnished to the IRS.                                            

      Prospective investors are strongly urged to consult their own tax advisors
with respect to the Withholding Regulations.                                    

Final Trust Reporting Regulations                                               

      On January 23, 2006, the IRS issued final regulations effective January 1,
2007, affecting the information reporting obligations of trustees of            
"widely-held mortgage trusts" (that is, any grantor trust in which any interests
are held by "middlemen", and whose assets are mortgages or regular interests in 
a REMIC, amounts received thereon and reasonably required reserve funds) and of 
"middlemen" (a term that includes, among other things, a custodian of a person's
account, a nominee and a broker holding an interest for a customer in a street  
name).                                                                          

   Under the final regulations, the trustee would be required to report to
the IRS with respect to each beneficial owner of a grantor trust fractional     
interest certificate who is not an "exempt recipient" (a term that includes     
corporations, trusts, securities dealers, middlemen and certain other           
non-individuals) and do not hold such certificates through a middleman, the     
gross income of the trust and, if any trust assets were disposed of, the portion
of the gross proceeds relating to the trust assets that are allocable to such   
beneficial owner. The same requirements would be imposed on middlemen holding on
behalf of beneficial owners of grantor trust fractional interest certificates.  

   The final regulations will also require that the trustee make available
information regarding interest income and information necessary to compute any  
original issue discount to (i) exempt recipients (including middlemen) and      
non-calendar year taxpayers, upon request, in accordance with the requirements  
of the final regulations and (ii) beneficial owners of grantor trust fractional 
interest certificates who do not hold such certificates through a middleman. The
information must be provided to parties specified in part (i) by the later of   
thirty days after the end of the first quarter for which the information was    
requested or two weeks after the receipt of the request. The information must be
provided to parties specified in part (ii) at a time no later than March 15 of  
the following tax year.                                                         

109 

S-3
347th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 347th
Tax Characterization of the Trust Fund as a Partnership                         

Tax Counsel will deliver its opinion that a trust fund for which a  
partnership election is made will not be a corporation or publicly traded       
partnership taxable as a corporation for federal income tax purposes. This      
opinion will be based on the assumption that the terms of the Trust Agreement   
and related documents will be complied with, and on counsel's conclusions that  
the nature of the income of the trust fund will exempt it from the rule that    
certain publicly traded partnerships are taxable as corporations or the issuance
of the securities has been structured as a private placement under an IRS safe  
harbor, so that the trust fund will not be characterized as a publicly traded   
partnership taxable as a corporation.                                           

  If the trust fund were taxable as a corporation for federal income tax
purposes, the trust fund would be subject to corporate income tax on its taxable
income. The trust fund's taxable income would include all its income, possibly  
reduced by its interest expense on the notes. That corporate income tax could   
materially reduce cash available to make payments on the notes and distributions
on the certificates, and certificateholders could be liable for that tax that is
unpaid by the trust fund.                                                       

Tax Consequences to Holders of the Notes                                        

      Treatment of the Notes as Indebtedness. The trust fund will agree, and the
noteholders will agree by their purchase of notes, to treat the notes as debt   
for federal income tax purposes. Unless otherwise specified in the related      
prospectus supplement, in the opinion of Tax Counsel, the notes will be         
classified as debt for federal income tax purposes. The discussion below assumes
this characterization of the notes is correct.                                  

OID, Indexed Securities, etc. The discussion below assumes that all 
payments on the notes are denominated in U.S. dollars, and that the notes are   
not Indexed securities or Strip notes. Moreover, the discussion assumes that the
interest formula for the notes meets the requirements for "qualified stated     
interest" under the OID regulations, and that any OID on the notes (that is, any
excess of the principal amount of the notes over their issue price) does not    
exceed a de minimis amount (that is, 0.25% of their principal amount multiplied 
by the number of full years included in their term), all within the meaning of  
the OID regulations. If these conditions are not satisfied with respect to any  
given series of notes, additional tax considerations with respect to the notes  
will be disclosed in the applicable prospectus supplement.                      

   Interest Income on the Notes. Based on the above assumptions, except as
discussed in the following paragraph, the notes will not be considered issued   
with OID. The stated interest thereon will be taxable to a noteholder as        
ordinary interest income when received or accrued in accordance with the        
noteholder's method of tax accounting. Under the OID regulations, a holder of a 
note issued with a de minimis amount of OID must include the OID in income, on a
pro rata basis, as principal payments are made on the note. It is believed that 
any prepayment premium paid as a result of a mandatory redemption will be       
taxable as contingent interest when it becomes fixed and unconditionally        
payable. A purchaser who buys a note for more or less than its principal amount 
will generally be subject, respectively, to the premium amortization or market  
discount rules of the Code.                                                     

  A holder of a note that has a fixed maturity date of not more than one
year from the issue date of the note (a "Short-Term Note") may be subject to    
special rules. An accrual basis holder of a Short-Term Note (and certain cash   
method holders, including regulated investment companies, as set forth in       
Section 1281 of the Code) generally would be required to report interest income 
as interest accrues on a straight-line basis over the term of each interest     
period. Other cash basis holders of a Short-Term Note would, in general, be     
required to report interest income as interest is paid (or, if earlier, upon the
taxable disposition of the Short-Term Note). However, a cash basis holder of a  
Short-Term Note reporting interest income as it is paid may be required to defer
a portion of any interest expense otherwise deductible on indebtedness incurred 
to purchase or carry the Short-Term Note until the taxable disposition of the   
Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Code 
to accrue interest income on all nongovernment debt obligations with a term of  
one year or less, in which case the taxpayer would include interest on the      
Short-Term Note in income as it accrues, but would not be subject to the        
interest expense deferral rule referred to in the preceding sentence. Certain   
special rules apply if a Short-Term Note is purchased for more or less than its 
principal amount.                                                               

    Sale or Other Disposition. If a noteholder sells a note, the holder will
recognize gain or loss in an amount equal to the difference between the amount  
realized on the sale and the holder's adjusted tax basis in the note. The       

110 

S-3
348th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 348th
adjusted tax basis of a note to a particular noteholder will equal the holder's 
cost for the note, increased by any market discount, acquisition discount, OID  
and gain previously included by the noteholder in income with respect to the    
note and decreased by the amount of bond premium (if any) previously amortized  
and by the amount of principal payments previously received by the noteholder   
with respect to the note. That gain or loss will be capital gain or loss if the 
note was held as a capital asset, except for gain representing accrued interest 
and accrued market discount not previously included in income. Capital losses   
generally may be used only to offset capital gains.                             

    Foreign Holders. Interest payments made (or accrued) to a noteholder who
is a nonresident alien, foreign corporation or other non-United States person (a
"foreign person") generally will be considered "portfolio interest," and        
generally will not be subject to United States federal income tax and           
withholding tax, if the interest is not effectively connected with the conduct  
of a trade or business within the United States by the foreign person and the   
foreign person                                                                  

     o     is not actually or constructively a "10 percent shareholder" of the
  trust fund or the seller (including a holder of 10% of the
          outstanding securities) or a "controlled foreign corporation" with
           respect to which the trust fund or the seller is a "related person"
within the meaning of the Code and                      

      o     provides the owner trustee or other person who is otherwise required
        to withhold U.S. tax with respect to the notes (the "Withholding
        Agent") with an appropriate statement, signed under penalties of
          perjury, certifying that the beneficial owner who is an individual
       or corporation for federal income tax purposes of the note is a
           foreign person and providing the foreign person's name and address.

Generally, this statement is made on an IRS Form W-8BEN ("W-8BEN"), which is    
effective for the remainder of the year of signature plus three full calendar   
years unless a change in circumstances makes any information on the form        
incorrect. Notwithstanding the preceding sentence, a W-8BEN with a U.S. taxpayer
identification number will remain effective until a change in circumstances     
makes any information on the form incorrect, provided that the Withholding Agent
reports at least one payment annually to the beneficial owner on IRS Form       
1042-S. The beneficial owner must inform the Withholding Agent within 30 days of
any change and furnish a new W-8BEN. A noteholder who is not an individual or   
corporation (or an entity treated as a corporation for federal income tax       
purposes) holding the Notes on its own behalf may have substantially increased  
reporting requirements. In particular, in the case of notes held by a foreign   
partnership (or foreign trust), the partners (or beneficiaries) rather than the 
partnership (or trust) will be required to provide the certification discussed  
above, and the partnership (or trust) will be required to provide certain       
additional information.                                                         

   If a note is held through a securities clearing organization or certain
other financial institutions, the organization or institution may provide the   
relevant signed statement to the withholding agent; in that case, however, the  
signed statement must be accompanied by a Form W-8BEN or substitute form        
provided by the foreign person that owns the note. If the interest is not       
portfolio interest, then it will be subject to United States federal income and 
withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant  
to an applicable tax treaty.                                                    

  Any capital gain realized on the sale, redemption, retirement or other
taxable disposition of a note by a foreign person will be exempt from United    
States federal income and withholding tax, provided that the gain is not        
effectively connected with the conduct of a trade or business in the United     
States by the foreign person and in the case of an individual foreign person,   
the foreign person is not present in the United States for 183 days or more in  
the taxable year.                                                               

  Backup Withholding. Each holder of a note (other than an exempt holder
such as a corporation, tax-exempt organization, qualified pension and           
profit-sharing trust, individual retirement account or nonresident alien who    
provides certification as to status as a nonresident) will be required to       
provide, under penalties of perjury, a certificate containing the holder's name,
address, correct federal taxpayer identification number and a statement that the
holder is not subject to backup withholding. Should a nonexempt noteholder fail 
to provide the required certification, the trust fund will be required to       
withhold on the amount otherwise payable to the holder, and remit the withheld  
amount to the IRS as a credit against the holder's federal income tax liability.

     Possible Alternative Treatments of the Notes. If, contrary to the opinion
of Tax Counsel, the IRS successfully asserted that one or more of the notes did 
not represent debt for federal income tax purposes, the notes                   

111 

S-3
349th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 349th
might be treated as equity interests in the trust fund. If so treated, the trust
fund might be taxable as a corporation with the adverse consequences described  
above (and the taxable corporation would not be able to reduce its taxable      
income by deductions for interest expense on notes recharacterized as equity).  
Alternatively, and most likely in the view of special counsel to the depositor, 
the trust fund might be treated as a publicly traded partnership that would not 
be taxable as a corporation because it would meet certain qualifying income     
tests. Nonetheless, treatment of the notes as equity interests in that publicly 
traded partnership could have adverse tax consequences to certain holders. For  
example, income to certain tax-exempt entities (including pension funds) would  
be "unrelated business taxable income," income to foreign holders generally     
would be subject to U.S. tax and U.S. tax return filing and withholding         
requirements, and individual holders might be subject to certain limitations on 
their ability to deduct their share of the trust fund's expenses.               

Tax Consequences to Holders of the Certificates                                 

Treatment of the Trust Fund as a Partnership. The trust fund and the
servicer will agree, and the certificateholders will agree by their purchase of 
certificates, to treat the trust fund as a partnership for purposes of federal  
and state income tax, franchise tax and any other tax measured in whole or in   
part by income, with the assets of the partnership being the assets held by the 
trust fund, the partners of the partnership being the certificateholders, and   
the notes being debt of the partnership. However, the proper characterization of
the arrangement involving the trust fund, the certificates, the notes, the trust
fund and the servicer is not clear because there is no authority on transactions
closely comparable to that contemplated herein.                                 

 A variety of alternative characterizations are possible. For example,
because the certificates have certain features characteristic of debt, the      
certificates might be considered debt of the trust fund. That characterization  
would not result in materially adverse tax consequences to certificateholders as
compared to the consequences from treatment of the certificates as equity in a  
partnership, described below. The following discussion assumes that the         
certificates represent equity interests in a partnership.                       

Indexed Securities, etc. The following discussion assumes that all  
payments on the certificates are denominated in U.S. dollars, none of the       
certificates are Indexed securities or Strip certificates, and that a series of 
securities includes a single class of certificates. If these conditions are not 
satisfied with respect to any given series of certificates, additional tax      
considerations with respect to the certificates will be disclosed in the        
applicable prospectus supplement.                                               

      Partnership Taxation. As a partnership, the trust fund will not be subject
to federal income tax. Rather, each certificateholder will be required to       
separately take into account the holder's distributive share of income, gains,  
losses, deductions and credits of the trust fund. The trust fund's income will  
consist primarily of interest and finance charges earned on the loans (including
appropriate adjustments for market discount, OID and bond premium) and any gain 
upon collection or disposition of loans. The trust fund's deductions will       
consist primarily of interest accruing with respect to the notes, servicing and 
other fees, and losses or deductions upon collection or disposition of loans.   

      The tax items of a partnership are allocable to the partners in accordance
with the Code, Treasury regulations and the partnership agreement (here, the    
Trust Agreement and related documents). The Trust Agreement will provide, in    
general, that the certificateholders will be allocated taxable income of the    
trust fund for each month equal to the sum of (i) the interest that accrues on  
the certificates in accordance with their terms for that month, including       
interest accruing at the Pass-Through Rate for the month and interest on amounts
previously due on the certificates but not yet distributed; (ii) any trust fund 
income attributable to discount on the Loans that corresponds to any excess of  
the principal amount of the certificates over their initial issue price; (iii)  
prepayment premium payable to the certificateholders for the month; and (iv) any
other amounts of income payable to the certificateholders for the month. That   
allocation will be reduced by any amortization by the trust fund of premium on  
loans that corresponds to any excess of the issue price of certificates over    
their principal amount. All remaining taxable income of the trust fund will be  
allocated to the depositor. Based on the economic arrangement of the parties,   
this approach for allocating trust fund income should be permissible under      
applicable Treasury regulations, although we can give no assurance that the IRS 
would not require a greater amount of income to be allocated to                 
certificateholders. Moreover, even under the foregoing method of allocation,    
certificateholders may be allocated income equal to the entire Pass-Through Rate
plus the other items described above even though the trust fund might           

112 

S-3
350th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 350th
not have sufficient cash to make current cash distributions of that amount.     
Thus, cash basis holders will in effect be required to report income from the   
certificates on the accrual basis and certificateholders may become liable for  
taxes on trust fund income even if they have not received cash from the trust   
fund to pay those taxes. In addition, because tax allocations and tax reporting 
will be done on a uniform basis for all certificateholders but                  
certificateholders may be purchasing certificates at different times and at     
different prices, certificateholders may be required to report on their tax     
returns taxable income that is greater or less than the amount reported to them 
by the trust fund.                                                              

All of the taxable income allocated to a certificateholder that is a
pension, profit sharing or employee benefit plan or other tax-exempt entity     
(including an individual retirement account) will constitute "unrelated business
taxable income" generally taxable to that holder under the Code.                

   An individual taxpayer's share of expenses of the trust fund (including
fees to the servicer but not interest expense) would be miscellaneous itemized  
deductions. Those deductions might be disallowed to the individual in whole or  
in part and might result in the holder being taxed on an amount of income that  
exceeds the amount of cash actually distributed to the holder over the life of  
the trust fund.                                                                 

      The trust fund intends to make all tax calculations relating to income and
allocations to certificateholders on an aggregate basis. If the IRS were to     
require that those calculations be made separately for each loan, the trust fund
might be required to incur additional expense but it is believed that there     
would not be a material adverse effect on certificateholders.                   

    Discount and Premium. It is believed that the loans were not issued with
OID, and, therefore, the trust fund should not have OID income. However, the    
purchase price paid by the trust fund for the loans may be greater or less than 
the remaining principal balance of the loans at the time of purchase. If so, the
loan will have been acquired at a premium or discount, as the case may be. (As  
indicated above, the trust fund will make this calculation on an aggregate      
basis, but might be required to recompute it on a loan by loan basis.)          

     If the trust fund acquires the loans at a market discount or premium, the
trust fund will elect to include that discount in income currently as it accrues
over the life of the loans or to offset that premium against interest income on 
the loans. As indicated above, a portion of the market discount income or       
premium deduction may be allocated to certificateholders.                       

     Section 708 Termination. Pursuant to Code Section 708, a sale or exchange
of 50% or more of the capital and profits in a partnership would cause a deemed 
contribution of assets of the partnership (the "old partnership") to a new      
partnership (the "new partnership") in exchange for interests in the new        
partnership. Those interests would be deemed distributed to the partners of the 
old partnership in liquidation thereof, which would not constitute a sale or    
exchange. Accordingly, if the trust fund were characterized as a partnership,   
then even if a sale of certificates terminated the partnership under Code       
Section 708, the holder's basis in its certificates would remain the same.      

Disposition of Certificates. Generally, capital gain or loss will be
recognized on a sale of certificates in an amount equal to the difference       
between the amount realized and the seller's tax basis in the certificates sold.
A certificateholder's tax basis in a certificate will generally equal the       
holder's cost increased by the holder's share of trust fund income (includible  
in income) and decreased by any distributions received with respect to that     
certificate. In addition, both the tax basis in the certificates and the amount 
realized on a sale of a certificate would include the holder's share of the     
notes and other liabilities of the trust fund. A holder acquiring certificates  
at different prices may be required to maintain a single aggregate adjusted tax 
basis in the certificates, and, upon sale or other disposition of some of the   
certificates, allocate a portion of that aggregate tax basis to the certificates
sold (rather than maintaining a separate tax basis in each certificate for      
purposes of computing gain or loss on a sale of that certificate).              

    Any gain on the sale of a certificate attributable to the holder's share
of unrecognized accrued market discount on the loans would generally be treated 
as ordinary income to the holder and would give rise to special tax reporting   
requirements. The trust fund does not expect to have any other assets that would
give rise to those special reporting requirements. Thus, to avoid those special 
reporting requirements, the trust fund will elect to include market discount in 
income as it accrues.                                                           

113 

S-3
351st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 351st
  If a certificateholder is required to recognize an aggregate amount of
income (not including income attributable to disallowed itemized deductions     
described above) over the life of the certificates that exceeds the aggregate   
cash distributions with respect thereto, that excess will generally give rise to
a capital loss upon the retirement of the certificates.                         

Allocations Among Transferors and Transferees. In general, the trust
fund's taxable income and losses will be determined monthly and the tax items   
for a particular calendar month will be apportioned among the certificateholders
in proportion to the principal amount of certificates owned by them as of the   
close of the last day of that month. As a result, a holder purchasing           
certificates may be allocated tax items (which will affect its tax liability and
tax basis) attributable to periods before the actual transaction.               

The use of a monthly convention may not be permitted by existing    
regulations. If a monthly convention is not allowed (or only applies to         
transfers of less than all of the partner's interest), taxable income or losses 
of the trust fund might be reallocated among the certificateholders. The trust  
fund's method of allocation between transferors and transferees may be revised  
to conform to a method permitted by future regulations.                         

 Section 754 Election. In the event that a certificateholder sells its
certificates at a profit (loss), the purchasing certificateholder will have a   
higher (lower) basis in the certificates than the selling certificateholder had.
The tax basis of the trust fund's assets will not be adjusted to reflect that   
higher (or lower) basis unless the trust fund were to file an election under    
Section 754 of the Code. In order to avoid the administrative complexities that 
would be involved in keeping accurate accounting records, as well as potentially
onerous information reporting requirements, the trust fund will not make that   
election. As a result, certificateholders might be allocated a greater or lesser
amount of trust fund income than would be appropriate based on their own        
purchase price for certificates.                                                

      Administrative Matters. The owner trustee is required to keep or have kept
complete and accurate books of the trust fund. Those books will be maintained   
for financial reporting and tax purposes on an accrual basis and the fiscal year
of the trust fund will be the calendar year. The trustee will file a partnership
information return (IRS Form 1065) with the IRS for each taxable year of the    
trust fund and will report each certificateholder's allocable share of items of 
trust fund income and expense to holders and the IRS on Schedule K-1. The trust 
fund will provide the Schedule K-l information to nominees that fail to provide 
the trust fund with the information statement described below and those nominees
will be required to forward that information to the beneficial owners of the    
certificates. Generally, holders must file tax returns that are consistent with 
the information return filed by the trust fund or be subject to penalties unless
the holder notifies the IRS of all those inconsistencies.                       

   Under Section 6031 of the Code, any person that holds certificates as a
nominee at any time during a calendar year is required to furnish the trust fund
with a statement containing certain information on the nominee, the beneficial  
owners and the certificates so held. That information includes (i) the name,    
address and taxpayer identification number of the nominee and (ii) as to each   
beneficial owner (x) the name, address and identification number of the person, 
(y) whether the person is a United States person, a tax-exempt entity or a      
foreign government, an international organization, or any wholly owned agency or
instrumentality of either of the foregoing, and (z) certain information on      
certificates that were held, bought or sold on behalf of the person throughout  
the year. In addition, brokers and financial institutions that hold certificates
through a nominee are required to furnish directly to the trust fund information
as to themselves and their ownership of certificates. A clearing agency         
registered under Section 17A of the Securities Exchange Act of 1934, as amended 
is not required to furnish that information statement to the trust fund. The    
information referred to above for any calendar year must be furnished to the    
trust fund on or before the following January 31. Nominees, brokers and         
financial institutions that fail to provide the trust fund with the information 
described above may be subject to penalties.                                    

      The depositor will be designated as the tax matters partner in the related
Trust Agreement and, as such, will be responsible for representing the          
certificateholders in any dispute with the IRS. The Code provides for           
administrative examination of a partnership as if the partnership were a        
separate and distinct taxpayer. Generally, the statute of limitations for       
partnership items does not expire before three years after the date on which the
partnership information return is filed. Any adverse determination following an 
audit of the return of the trust fund by the appropriate taxing authorities     
could result in an adjustment of the returns of the certificateholders, and,    
under certain circumstances, a certificateholder may be precluded from          
separately litigating a proposed adjustment to the items of the trust fund. An  
adjustment could also result in an audit of a certificateholder's returns and   
adjustments of items not related to the income and losses of the trust fund.    

114 

S-3
352nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 352nd
   Tax Consequences to Foreign Certificateholders. It is not clear whether
the trust fund would be considered to be engaged in a trade or business in the  
United States for purposes of federal withholding taxes with respect to non-U.S.
Persons because there is no clear authority dealing with that issue under facts 
substantially similar to those described herein. Although it is not expected    
that the trust fund would be engaged in a trade or business in the United States
for those purposes, the trust fund will withhold as if it were so engaged in    
order to protect the trust fund from possible adverse consequences of a failure 
to withhold. The trust fund expects to withhold on the portion of its taxable   
income, as calculated for this purpose which may exceed the distributions to    
certificateholders, that is allocable to foreign certificateholders pursuant to 
Section 1446 of the Code, as if the income were effectively connected to a U.S. 
trade or business. Subsequent adoption of Treasury regulations or the issuance  
of other administrative pronouncements may require the trust fund to change its 
withholding procedures. In determining a holder's withholding status, the trust 
fund may rely on IRS Form W-8BEN, IRS Form W-9 or the holder's certification of 
nonforeign status signed under penalties of perjury. A holder who is not an     
individual or corporation (or an entity treated as a corporation for federal    
income tax purposes) holding the Notes on its own behalf may have substantially 
increased reporting requirements. In particular, if the holder is a foreign     
partnership (or foreign trust), the partners (or beneficiaries) rather than the 
partnership (or trust) will be required to provide the certification discussed  
above, and the partnership (or trust) will be required to provide certain       
additional information.                                                         

Each foreign holder might be required to file a U.S. individual or  
corporate income tax return (including, in the case of a corporation, the branch
profits tax) on its share of the trust fund's income. Each foreign holder must  
obtain a taxpayer identification number from the IRS and submit that number in  
order to assure appropriate crediting of the taxes withheld. A foreign holder   
generally would be entitled to file with the IRS a claim for refund with respect
to taxes withheld by the trust fund taking the position that no taxes were due  
because the trust fund was not engaged in a U.S. trade or business. However,    
interest payments made (or accrued) to a certificateholder who is a foreign     
person generally will be considered guaranteed payments to the extent the       
payments are determined without regard to the income of the trust fund. If these
interest payments are properly characterized as guaranteed payments, then the   
interest will not be considered "portfolio interest." As a result,              
certificateholders will be subject to United States federal income tax and      
withholding tax at a rate of 30 percent, unless reduced or eliminated pursuant  
to an applicable treaty. In that case, a foreign holder would only be entitled  
to claim a refund for that portion of the taxes in excess of the taxes that     
should be withheld with respect to the guaranteed payments.                     

   Backup Withholding. Distributions made on the certificates and proceeds
from the sale of the certificates will be subject to a "backup" withholding tax 
if, in general, the certificateholder fails to comply with certain              
identification procedures, unless the holder is an exempt recipient under       
applicable provisions of the Code.                                              

State Tax Considerations

    In addition to the federal income tax consequences described in "Certain
Federal Income Tax Considerations," potential investors are encouraged to       
consider the state and local income tax consequences of the acquisition,        
ownership, and disposition of the securities. State and local income tax law may
differ substantially from the corresponding federal law, and this discussion    
does not purport to describe any aspect of the income tax laws of any state or  
locality. Therefore, potential investors are encouraged to consult their own tax
advisors with respect to the various tax consequences of investments in the     
securities.                                                                     

115 

S-3
353rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 353rd
ERISA Considerations

     The Employee Retirement Income Security Act of 1974, as amended ("ERISA")
imposes requirements on employee benefit plans subject to ERISA (and Section    
4975 of the Code imposes requirements on certain other retirement plans and     
arrangements, including individual retirement accounts and annuities, Keogh     
plans and collective investment funds and separate accounts in which the plans, 
accounts or arrangements are invested) (collectively "Plans") and on persons who
bear specified relationships to Plans ("Parties in Interest"), including        
fiduciaries with respect to Plans. Generally, ERISA applies to investments made 
by Plans. Among other things, ERISA requires that the assets of a Plan be held  
in trust and that the trustee, or other duly authorized fiduciary, have         
exclusive authority and discretion to manage and control the assets of the Plan.
ERISA also imposes certain duties on persons who are fiduciaries of Plans. Under
ERISA, any person who exercises any authority or control respecting the         
management or disposition of the assets of a Plan is considered to be a         
fiduciary of the Plan (subject to certain exceptions not here relevant). Certain
employee benefit plans, such as governmental plans (as defined in ERISA Section 
3(32)) and, if no election has been made under Section 410(d) of the Code,      
church plans (as defined in ERISA Section 3(33)), are not subject to ERISA      
requirements. Accordingly, assets of those plans may be invested in securities  
without regard to the described ERISA considerations, subject to the provisions 
of other applicable federal, state or local law. However, any of those plans    
that are qualified and exempt from taxation under Code Sections 401(a) and      
501(a) are subject to the prohibited transaction rules set forth in Code Section
503.                                                                            

   On November 13, 1986, the United States Department of Labor (the "DOL")
issued final regulations concerning the definition of what constitutes the      
assets of a Plan. (DOL Reg. Section 2510.3-101) (the "Plan Assets Regulation"). 
Under this regulation, the underlying assets and properties of corporations,    
partnerships and certain other entities in which a Plan makes an "equity"       
investment could be deemed for purposes of ERISA to be assets of the investing  
Plan in certain circumstances. Under the Plan Assets Regulation, the term       
"equity interest" is defined as any interest in an entity other than an         
instrument that is treated as indebtedness under applicable local law and has no
"substantial equity features." If securities are not treated as equity interests
in the issuer for purposes of the Plan Assets Regulation, a Plan's investment in
the securities would not cause the assets of the issuer to be deemed plan       
assets. If the securities are deemed to be equity interests in the issuer, the  
issuer could be considered to hold plan assets because of a Plan's investment in
those securities. In that event, the servicer and other persons exercising      
management or discretionary control over the assets of the issuer, or providing 
services with respect to those assets, could be deemed to be fiduciaries or     
other parties in interest with respect to investing Plans and thus subject to   
the prohibited transaction provisions of Section 406 of ERISA and Section 4975  
of the Code and, in the case of fiduciaries, to the fiduciary responsibility    
provisions of Title I of ERISA, with respect to transactions involving the      
issuer's assets. Certificates issued by a trust are treated as equity interests 
under the Plan Assets Regulation.                                               

      In addition to the imposition of general fiduciary standards of investment
prudence and diversification, ERISA and the Code prohibit a broad range of      
transactions involving plan assets of a Plan and Parties in Interest with       
respect to the Plan and impose additional prohibitions where Parties in Interest
are fiduciaries with respect to the Plan. Because the mortgage loans may be     
deemed plan assets of each Plan that purchases securities, an investment in the 
securities by a Plan might be or result in a prohibited transaction under ERISA 
Sections 406 and 407 subject to an excise tax under Code Section 4975 unless a  
statutory, regulatory or administrative exemption applies.                      

     Without regard to whether securities are considered to be equity interest
in the issuer, certain affiliates of the issuer might be considered or might    
become Parties in Interest with respect to a Plan. In this case, the acquisition
or holding of the securities by or on behalf of the Plan could constitute or    
give rise to a prohibited transaction, within the meaning of ERISA and Section  
4975 of the Code, unless they were subject to one or more exemptions. Depending 
on the relevant facts and circumstances, certain prohibited transaction         
exemptions may apply to the purchase or holding of the securities -- for        
example, Prohibited Transaction Class Exemption ("PTCE") 96-23, which exempts   
certain transactions effected on behalf of a Plan by an "in-house asset         
manager"; PTCE 95-60, which exempts certain transactions by insurance company   
general accounts; PTCE 91-38, which exempts certain transactions by bank        
collective investment funds; PTCE 90-1, which exempts certain transactions by   
insurance company pooled separate accounts; or PTCE 84-14, which exempts certain
transactions effected on behalf of a Plan by a "qualified professional asset    
manager". We can give no assurance that any of these exemptions will apply with 
respect to any Plan's investment in securities, or that such an exemption, if it
did apply, would apply to all prohibited transactions that may occur in         
connection with the investment. Furthermore, these exemptions                   

116 

S-3
354th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 354th
would not apply to transactions involved in operation of the trust if, as       
described above, the assets of the trust were considered to include plan assets.

 The DOL has granted to certain underwriters individual administrative
exemptions (the "Underwriter Exemptions") from certain of the prohibited        
transaction rules of ERISA and the related excise tax provisions of Section 4975
of the Code with respect to the initial purchase, the holding and the subsequent
resale by Plans of securities, including certificates, in pass-through entities,
including trusts, that consist of certain receivables, loans and other          
obligations that meet the conditions and requirements of the Underwriter        
Exemptions, and with respect to transactions in connection with the servicing,  
management and operation of the entity.                                         

  While each Underwriter Exemption is an individual exemption separately
granted to a specific underwriter, the terms and conditions which generally     
apply to the Underwriter Exemptions are substantially the following:            

    o     the acquisition of the securities by a Plan is on terms (including
           the price for the securities) that are at least as favorable to the
    Plan as they would be in an arm's length transaction with an
unrelated party;                                        

      o     the rights and interests evidenced by the securities acquired by the
          Plan are not subordinated to the rights and interests evidenced by
            other securities of the issuer, unless the entity holds only certain
     types of assets, such as fully-secured mortgage loans on real
property (a "Designated Transaction");                  

   o     the securities acquired by the Plan have received a rating at the
           time of acquisition that is one of the three highest generic rating
      categories (four, in a Designated Transaction) from Standard &
         Poor's Ratings Services, a division of The McGraw-Hill Companies,
           Inc. ("S&P"), Moody's Investors Service, Inc. ("Moody's"), or Fitch
            Ratings ("Fitch"). However, the certificates must have been rated in
           one of the two highest generic rating categories by at least one of
          rating agency and may not be subordinated to any other security of
  the issuer if the loan-to value ratio of any single-family
       residential mortgage loan or home equity loan held in the trust
 exceeded 100% on the date of issuance of the certificate;

o     the trustee is not an affiliate of any other member of the    
      Restricted Group, as defined below, other than an underwriter;

     o     the sum of all payments made to and retained by the underwriters in
         connection with the distribution of the securities represents not
          more than reasonable compensation for underwriting the securities;
           the sum of all payments made to and retained by the seller pursuant
        to the assignment of the loans to the issuer represents not more
        than the fair market value of the loans; the sum of all payments
   made to and retained by the servicer and any other servicer
         represents not more than reasonable compensation for its services
      under the agreement pursuant to which the loans are pooled and
          reimbursements of its reasonable expenses in connection therewith;
and                                                     

     o     the Plan investing in the securities is an "accredited investor" as
      defined in Rule 501(a)(1) of Regulation D of the SEC under the
Securities Act.                                         

   The Underwriter Exemptions will not apply to any of the certificates if
any mortgage loan or other asset held in the trust (other than a single family  
mortgage loan or home equity loan) has a loan-to-value ratio that exceeds 100%  
on the date of issuance of the certificates or if any single-family residential 
mortgage loan or home equity loan has a loan-to-value ratio that exceeds 125% on
the date of issuance of the certificates. As noted above, when the trust        
contains single-family residential mortgage loans or home equity loans with a   
loan-to-value ratio that exceeds 100% (but does not exceed 125%) on the date of 
issuance, only certificates that are rated in one of the two highest rating     
categories by a rating agency and that are not subordinated are eligible for    
relief under the Underwriter Exemptions.                                        

The issuer must also meet the following requirements:               

    o     the corpus of the issuer must consist solely of assets of the type
that have been included in other investment pools;      

117 

S-3
355th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 355th
     o     securities in other investment pools must have been rated in one of
  the three highest rating categories (four, in a Designated
          Transaction) of S&P, Moody's or Fitch for at least one year before
the Plan's acquisition of securities; and               

    o     securities evidencing interests in the other investment pools must
          have been purchased by investors other than Plans for at least one
year before any Plan's acquisition of securities.       

      Moreover, the Underwriter Exemptions generally provide relief from certain
self-dealing and conflict of interest prohibited transactions that may occur    
when the Plan fiduciary causes a Plan to acquire securities of an issuer holding
receivables as to which the fiduciary (or its affiliate) is an obligor provided 
that, among other requirements:                                                 

o     in the case of an acquisition in connection with the initial  
       issuance of securities, at least fifty percent of each class of
          securities in which Plans have invested and at least fifty percent
  of the securities in the aggregate are acquired by persons
independent of the Restricted Group;                    

     o     the fiduciary (or its affiliate) is an obligor with respect to five
   percent or less of the fair market value of the obligations
contained in the investment pool;                       

  o     the Plan's investment in securities of any class does not exceed
  twenty-five percent of all of the securities of that class
outstanding at the time of the acquisition; and         

     o     immediately after the acquisition, no more than twenty-five percent
       of the assets of any Plan with respect to which the person is a
           fiduciary is invested in securities representing an interest in one
      or more issuers containing assets sold or serviced by the same
entity.                                                 

This relief is not available to Plans sponsored by the seller, any underwriter, 
the trustee, the servicer, any servicer, any insurer with respect to the trust, 
any obligor with respect to mortgage loans included in the trust fund           
constituting more than five percent of the aggregate unamortized principal      
balance of the assets in the trust fund, any counterparty to a permissible      
notional principal contract included in the trust, or any affiliate of those    
parties (the "Restricted Group").                                               

The Underwriter Exemptions extend exemptive relief to specified     
mortgage-backed and asset-backed securities transactions using pre-funded       
accounts for trusts issuing pass-through securities. Mortgage loans or other    
secured receivables supporting payments to securityholders, and having a value  
equal to no more than twenty-five percent of the total principal amount of the  
securities being offered by the trust, may be transferred to the trust within a 
90-day or three-month period following the closing date, instead of being       
required to be either identified or transferred on or before the closing date.  
The relief is available when the pre-funding arrangements satisfy certain       
conditions.                                                                     

The Underwriter Exemptions extend exemptive relief to certain       
mortgage-backed and asset-backed securities transactions involving trusts that  
contain swaps, provided any swap satisfies certain requirements and the other   
requirements of the Underwriter Exemptions are met. Among other requirements,   
the counterparty to the swap must maintain ratings at certain levels from rating
agencies, and the documentation for the swap must provide for certain remedies  
if the rating declines. The swap must be an interest rate swap denominated in   
U.S. dollars, may not be leveraged, and must satisfy several other criteria.    
Securities of any class affected by the swap may be sold to plan investors only 
if they are "qualified plan investors" that satisfy several requirements        
relating to their ability to understand the terms of the swap and the effects of
the swap on the risks associated with an investment in the security.            

   The rating of a security may change. If a class of securities no longer
has a required rating from at least one rating agency, securities of that class 
will no longer be eligible for relief under the Underwriter Exemptions (although
a Plan that had purchased the security when it had a permitted rating would not 
be required by the Underwriter Exemptions to dispose of it.) A security that    
satisfies the requirements of the Underwriter Exemptions other than the rating  
requirement may be eligible for purchase by an insurance company investing      
assets of its general account that include plan assets when the requirements of 
Sections I and III of Prohibited Transaction Class Exemption 95-60 are met.     

118 

S-3
356th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 356th
     The prospectus supplement for each series of securities will indicate the
classes of securities offered thereby, if any, as to which it is expected that  
an Underwriter Exemption will apply.                                            

      Any Plan fiduciary that proposes to cause a Plan to purchase securities is
encouraged to consult with its counsel concerning the impact of ERISA and the   
Code, the availability and applicability of any Underwriter Exemption or any    
other exemptions from the prohibited transaction provisions of ERISA and the    
Code and the potential consequences in their specific circumstances, before     
making the investment. Moreover, each Plan fiduciary should determine whether   
under the general fiduciary standards of investment prudence and diversification
an investment in the securities is appropriate for the Plan, taking into account
the overall investment policy of the Plan and the composition of the Plan's     
investment portfolio.                                                           

   The sale of certificates to a Plan is in no respect a representation by
the issuer or any underwriter of the Certificates that this investment meets all
relevant legal requirements with respect to investments by Plans generally or   
any particular Plan, or that this investment is appropriate for Plans generally 
or any particular Plan.                                                         

Legal Investment

The prospectus supplement for each series of securities will specify
which, if any, of the classes of securities offered by it will constitute       
"mortgage related securities" for purposes of the Secondary Mortgage Market     
Enhancement Act of 1984 ("SMMEA"). Classes of securities that qualify as        
"mortgage related securities" will be legal investments for those investors     
whose authorized investments are subject to state regulation, to the same extent
as, under applicable law, obligations issued by or guaranteed as to principal   
and interest by the United States constitute legal investments for them. Those  
investors are persons, trusts, corporations, partnerships, associations,        
business trusts and business entities (including depository institutions, life  
insurance companies and pension funds) created pursuant to or existing under the
laws of the United States or of any state (including the District of Columbia   
and Puerto Rico). Under SMMEA, if a state enacts legislation before October 4,  
1991 specifically limiting the legal investment authority of those entities with
respect to "mortgage related securities," the securities will constitute legal  
investments for entities subject to the legislation only to the extent provided 
in it. Approximately twenty-one states adopted limiting legislation before the  
October 4, 1991 deadline.                                                       

    SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and   
federal savings banks may invest in, sell or otherwise deal in securities       
without limitations as to the percentage of their assets represented by them,   
federal credit unions may invest in mortgage related securities, and national   
banks may purchase securities for their own account without regard to the       
limitations generally applicable to investment securities set forth in 12 U.S.C.
24 (Seventh), subject in each case to regulations that the applicable federal   
authority may prescribe. In this connection, federal credit unions should review
the National Credit Union Administration Letter to Credit Unions No. 96, as     
modified by Letter to Credit Unions No. 108, which includes guidelines to assist
federal credit unions in making investment decisions for mortgage related       
securities, and the its regulation "Investment and Deposit Activities" (12      
C.F.R. Part 703), (regardless of whether the class of securities under          
consideration for purchase constitutes a "mortgage related security").          

   All depository institutions considering an investment in the securities
(regardless of whether the class of securities under consideration for purchase 
constitutes a "mortgage related security") should review the Federal Financial  
Institutions Examination Council's Supervisory Policy Statement on Securities   
Activities (to the extent adopted by their respective regulators), setting      
forth, in relevant part, certain securities trading and sales practices deemed  
unsuitable for an institution's investment portfolio, and guidelines for (and   
restrictions on) investing in mortgage derivative products, including "mortgage 
related securities" that are "high-risk mortgage securities" as defined in the  
policy statement. According to the policy statement, "high-risk mortgage        
securities" include securities such as securities not entitled to distributions 
allocated to principal or interest, or subordinated securities. Under the policy
statement, each depository institution must determine, before purchase (and at  
stated intervals thereafter), whether a particular mortgage derivative product  
is a "high-risk mortgage security," and whether the purchase (or retention) of  
such a product would be consistent with the policy statement.                   

The foregoing does not take into consideration the applicability of 
statutes, rules, regulations, orders, guidelines, or agreements generally       
governing investments made by a particular investor, including "prudent         

119 

S-3
357th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 357th
investor" provisions, percentage-of-assets limits and provisions that may       
restrict or prohibit investment in securities that are not "interest bearing" or
"income paying."                                                                

There may be other restrictions on the ability of certain investors,
including depository institutions, either to purchase securities or to purchase 
securities representing more than a specified percentage of the investor's      
assets. Investors are encouraged to consult their own legal advisors in         
determining whether and to what extent the securities constitute legal          
investments for them.                                                           

Method of Distribution

 Securities are being offered hereby in series from time to time (each
series evidencing a separate trust fund) through any of the following methods:  

     o     by negotiated firm commitment underwriting and public reoffering by
underwriters;                                           

     o     by agency placements through one or more placement agents primarily
with institutional investors and dealers; and           

      o     by placement directly by the depositor with institutional investors.

A prospectus supplement will be prepared for each series which will 
describe the method of offering being used for that series and will set forth   
the identity of any of its underwriters and either the price at which the series
is being offered, the nature and amount of any underwriting discounts or        
additional compensation to the underwriters and the proceeds of the offering to 
the depositor, or the method by which the price at which the underwriters will  
sell the securities will be determined. Each prospectus supplement for an       
underwritten offering will also contain information regarding the nature of the 
underwriters obligations, any material relationship between the depositor and   
any underwriter and, where appropriate, information regarding any discounts or  
concessions to be allowed or reallowed to dealers or others and any arrangements
to stabilize the market for the securities so offered. In firm commitment       
underwritten offerings, the underwriters will be obligated to purchase all of   
the securities of the series if any securities are purchased. Securities may be 
acquired by the underwriters for their own accounts and may be resold from time 
to time in one or more transactions, including negotiated transactions, at a    
fixed public offering price or at varying prices determined at the time of sale.

      Underwriters and agents may be entitled under agreements entered into with
the depositor to indemnification by the depositor against certain civil         
liabilities, including liabilities under the Securities Act, or to contribution 
with respect to payments which the underwriters or agents may be required to    
make in respect thereof.                                                        

   In relation to each Member State of the European Economic Area that has
implemented the Prospectus Directive (each, a "Relevant Member State"), each    
underwriter will be required to represent and agree with the depositor that with
effect from and including the date on which the Prospectus Directive is         
implemented in that Relevant Member State (the "Relevant Implementation Date")  
and with respect to any class of securities with a minimum denomination of less 
than $100,000, it has not made and will not make an offer of securities to the  
public in that Relevant Member State prior to the publication of a prospectus in
relation to the securities that has been approved by the competent authority in 
that Relevant Member State or, where appropriate, approved in another Relevant  
Member State and notified to the competent authority in that Relevant Member    
State, all in accordance with the Prospectus Directive, except that it may, with
effect from and including the Relevant Implementation Date, make an offer of    
securities to the public in that Relevant Member State at any time:             

      (a)   to legal entities that are authorized or regulated to operate in the
      financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;    

  (b)   to any legal entity that has two or more of (1) an average of at
            least 250 employees during the last fiscal year; (2) total assets of
        more than (euro)43,000,000 and (3) an annual net revenue of more
          than (euro)50,000,000, as shown in its last annual or consolidated
financial statements; or                                

   (c)   in any other circumstances that do not require the publication by
  the depositor of a prospectus pursuant to Article 3 of the
Prospectus Directive.                                   

120 

S-3
358th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 358th
      For the purposes of this provision, the expression an "offer of securities
to the public" in relation to any class of securities of a series, which class  
has a minimum denomination of less than $100,000, in any Relevant Member State  
means the communication in any form and by any means of sufficient information  
on the terms of the offer and the securities to be offered so as to enable an   
investor to decide to purchase or subscribe the securities, as the same may be  
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State, and the expression "Prospectus Directive" means Directive 
2003/71/EC and includes any relevant implementing measure in each Relevant      
Member State.                                                                   

  If a series is offered other than through underwriters, the prospectus
supplement relating to it will contain information regarding the nature of the  
offering and any agreements to be entered into between the depositor and        
purchasers of securities of the series.                                         

 Legal Matters

The validity of the securities, including certain federal income tax
consequences with respect to the securities, will be passed upon for the        
depositor by Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019.   

 Financial Information

      A new trust fund will be formed for each series of securities and no trust
fund will engage in any business activities or have any assets or obligations   
before the issuance of the related series of securities. Accordingly, no        
financial statements for any trust fund will be included in this prospectus or  
in the related prospectus supplement.                                           

Rating

      It is a condition to the issuance of the securities of each series offered
by this prospectus and by the prospectus supplement that they shall have been   
rated in one of the four highest rating categories by the nationally recognized 
statistical rating agency or agencies specified in the related prospectus       
supplement.                                                                     

 Ratings on mortgage pass-through securities address the likelihood of
receipt by securityholders of all distributions on the underlying mortgage      
loans. These ratings address the structural, legal and issuer-related aspects   
associated with the securities, the nature of the underlying mortgage loans and 
the credit quality of the credit enhancer or guarantor, if any. Ratings on      
mortgage pass-through securities do not represent any assessment of the         
likelihood of principal prepayments by mortgagors or of the degree by which the 
prepayments might differ from those originally anticipated. As a result,        
securityholders might suffer a lower than anticipated yield, and, in addition,  
holders of stripped pass-through securities in extreme cases might fail to      
recoup their underlying investments.                                            

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any     
other security rating.                                                          

121 

S-3
359th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 359th
INDEX OF PRINCIPAL TERMS

                      Page
                      ----
1986 Act..........................................105                           
2001 Act...........................................98                           
2003 Act...........................................98                           
Agency Securities..................................20                           
Amortizable Bond Premium Regulations..............102                           
Applicable Amount..................................97                           
APR................................................25                           
ARM Loans.........................................105                           
Asset Conservation Act.............................84                           
Capitalized Interest Account.......................67                           
CERCLA.............................................84                           
Class Security Balance.............................42                           
Code...........................................38, 86                           
Contingent Regulations.............................87                           
Contributions Tax..................................98                           
Cooperative........................................52                           
cooperative loans..................................21                           
cooperatives.......................................22                           
Debt Securities....................................87                           
Deferred Interest.................................106                           
Designated Transaction............................117                           
DOL...............................................116                           
DTC................................................50                           
Eleventh District..................................48                           
ERISA.............................................116                           
excess inclusion...................................97                           
excess servicing..................................104                           
Exchange Act.......................................33                           
FHA................................................22                           
FHLBSF.............................................48                           
Fitch.............................................117                           
foreign person....................................110                           
Garn-St Germain Act................................85                           
Indenture..........................................40                           
Insured Expenses...................................65                           
Legislative History...............................105                           
Liquidated Mortgage................................73                           
Master REMIC.......................................94                           
Moody's...........................................117                           
National Cost of Funds Index.......................49                           
new partnership...................................112                           
Non-U.S. Person...................................107                           
offshore location.................................100                           
OID...............................................101                           
OID Regulations...................................105                           
old partnership...................................112                           
OTS................................................49                           
Parties in Interest...............................116                           
Payment Lag Securities.............................92                           
phantom income.....................................95                           
Plan Assets Regulation............................116                           
Plans.............................................116                           
pre-issuance accrued interest......................92                           
Prepayment Assumption.............................105                           
Private Mortgage-Backed Securities.................20                           
Prohibited Transactions Tax........................98                           
PTCE..............................................116                           
RCRA...............................................85                           
Regular Interest Securities........................87                           
Regular Securities.................................94                           
Regular Securityholders............................87                           
Relevant Implementation Date......................120                           
Relevant Member State.............................120                           
Relief Act.....................................14, 86                           
REMIC..............................................86                           
REMIC Securities...................................93                           
REMICs.............................................94                           
Residual Certificates..............................94                           
Restricted Group..................................118                           
S&P...............................................117                           
SEC................................................21                           
secured creditor exemption.........................84                           
Securities Act.....................................33                           
Security Account...................................65                           
Short-Term Note...................................110                           
Single Family Properties...........................23                           
SMMEA.............................................119                           
Stripped ARM Obligations..........................106                           
Stripped Bond Securities..........................104                           
Stripped Coupon Securities........................104                           
Subsequent Recoveries..............................93                           
Subsidiary REMIC...................................94                           
Super-Premium Securities...........................88                           
Terms and Conditions...............................52                           
Title V............................................86                           
Trust Fund Assets..................................20                           
U.S. Person..................................100, 107                           
Underwriter Exemptions............................117                           
VA 22                                                                           
W-8BEN.......................................107, 110                           
Withholding Agent.................................110                           

122 

S-3
360th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 360th
PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS  

Item 14.  Other Expenses of Issuance and Distribution*                          

     The following table sets forth the estimated expenses in connection
with the issuance and distribution of the Securities being registered under     
this Registration Statement, other than underwriting discounts and              
commissions:                                                                    

              SEC registration fee...........................   $     107.00**
            Printing and engraving expenses................   $  20,000.00
            Legal fees and expenses........................   $  85,000.00
            Trustee fees and expenses......................   $   5,000.00
            Accounting fees and expenses...................   $  25,000.00
            Blue Sky fees and expenses.....................   $   5,000.00
            Rating agency fees.............................   $ 200,000.00
            Miscellaneous..................................   $  25,000.00
                                                           ---------------
                    Total..................................   $ 365,107.00
                                                           ===============
-----------                                                                     
*    All amounts except the SEC Registration Fee are estimates of expenses      
  incurred in connection with the issuance and distribution of a Series of
   Securities in an aggregate principal amount assumed for these purposes to
be equal to $200,000,000 of Securities registered hereby.             

**   This amount relates to the $1,000,000 of Mortgage Backed Securities        
registered hereby.                                                    

Item 15.  Indemnification of Directors and Officers.                            

The Registrant's Certificate of Incorporation provides for    
indemnification of directors and officers of the Registrant to the full extent  
permitted by Delaware law.                                                      

  Section 145 of the Delaware General Corporation Law provides, in
substance, that Delaware corporations shall have the power, under specified     
circumstances, to indemnify their directors, officers, employees and agents in  
connection with actions, suits or proceedings brought against them by a third   
party or in the right of the corporation, by reason of the fact that they were  
or are such directors, officers, employees or agents, against expenses          
incurred in any such action, suit or proceeding. The Delaware General           
Corporation Law also provides that the Registrant may purchase insurance on     
behalf of any such director, officer, employee or agent.                        

II-1  

S-3
361st Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 361st
Item 16.  Exhibits.                                                             

1.1    --     Form of Underwriting Agreement.                                   
1.2    --     Form of Indemnification and Contribution Agreement.               
4.1    --     Form of Pooling and Servicing Agreement.                          
4.2    --     Form of Trust Agreement.                                          
4.3    --     Form of Indenture.                                                
4.4    --     Form of Sale and Servicing Agreement.                             
5.1    --     Opinion of Sidley Austin LLP as to legality of the Securities.    
8.1    --     Opinion of Sidley Austin LLP as to certain tax matters (included  
in Exhibit 5.1).                                    
23.1   --     Consent of Sidley Austin LLP (included in Exhibit 5.1 and 8.1).   
24.1   --     Power of Attorney (included on Page II-5).                        

Item 17.  Undertakings.                                                         

The undersigned registrant hereby undertakes:                 

               (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration   
Statement:                                                    

                       (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;     

                    (ii) To reflect in the prospectus any facts or
               events arising after the effective date of the registration
          statement (or the most recent post-effective amendment
               thereof) which, individually or in the aggregate, represent
            a fundamental change in the information set forth in the
              registration statement. Notwithstanding the foregoing, any
                increase or decrease in volume of securities offered (if the
             total dollar value of securities offered would not exceed
                that which was registered) and any deviation from the low or
           high end of the estimated maximum offering range may be
      reflected in the form of prospectus filed with the
                Commission pursuant to Rule 424(b) if, in the aggregate, the
         changes in volume and price represent no more than 20
              percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in the
effective registration statement;           

                    (iii) To include any material information with
                respect to the plan of distribution not previously disclosed
                in the registration statement or any material change to such
information in the registration statement;  

                        provided, however, that the undertakings set forth
            in clauses (i), (ii) and (iii) above do not apply if the
           information required to be included in a post-effective
               amendment by those clauses is contained in periodic reports
             filed by the registrant pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 that are
                incorporated by reference in this Registration Statement, or
               is contained in a form of prospectus filed pursuant to Rule
       424(b) that is part of this Registration Statement;
               provided, further, however, that clauses (i) and (ii) above
                will not apply if the information required to be included in
           a post-effective amendment is provided pursuant to Item
1100(c) of Regulation AB (ss.229.1100(c));  

                (2) That, for the purpose of determining any liability under
      the Securities Act of 1933, each such post-effective amendment
          shall be deemed to be a new registration statement relating to the
          securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering
thereof;                                                

II-2  

S-3
362nd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 362nd
                (3) To remove from registration by means of a post-effective
    amendment any of the securities being registered that remain
unsold at the termination of the offering;              

                (4) That, for the purpose of determining liability under the
Securities Act to any purchaser,                        

                If the registrant is relying on Rule 430B:

                 (i) Each prospectus filed by the registrant
            pursuant to Rule 424(b)(3) shall be deemed to be part of
        this Registration Statement as of the date the filed
      prospectus was deemed part of and included in this
Registration Statement; and                 

                        (ii) Each prospectus required to be filed pursuant
    to Rule 424(b)(2), (b)(5) or (b)(7) as part of a
               registration statement in reliance on Rule 430B relating to
                an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x)
            for the purpose of providing the information required by
             Section 10(a) of the Securities Act shall be deemed to be
             part of and included in this registration statement as of
            the earlier of the date such form of prospectus is first
              used after effectiveness or the date of the first contract
          of sale of securities in the offering described in the
                prospectus. As provided in Rule 430B, for liability purposes
        of the issuer and any person that is at that date an
                underwriter, such date shall be deemed to be a new effective
      date of the registration statement relating to the
          securities in the registration statement to which that
              prospectus relates, and the offering of such securities at
         that time shall be deemed to be the initial bona fide
               offering thereof. Provided, however, that no statement made
             in a registration statement or prospectus that is part of
    the registration statement or made in a document
             incorporated or deemed incorporated by reference into the
            registration statement or prospectus that is part of the
              registration statement will, as to a purchaser with a time
               of contract of sale prior to such effective date, supersede
             or modify any statement that was made in the registration
             statement or prospectus that was part of the registration
               statement or made in any such document immediately prior to
such effective date;                        

             (5) That, for the purpose of determining liability of the
     registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities:                       

                     The undersigned registrant undertakes that in a
                primary offering of securities of the undersigned registrant
              pursuant to this Registration Statement, regardless of the
          underwriting method used to sell the securities to the
            purchaser, if the securities are offered or sold to such
              purchaser by means of any of the following communications,
                the undersigned registrant will be a seller to the purchaser
              and will be considered to offer or sell such securities to
such purchaser:                             

                         (i) Any preliminary prospectus or prospectus of the
               undersigned registrant relating to the offering required to
be filed pursuant to Rule 424;              

                      (ii) Any free writing prospectus relating to the
        offering prepared by or on behalf of the undersigned
        registrant or used or referred to by the undersigned
registrant;                                 

                 (iii) The portion of any other free writing
           prospectus relating to the offering containing material
       information about the undersigned registrant or its
          securities provided by or on behalf of the undersigned
registrant; and                             

                      (iv) Any other communication that is an offer in
          the offering made by the undersigned registrant to the
purchaser;                                  

           (6) For purposes of determining any liability under the
       Securities Act of 1933, each filing of the registrant's annual report
       pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 
       Securities Exchange Act of 1934) that is incorporated by reference in
      this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the 
    offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;                           

II-3  

S-3
363rd Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 363rd
             To provide to the underwriter at the closing specified in
     the underwriting agreements, certificates in such denominations and
   registered in such names as required by the underwriter to permit
prompt delivery to each purchaser;                            

                Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
 controlling persons of the registrant pursuant to the foregoing
       provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such        
      indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for   
     indemnification against such liabilities (other than the payment by
       the registrant of expenses incurred or paid by a director, officer or
       controlling person of the registrant in the successful defense of any
      action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being    
       registered, the registrant will, unless in the opinion of its counsel
   the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
    indemnification by it is against public policy as expressed in the
   Act and will be governed by the final adjudication of such issue;

       For purposes of determining any liability under the
       Securities Act of 1933, each post-effective amendment that contains a
       form of prospectus shall be deemed to be a new registration statement
      relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
offering thereof;                                             

             That, for purposes of determining any liability under the
      Securities Act of 1933, each filing of the annual report pursuant to
       section 13(a) or section 15(d) of the Securities Exchange Act of 1934
of a third party that is incorporated by reference in the     
   registration statement in accordance with Item 1100(c)(1) (17 CFR
229.1100(c)(1)) of Regulation AB shall be deemed to be a new  
    registration statement relating to the securities offered therein,
     and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof;                    

      That, except as otherwise provided by Item 1105 of
      Regulation AB (17 CFR 229.1105), information provided in response to
   that Item pursuant to Rule 312 of Regulation S-T (17 CFR 232.312)
       through the specified Internet address in the prospectus is deemed to
     be a part of the prospectus included in the registration statement;
and                                                           

            To provide to any person without charge, upon request, a
copy of the information provided in response to Item 1105 of  
  Regulation AB pursuant to Rule 312 of Regulation S-T through the
      specified Internet address as of the date of the prospectus included
   in the registration statement if a subsequent update or change is
made to the information.                                      

II-4  

S-3
364th Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 364th
SIGNATURES  

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe     
that it meets all of the requirements for filing on Form S-3 and has duly       
caused this Registration Statement to be signed on its behalf by the            
undersigned, thereunto duly authorized, in the city of Pasadena, State of       
California on the 24th day of February 2006.                                    

     INDYMAC MBS, INC.

        By  /s/ John Olinski
                                     -------------------------------------------
                                    John Olinski
                                    Chairman of the Board,
                                    Chief Executive Officer and Director

POWER OF ATTORNEY 

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of John Olinski, S. Blair           
Abernathy, Lynnette Antosh and Samir Grover, or any of them, his true and       
lawful attorneys-in-fact and agents, with full power of substitution and        
resubstitution, for him and his name, place and stead, in any and all           
capacities, to sign any and all amendments (including post-effective            
amendments) to this Registration Statement, and to file the same, with all      
exhibits thereto, and other documents in connection therewith, with the         
Securities and Exchange Commission, granting unto said attorneys-in-fact and    
agents, and each of them, full power and authority to do and perform each and   
every act and thing requisite and necessary to be done in and about the         
premises, as fully to all intents and purposes as he might or could do in       
person, hereby ratifying and confirming all that said attorneys-in-fact and     
agents, or any of them, or their or his substitutes, may lawfully do or cause   
to be done by virtue hereof.                                                    

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons   
in the capacities and on the dates indicated.                                   

                                                        [Enlarge/Download Table]


               Signature                                       Title                             Date      
               ---------                                       -----                             ----      
                                                                                                           
 /s/ John Olinski                        Chairman of the Board, Chief Executive Officer   February 24, 2006
---------------------------------------  and Director (Principal Executive Officer)                        
             John Olinski                                                                                  

 /s/ S. Blair Abernathy                  Executive Vice President and Director            February 24, 2006
---------------------------------------                                                                    
          S. Blair Abernathy                                                                               

 /s/ Raphael Bostic                      Director                                         February 24, 2006
---------------------------------------                                                                    
             Raphael Bostic                                                                                

 /s/ Samir Grover                        Senior Vice President, Chief Financial Officer,  February 24, 2006
---------------------------------------  Principal Accounting Officer                                      
             Samir Grover                                                                                  

 /s/ Victor H. Woodworth                 Vice President and Assistant Secretary           February 24, 2006
---------------------------------------                                                                    
             Victor H. Woodworth                                                                           


II-5  

S-3
Last Page of 365
TOC
1st
Previous
Next
↓Bottom
Just 365th
EXHIBIT INDEX 

1.1     --    Form of Underwriting Agreement.                                   
1.2     --    Form of Indemnification and Contribution Agreement.               
4.1     --    Form of Pooling and Servicing Agreement.                          
4.2     --    Form of Trust Agreement.                                          
4.3     --    Form of Indenture.                                                
4.4     --    Form of Sale and Servicing Agreement.                             
5.1     --    Opinion of Sidley Austin LLP as to legality of the Securities.    
8.1     --    Opinion of Sidley Austin LLP as to certain tax matters (included  
in Exhibit 5.1).                                    
23.1    --    Consent of Sidley Austin LLP (included in Exhibit 5.1).           
24.1    --    Power of Attorney (included on Page II-5).                        

II-6